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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 28, 1999
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Date of Report (Date of earliest event reported)
SMARTSOURCES.COM
(formerly Innovest Capital Sources Corporation,
Telco Communications, Inc. and Cody Capital Corporation)
(Exact Name of Registrant as Specified in Charter)
COLORADO 33-1933 3-D 84-1073083
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2030 MARINE DRIVE, SUITE 100
North Vancouver. British Columbia V7P 1V7, Canada
(Address of Principal Executive Offices, Including Zip Code)
(604) 986-0889
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(Registrant's telephone number,
including area code)
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SMARTSOURCES.COM
FORM 8-K
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As of January 28, 1999 the Board of Directors of Registrant approved the
appointment of Moss Adams LLP ("Principal Accountant") as the Registrant's
independent auditor. Prior to such engagement, the Registrant consulted the
Principal Accountant regarding the accounting treatment for the reversed
acquisition of Nifco Investments, Ltd. by the Registrant.
Registrant has provided the Principal Accountant with a copy of the
disclosures being reported in this report on Form 8-K prior to its filing with
the Commission. The Principal Accountant had no additional information or
comments to address to the Commission in response to this item.
Prior to the engagement of the Principal Accountants, the Company had
engaged Green & McElreath ("Former Auditors") as its independent auditor to
audit its financial statements. The Former Auditor's report for the fiscal years
ending December 31, 1996 and December 31, 1997 contained no adverse opinion,
disclaimer of opinion or modification as to uncertainty, audit scope or
accounting principles. During Registrant's two most recent fiscal years and any
subsequent interim periods through the date of termination, there have been no
disagreements between the Company and the Former Auditors on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to their satisfaction,
would have caused such firm to make reference to the subject matter of the
disagreement in connection with its report.
Registrant has provided the Former Auditors with a copy of the
disclosures being reported in this report on Form 8-K prior to its filing with
the Commission. A copy of the Former Auditors' letter response to this item is
attached as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The exhibits filed as a part of this report are listed on the Index to
Exhibits on page 4 of this report, which index is incorporated in this Item 7(c)
by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 9, 1999 SMARTSOURCES.COM
By: /s/ NATHAN NIFCO
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Nathan Nifco
Chairman, President and CEO
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INDEX TO EXHIBITS
The following exhibit to this report is incorporated herein by
reference:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
16 Letter response of Green & McElreath.
</TABLE>
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EXHIBIT 16
February 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SmartSources.Com (formerly Innovest Capital Sources Corporation, Telco
Communications, Inc. and Cody Capital Corporation)
To whom it may concern:
We were previously the principal accountant for SmartSources.Com (formerly
Innovest Capital Sources Corporation, Telco Communications, Inc. and Cody
Capital Corporation) and, under the date of April 10,1998, we reported on the
financial statements of Innovest Capital Sources Corporation for the year ended
December 31, 1997 and the financial statements of Telco Communications, Inc. for
the year ended December 31, 1996. On February 3, 1999, our appointment as
principal accountant was terminated. We have read SmartSources.com's statements
included under Item 4 of its Form 8-K (see attached) dated January 28, 1998 and
we agree with such statements.
Yours very truly,
Frank Chovanetz
