================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2007
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 000-08187
CABELTEL INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada 75-2399477
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1755 Wittington Place, Suite 340
Dallas, Texas
----------------------------------------------
(Address of principal executive offices)
75234
----------------------------------------------
(Zip Code)
(972) 407-8400
(Registrant's telephone number, including area code)
----------------------------------------------------
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X|. No |_|.
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_|. No |X|.
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated
filer in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_|. No |X|.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |_|. No |_|.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Common Stock, $.01 par value 986,939
(Class) (Outstanding at November 8, 2007)
================================================================================
CABELTEL INTERNATIONAL CORPORATION
Index to Quarterly Report on Form 10-Q
Period ended September 30, 2007
PART I: FINANCIAL INFORMATION.................................................3
Item 1. Financial Statements...............................................3
Consolidated Balance Sheets..............................................3
Consolidated Statements of Operations....................................5
Consolidated Statements of Cash Flow.....................................6
Notes To Consolidated Financial Statements...............................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk........11
Item 4. Controls and Procedures...........................................12
PART II: OTHER INFORMATION...................................................13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......13
Item 6. Exhibits..........................................................13
Signatures.................................................................15
2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CabelTel International Corporation
Consolidated Balance Sheets
(amounts in thousands)
September 30, December 31,
Assets 2007 2006
------ ------
(Unaudited)
Current assets
Cash and cash equivalents $ 108 $ 324
Notes and interest receivable - related party 1,612 1,428
Other current assets 38 36
Assets held for sale 6,564 7,047
------ ------
Total current assets 8,322 8,835
Property and equipment, at cost
Land and improvements 20 20
Buildings and improvements 172 169
Equipment and furnishings 317 290
------ ------
509 479
Less accumulated depreciation 387 364
------ ------
122 115
Deferred tax asset 491 491
Other assets 122 261
------ ------
Total Assets $9,057 $9,702
====== ======
The accompanying notes are an integral part of these
Consolidated Financial Statements.
3
CabelTel International Corporation
Consolidated Balance Sheets - Continued
(amounts in thousands, except share amounts)
September 30, December 31,
Liabilities and Stockholders' equity 2007 2006
-------- --------
(Unaudited)
Current liabilities
Accounts payable - trade $ 200 $ 439
Accrued expenses 150 124
Liabilities held for sale 6,564 6,642
Total current liabilities 6,914 7,205
Other long-term liabilities 392 418
-------- --------
Total liabilities 7,306 7,623
Stockholders' equity
Preferred stock, Series B 1 1
Common stock $.01 par value; authorized,
100,000,000 shares; 976,954 shares at
September 30, 2006 and 986,939 shares at
September 30, 2007 issued and outstanding 10 10
Additional paid-in capital 55,992 55,992
Accumulated deficit (54,252) (53,924)
-------- --------
1,751 2,079
-------- --------
Total Liabilities and Equity $ 9,057 $ 9,702
======== ========
The accompanying notes are an integral part of these
Consolidated Financial Statements.
4
CabelTel International Corporation
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
For The Three Months For The Nine Months
Ended September 30, Ended September 30,
2007 2006 2007 2006
------- ------- ------- -------
(Unaudited)
(Unaudited)
Revenue
Real estate operations $ 751 708 $ 2,233 $ 2,141
------- ------- ------- -------
Operating expenses
Real estate operations 294 313 924 1,001
Lease expense 232 233 691 707
Corporate general and administrative 225 202 699 765
------- ------- ------- -------
751 748 2,314 2,473
------- ------- ------- -------
Operating loss -- (40) (81) (332)
Other income (expense)
Interest income 28 95 84 417
Interest expense -- (91) -- (486)
Other 77 101 142 1,611
------- ------- ------- -------
105 105 226 1,542
------- ------- ------- -------
Earnings from continuing operations 105 65 145 1,210
Provision for income taxes -- -- -- 330
------- ------- ------- -------
Net income from continuing operations 105 65 145 880
Discontinued operations
Loss from operations -- (193) (159) (206)
Income (loss) from sale of assets -- -- (314) 418
------- ------- ------- -------
Net income (loss) on discontinued operations -- (193) (473) 212
------- ------- ------- -------
Net income (loss) applicable to common shares $ 105 $ (128) $ (328) $ 1,092
======= ======= ======= =======
Net earnings (loss) per common share -
basic and diluted
Continuing operations $ 0.11 $ 0.06 $ 0.15 $ 0.90
Discontinued operations -- (0.19) (0.48) 0.21
------- ------- ------- -------
Net income (loss) per share $ 0.11 $ (0.13) $ (0.33) $ 1.11
Weighted average of common and
equivalent shares outstanding -
basic and diluted 986 977 986 977
The accompanying notes are an integral part of these
Consolidated Financial Statements.
5
CabelTel International Corporation
Consolidated Statements of Cash Flow
(Amounts in thousands)
For The Nine Months
Ended September 30,
2007 2006
------- -------
(Unaudited) (Unaudited)
Cash flows from operating activities
Net earnings from continuing operations $ 145 $ 880
Adjustments to reconcile net earnings (loss) to net
cash used in operating activities
Depreciation and amortization 42 43
Gain from CableTEL AD break up fee -
related party -- (1,500)
Changes in operating assets and liabilities
Interest receivable (84) --
Other current and non-current assets (2) (207)
Other assets 122 10
Accounts payable and other liabilities (213) (193)
Deferred tax asset -- 330
Other liabilities (26) (42)
------- -------
Net cash used in operating activities (16) (679)
------- -------
Cash flows used in investing activities
Funding of note receivable (100) (1,377)
Collection of note receivable -- 306
Purchase of equipment (32) 18
------- -------
Net cash used in investing
activities (132) (1,053)
Cash flows from discontinued operations
Cash used in operating activities (46) (469)
Cash provided by (used for) investing activities -
proceeds from sale (22) 1,737
------- -------
Net cash provided (used in) by discontinued operations (68) 1,268
NET DECREASE IN CASH AND
CASH EQUIVALENTS (216) (464)
Cash and cash equivalents at beginning of period 324 650
------- -------
Cash and cash equivalents at end of period $ 108 $ 186
======= =======
Supplemental disclosure of cash flow information
Notes payable dissolved under rescission -- 7,245
Interest payable dissolved under rescission -- 900
Funds due from affiliate dissolved under rescission -- 8,236
Notes receivable funded under rescission -- 1,500
Loss on disposition of the Gainesville Outlet Mall (473) --
Assets held for sale 483 --
Liabilities held for sale 78 --
The accompanying notes are an integral part of these
Consolidated Financial Statements.
6
CabelTel International Corporation
Notes To Consolidated Financial Statements
Note A: Basis of Presentation
The accompanying unaudited consolidated financial statements include the
accounts of CabelTel International Corporation and its majority-owned
subsidiaries (collectively, "CIC" or the "Company"). All significant
intercompany transactions and accounts have been eliminated. Certain 2006
balances have been reclassified to conform to the 2007 presentation.
The unaudited financial statements included herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The financial statements reflect all adjustments that
are, in the opinion of Fmanagement, necessary to fairly present such information
All such adjustments are of a normal recurring nature. Although the Company
believes that the disclosures are adequate to make the information presented not
misleading, certain information and footnote disclosures, including a
description of significant accounting policies normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, have been condensed or omitted pursuant to such
rules and regulations.
These financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ending December 31, 2006. Operating results for
the three and six month period ended September 30, 2007 are not necessarily
indicative of the results that may be expected for any subsequent quarter or for
the fiscal year ending December 31, 2007.
Note B: Transfer of ownership of the Gainesville Outlet Mall
The Company has an agreement to transfer its ownership of the Gainesville outlet
mall and approximately 40 acres of vacant land to an independent third party.
The mall, which the Company acquired in 2003, has incurred both cash and
accounting losses for the past several years. The Company recorded an impairment
loss of $314,000 in the quarter ended March 31, 2007. Until the transfer is
completed, the third party will fund any cash shortfalls that the mall incurs.
The assets and liabilities being transferred have been reflected as Assets and
Liabilities Held for Sale. The Company anticipates the transfer will occur prior
to December 31, 2007.
Note C: Short-Term Note Receivable - Related Party
In 2006, the Company made an unsecured loan with a current principal balance of
$1,377,000 to Eurenergy Resources Corporation (a company that is 20% owned by an
entity deemed to be related to CabelTel). The loan has an annual interest rate
of 8% per annum with principal and interest payable within 30 days after demand.
As of September 30, 2007, accrued interest was $135,000.
In September 2007, the Company made a $100,000 loan to an entity affiliated to
the Company. This loan was repaid on October 1, 2007.
7
Note D: Discontinued Operations
Effective June 30, 2006, the Company sold all of its membership interests in
Gaywood Oil & Gas, LLC and Gaywood Oil & Gas II, LLC (collectively "Gaywood")
which owned oil and gas leases in Gregg and Rusk Counties, Texas and on which
approximately 50 oil-producing wells were operating. These wells averaged two to
three barrels of oil per day. The sale price of $1,737,000 was received in cash
on July 5, 2006. The Company recorded a gain on the sale of $418,000. The
operation of Gaywood has been reflected as a discontinued operation in 2006.
The operation of the Gainesville outlet mall has been reflected as a
discontinued operation in 2007 and 2006. (See Note B: Transfer of ownership of
the Gainesville Outlet Mall).
Nine Months Three Months Nine Months
Discontinued Operations Ended Ended Ended
September 30, September 30, September 30,
2007 2006 2006
------- ------- -------
Revenue $ 542 $ 383 $ 2,167
Operating Expenses 663 481 2,071
------- ------- -------
Operating loss (121) (98) 96
Income (Expense)
Interest expense (78) (109) (339)
Other income 40 14 37
------- ------- -------
Loss from continuing operations (159) (193) (206)
Gain (loss) on sale of assets (314) -- 418
------- ------- -------
Net loss on discontinued operations $ (473) $ (193) $ 212
======= ======= =======
Note E: Contingencies
The Company is involved in various lawsuits arising in the ordinary course of
business. Management is of the opinion that the outcome of these lawsuits will
have no material impact on the Company's financial condition, results of
operations or liquidity.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's Consolidated Financial Statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. Certain of the Company's accounting policies
require the application of judgment in selecting the appropriate assumptions for
calculating financial estimates. By their nature, these judgments are subject to
an inherent degree of uncertainty. These judgments and estimates are based upon
the Company's historical experience, current trends and information available
from other sources that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.
The Company believes the following critical accounting policies are more
significant to the judgments and estimates used in the preparation of its
consolidated financial statements. Revisions in such estimates are recorded in
the period in which the facts that give rise to the revisions become known.
The Company's allowance for doubtful accounts receivable and notes receivable is
based on an analysis of the risk of loss on specific accounts. The analysis
places particular emphasis on past due accounts. Management considers such
information as the nature and age of the receivable, the payment history of the
tenant, customer or other debtor and the financial condition of the tenant,
customer or other debtor. Management's estimate of the required allowance, which
is reviewed on a quarterly basis, is subject to revision as these factors
change.
Deferred Tax Assets
Significant management judgment is required in determining the provision for
income taxes, deferred tax assets and liabilities and any valuation allowance
recorded against net deferred tax assets. The future recoverability of the
Company's net deferred tax assets is dependent upon the generation of future
taxable income prior to the expiration of the loss carry forwards. The Company
believes that it will generate future taxable income to fully utilize the net
deferred tax assets.
Liquidity and Capital Resources
At September 30, 2007, the Company had current assets, exclusive of Assets Held
for Sale, of $1.8 million and current liabilities, exclusive of Liabilities Held
for Sale, of $350,000.
Cash and cash equivalents at September 30, 2007 were $108,000, as compared to
$324,000 at December 31, 2006.
Net cash used in operating activities was $16,000 for the nine months ended
September 30, 2007. During the nine-month period, the Company had a net income
from continuing operations of $145,000.
Net cash used in investing activities was $132,000 for the nine months ended
September 30, 2007, consisting of a short term loan to an affiliate of $100,000
and the purchase of $32,000 of equipment at the Company's retirement community.
9
No cash flows were provided by or used in financing activities in the nine
months ended September 30, 2007.
Net cash used in discontinued operations was $68,000 in 2007, which represents
the net cash expenditures at the Gainesville Outlet Mall for the three months
ended March 31, 2007.
Results of Operations
The Company reported a net profit (loss) of $105,000 and ($328,000) for the
three and nine months ended September 30, 2007, as compared to ($128,000) and
$1.1 million for the three and nine months ended September 30, 2006.
For the three and nine months ended September 30, 2007, the Company recorded
revenues of $751,000 and $2.2 million for its real estate operations, as
compared to $708,000 and $2.1 million for the three and nine months ended
September 30, 2006. The increases in revenue represent rate increases at the
Company's retirement community, which is fully occupied and anticipated to
remain so for the balance of 2007.
For the three and nine months ended September 30, 2007, real estate operating
expenses were $294,000 and $924,000, as compared to $313,000 and $1.0 million
for the three and nine months ended September 30, 2006. The decrease was due to
an overall decrease in operating expenses.
General and administrative expenses for the three and nine months ended
September 30, 2007 were $225,000 and $699,000 as compared to $202,000 and
$765,000 for the same periods in 2006. 2007 includes $29,000 for prior year
income taxes. In 2006 the Company incurred approximately $80,000 in payroll and
consulting fees not incurred in 2007. In general, there was an overall reduction
in administrative costs in the latter part of 2006 which has had the effect of
lowering administrative costs in 2007.
For the three and nine months ended September 30, 2007, interest income was
$28,000 and $84,000, as compared to $95,000 and $417,000 for the three and nine
months ended September 30, 2006. During the first quarter of 2006, the Company
recorded interest income of $307,000 on loans for funds that were advanced to
CableTEL AD for operating expenses. The balance of the interest income is from
current and former notes receivable held by the Company.
There was no interest expense for the three and nine months ended September 30,
2007, as compared to $91,000 and $486,000 for the three and nine months ended
September 30, 2006. During the first quarter of 2006, the Company recorded
interest expense of $307,000 on loans it made to acquire funds which were
provided to CableTEL AD for operating expenses. The interest expense equaled the
interest income.
Other income was $77,000 and $142,000 for the three and nine months ended
September 30, 2007, compared to $101,000 and $1.6 million for the three and nine
month periods ended September 30, 2006. The income in 2006 was due almost
entirely to the Company's rescinding its acquisition of CableTEL AD for which it
received and recorded a break up fee of $1.5 million net of expenses. The
balance of the income represents cash received from receivables that were
previously fully reserved.
10
Forward Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: A number of the matters and subject areas discussed in this filing that
are not historical or current facts deal with potential future circumstances,
operations and prospects. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from the Company's actual
future experience involving any one or more of such matters and subject areas
relating to interest rate fluctuations, the ability to obtain adequate debt and
equity financing, demand, pricing, competition, construction, licensing,
permitting, construction delays on new developments, contractual and licensure,
and other delays on the disposition, transition, or restructuring of currently
or previously owned, leased or managed properties in the Company's portfolio,
and the ability of the Company to continue managing its costs and cash flow
while maintaining high occupancy rates and market rate charges in its retirement
community. The Company has attempted to identify, in context, certain of the
factors that it currently believes may cause actual future experience and
results to differ from the Company's current expectations regarding the relevant
matter of subject area. These and other risks and uncertainties are detailed in
the Company's reports filed with the Securities and Exchange Commission ("SEC"),
including the Company's Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q.
Inflation
The Company's principal source of revenue is rents from a retirement community
and fees for services rendered. The real estate operation is affected by rental
rates that are highly dependent upon market conditions and the competitive
environment in the areas where the property is located. Compensation to
employees and maintenance are the principal cost elements relative to the
operation of this property. Although the Company has not historically
experienced any adverse effects of inflation on salaries or other operating
expenses, there can be no assurance that such trends will continue or that,
should inflationary pressures arise, the Company will be able to offset such
costs by increasing rental rates in its real estate operation.
Environmental Matters
The Company has conducted environmental assessments on most of its existing
owned or leased properties. These assessments have not revealed any
environmental liability that the Company believes would have a material adverse
affect on the Company's business, assets or results of operations. The Company
is not aware of any such environmental liability. The Company believes that all
of its properties are in compliance in all material respects with all federal,
state and local laws, ordinances and regulations regarding hazardous or toxic
substances or petroleum products. The Company has not been notified by any
governmental authority and is not otherwise aware of any material
non-compliance, liability or claim relating to hazardous or toxic substances or
petroleum products in connection with any of its communities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Nearly all of the Company's debt is financed at fixed rates of interest.
Therefore, the Company has minimal risk from exposure to changes in interest
rates.
11
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13(a)-15(b), the Company's management, including the
principal executive officer, chief financial officer and principal accounting
officer, conducted an evaluation as of the end of the period covered by this
Report, of the effectiveness of the Company's disclosure controls and procedures
as defined in Exchange Act Rule 13(a)-15(e). Based on that evaluation, the chief
executive officer and the chief financial officer concluded that the Company's
disclosure controls and procedures were effective as of the end of the period
covered by this Report. As required by Rule 13(a)-15(d), the Company's
management, including the chief executive officer, chief financial officer and
principal accounting officer, also conducted an evaluation of the Company's
internal controls over financial reporting to determine whether any changes
occurred in the third fiscal quarter that materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting. Based on that evaluation, there has been no such change during the
third fiscal quarter.
It should be noted that any system of controls, however well designed and
operated, can only provide reasonable and not absolute assurance that the
objectives of the system will be met. In addition, the design of any control
system is based, in part, on certain assumptions about the likelihood of future
events.
12
PART II: OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the period of time covered by this Report, CabelTel International
Corporation did not repurchase any of its equity securities under any formal
repurchase plan. The following table sets forth a summary for the quarter,
indicating no repurchases were made under a formal program and that, at the end
of the period covered by this Report, no specified number of shares may be yet
be repurchased under any program in place.
Total Number of
Shares
Purchased as Maximum Number of
Part of Shares that May
Total Number Average Price Publicly Yet be Purchased
of Shares Paid per Announced Under the
Period Purchased Share Program Program(a)
--------- --------------- --------------- --------------- ---------------
Balance as of June 30, 2007..... 10 $ 4.45 -- --
July 1-31, 2007................. -- -- -- --
August 1-31, 2007............... 4 3.42 -- --
September 1-30, 2007 ........... -- -- -- --
--------------- --------------- --------------- ---------------
Total .......................... 14 $ 4.15 -- --
=============== =============== =============== ===============
(a) As a courtesy to stockholders of less than 100 shares and to relieve such
stockholders of having to pay a broker's commission, the Company, although
not obligated to do so, has periodically repurchased its common stock at
the then most recent closing price of the Company's common stock on the
last trading day before the stock certificate(s) is (are) actually received
by the Company from the stockholder. The number of such shares purchased in
any period of time has been minimal. Four shares were purchased during the
quarter ended September 30, 2007.
ITEM 6. EXHIBITS
The following exhibits are filed herewith or incorporated by reference as
indicated below.
Exhibit Designation Exhibit Description
3.1 Articles of Incorporation of Medical Resource Companies of
America (incorporated by 3.1 reference to Exhibit 3.1 to
Registrant's Form S-4 Registration Statement No. 333-55968
dated December 21, 1992)
3.2 Amendment to the Articles of Incorporation of Medical
Resource Companies of America (incorporated by reference to
Exhibit 3.5 to Registrant's Form 8-K dated April 1, 1993)
3.3 Restated Articles of Incorporation of Greenbriar Corporation
(incorporated by reference to Exhibit 3.1.1 to Registrant's
Form 10-K dated December 31, 1995)
3.4 Amendment to the Articles of Incorporation of Medical
Resource Companies of America (incorporated by reference to
Exhibit to Registrant's PRES 14-C dated February 27, 1996)
13
3.5 Bylaws of Registrant (incorporated by reference to Exhibit
3.2 to Registrant's Form S-4 Registration Statement No.
333-55968 dated December 21, 1992)
3.6 Amendment to Section 3.1 of Bylaws of Registrant adopted
October 9, 2003 (incorporated by reference to Exhibit 3.2.1
to Registrant's Form S-4 Registration Statement No.
333-55968 dated December 21, 1992)
3.7 Certificate of Decrease in Authorized and Issued Shares
effective November 30, 2001 (incorporated by reference to
Exhibit 2.1.7 to Registrant's Form 10-K dated December 31,
2002)
3.8 Certificate of Designations, Preferences and Rights of
Preferred Stock dated May 7, 1993 relating to Registrant's
Series B Preferred Stock (incorporated by reference to
Exhibit 4.1.2 to Registrant's Form S-3 Registration
Statement No. 333-64840 dated June 22, 1993)
3.9 Certificate of Voting Powers, Designations, Preferences and
Rights of Registrant's Series F Senior Convertible Preferred
Stock dated December 31, 1997 (incorporated by reference to
Exhibit 2.2.2 of Registrant's Form 10-KSB for the fiscal
year ended December 31, 1997)
3.10 Certificate of Voting Powers, Designations, Preferences and
Rights of Registrant's Series G Senior Non-Voting
Convertible Preferred Stock dated December 31, 1997
(incorporated by reference to Exhibit 2.2.3 of Registrant's
Form 10-KSB for the fiscal year ended December 31, 1997)
3.11 Certificate of Designations dated October 12, 2004 as filed
with the Secretary of State of Nevada on October 13, 2004
(incorporated by reference to Exhibit 3.4 of Registrant's
Current Report on Form 8-K for event occurring October 12,
2004)
3.12 Certificate of Amendment to Articles of Incorporation
effective February 8, 2005 (incorporated by reference to
Exhibit 3.5 of Registrant's Current Report on Form 8-K for
event occurring February 8, 2005)
31.1* Certification pursuant to Rule 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended, of Principal
Executive Officer and Chief Financial Officer
32.1* Certification of Principal Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. ss. 1350
*Filed herewith.
14
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CabelTel International Corporation
Date: November 14, 2007 By: /s/ Gene S. Bertcher
----------------------------------
President and
Chief Financial Officer