Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 2005
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 (IRS Employer
Incorporation or organization) Identification No.)
1755 Wittington Place, Suite 340, Dallas, Texas 75234
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 407-8400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
YES [X] NO [ ]
At April 30, 2005 the issuer had outstanding approximately 977,000 shares of par
value $.01 Common Stock.
CABELTEL INTERNATIONAL CORPORATION
Index to Quarterly Report on Form 10-Q
Period ended March 31, 2005
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
Consolidated Statements Of Cash Flows - Continued........................7
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........14
ITEM 4. CONTROLS AND PROCEDURES...........................................14
Part II: Other Information....................................................16
ITEM 6. EXHIBITS...........................................................16
SIGNATURES.................................................................17
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
- ----------------------------
CabelTel International Corporation
Consolidated Balance Sheets
(Amounts in thousands)
March 31, December 31,
Assets 2005 2004
(Unaudited)
------------ ------------
Current Assets
Cash and cash equivalents $ 671 $ 1,352
Accounts receivable-trade 1,297 1,016
Inventory 179 1,166
Notes receivable 756 856
Assets held for sale 3,023 3,939
Other current assets, net 4,103 710
------------ ------------
Total Current Assets 10,029 9,039
Property and equipment, at cost
Land and improvements 2,114 2,114
Buildings and improvements 8,593 9,982
Equipment and furnishings 13,233 12,246
Assets under construction 10,523 11,571
Proven oil and gas properties (full cost method) 1,281 1,357
------------ ------------
35,744 37,270
Less accumulated depreciation, depletion and
amortization (5,442) (5,172)
------------ ------------
30,302 32,098
Goodwill 8,260 8,339
Other Assets 1,575 1,037
------------ ------------
Total Assets $ 50,166 $ 50,513
============ ============
3
CabelTel International Corporation
Consolidated Balance Sheets - Continued
(Amounts in thousands)
March 31, December 31,
Liabilities and Stockholders' Equity 2005 2004
(Unaudited)
------------ ------------
Current Liabilities
Current maturities of long-term debt $ 10,892 $ 9,603
Accounts payable - trade 7,490 3,887
Accrued expenses 7,685 9,498
Other current liabilities 318 1,792
------------ ------------
Total Current Liabilities 26,385 24,780
Long-term debt 19,200 20,263
Other long term liabilities 1,321 1,557
------------ ------------
Total Liabilities 46,906 46,600
Minority Interest 2,930 2,954
Stockholders' Equity
Preferred stock Series B 1 1
Preferred stock Series J 3,150 3,150
Common stock $.01 par value; authorized,
4,000,000 shares; shares issued and
outstanding, 977,000 10 10
Additional paid-in capital 4 4
Accumulated other comprehensive income (loss) 889 1,014
Retained earnings (3,724) (3,220)
330 959
------------ ------------
Total Liabilities & Stockholders' Equity $ 50,166 $ 50,513
============ ============
4
CabelTel International Corporation
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
For The Three Month
Period Ended March 31,
2005 2004
--------- ---------
(Unaudited)
Revenue
Cable operations $ 2,405 $ 2,178
Real estate operations 1,150 --
Oil and gas operations 414 --
--------- ---------
3,969 2,178
--------- ---------
Operating expenses
Cable operation 1,872 1,249
Real estate operations 615 --
Oil and gas operations 267 --
Lease expense 575 195
Depreciation, depletion and amortization 558 604
Corporate, general and administrative 1,633 649
--------- ---------
5,520 2,697
--------- ---------
Operating earnings (loss) (1,551) (519)
Other income (expense)
Interest income 40 3
Interest expense (827) (49)
Loss on foreign exchange transactions, net (281) (54)
Net gain on sale cable duct 1,843 --
Net (loss) on sale of assets (118) (223)
Other 389 312
--------- ---------
1,046 (11)
--------- ---------
Earnings from continuing operations before
Income taxes and minority interest (505) (530)
Income tax (income) expense 14 (18)
Minority interest (income) expense (15) 65
--------- ---------
Net earnings (loss) from continuing operations (504) (577)
--------- ---------
Earnings per share - basic and diluted
Net earnings (loss) per share $ (0.52) $ (0.59)
Basic weighted average common shares 977 977
In accordance with the provisions of the acquisition agreement the Company is
required to seek shareholder approval permitting the Series J shareholders to
exchange into 8,788,000 shares of the Company's common stock. The following pro
forma earnings per share assume such exchange has occurred.
Pro forma earnings per share - basic and diluted
Net income (loss) $ (0.05) $ (0.06)
Diluted weighted average common shares 9,766 9,766
5
CabelTel International Corporation
Consolidated Statements Of Cash Flow
(Amounts in thousands)
For the three month
Period Ended March 31,
2005 2004
(Unaudited) (Unaudited)
Cash flows from operating activities
Net loss $ (504) $ (577)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation, depletion and amortization 558 604
Net loss on foreign currency transactions 281 54
Net (gain) loss on sale of assets (1,725) 223
Changes in operating assets and liabilities
Accounts receivable (314) 9
Other current and non current assets 1,321 (314)
Accounts payable and other liabilities (2,360) (682)
----------- -----------
Net cash used in operating activities (2,743) (683)
Cash flows provided by (used in) investing activities
Proceeds from sale of assets 1,836 --
Purchase of property and equipment, net -- (992)
----------- -----------
Net cash provided by (used in) investing
Activities 1,836 (992)
Cash flows from financing activities
Proceeds from borrowings 4,047 1,115
Payments on debt (3,821) --
----------- -----------
Net cash provided by (used in) financing
Activities 226 1,115
Net increase (decrease) in cash and (681) (560)
cash equivalents
Cash and cash equivalents at beginning of period 1,352 1,420
----------- -----------
Cash and cash equivalents at end of period $ 671 $ 860
----------- -----------
6
CabelTel International Corporation
Consolidated Statements Of Cash Flows - Continued
(Amounts in thousands)
For the three month
Period Ended March 31,
2005 2004
(Unaudited) (Unaudited)
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest 661 --
Cash paid for taxes -- 9
Schedule of non cash investing and financing activities:
Unrealized foreign currency translation loss (125) 178
Purchase of property and equipment vendor financed (3,119) --
Sale of property and equipment for short term receivable 2,179 --
Notes To Consolidated Financial Statements
For the Unaudited Three Months Ended March 31, 2005 and 2004
Note A: Basis of Presentation
The accompanying unaudited consolidated financial statements include the
accounts of CabelTel International Corporation and its majority-owned
subsidiaries (collectively, "the Company"). All significant intercompany
transactions and accounts have been eliminated.
The financial statements reflect all adjustments that are, in the opinion of
management, 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 accompanying notes included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004. Operating
results for the three month period ended March 31, 2005 are not necessarily
indicative of the results that may be expected for any subsequent quarter or the
year ended December 31, 2005.
Note B: Notes Receivable
As a result of the sale of two communities in 2001 the Company holds tax-exempt
notes in the amount of $4,030,000 bearing interest at 9.5%. The notes mature on
April 1, 2032, and August 1, 2031 respectively. In addition, as the result of a
property sale in March 2005 the Company has a $200,000 non interest bearing
note.
The repayment of the notes is limited to the cash flow of the respective
communities either from operations, refinance or sale. The Company has valued
the notes and accrued interest at zero and will record any cash received in the
form of interest or principal as income.
7
Note C: Long-Term Obligations
Long-term debt is comprised of the following (in thousands):
March 31, December 31,
2005 2004
------------ ------------
Notes payable to financial institutions maturing through
2018; fixed and variable interest rates ranging from
5.75% to 11%; collateralized by property, fixtures,
equipment and the assignment of rents $ 15,212 $ 14,112
Notes payable to individuals and companies maturing
through 2023; variable and fixed interest rates ranging
from 10% to 18% collateralized by real property,
personal property, fixtures, equipment and the
assignment of rents 2,897 5,232
Notes payable to related parties, bearing interest at rates ranging
from 15% to 18% 11,983 10,522
------------ ------------
30,092 29,866
Less: current maturities 10,892 9,603
============ ============
$ 19,200 20,263
Note D - Net Gain on Sale of Cable Duct
The fiber optic backbone that CableTEL AD is constructing consists of three
separate and independent fiber optic ducts and CableTEL AD only needs one for
its operations. The other two ducts have been constructed to sell to independent
third parties. CableTEL AD has a contract for the sale of one duct for a total
price of approximately $13,000,000 and is recording the sale and the related
gain as various segments of the duct are completed and turned over to the buyer.
CableTEL AD recorded a sale of approximately $1,800,000 in 2004. During the
three months ended March 31, 2005 CableTEL AD delivered another segment and
recorded a sale of $4,200,000 and a gain of $1,843,000. It is anticipated that
CableTEL AD will record the balance of the contract during the remainer of 2005
8
NOTE E - SEGMENT REPORTING
Business Operations
The Company operates three separate distinct businesses
o The Company's principal business is telecommunications
activities in Bulgaria and surrounding countries including
subscription cable television, fixed voice telephony services
and data services.
o The ownership and operation of real estate through one
retirement community in King City, Oregon, with a capacity of
114 residents, leasing of a residential retirement property to
a third party in Greenville, South Carolina and ownership and
operation of an outlet mall in Gainesville, Texas with
approximately 315,000 square feet of retail space available
for lease.
o The ownership of oil and gas leases in Gregg and Rusk
Counties, Texas on which 48 producing wells were operating as
of March 31, 2005.
The segment information and reconciliation to income (loss) from operations that
follows includes the Bulgarian telecommunications activities and US operations
for the three months ended March 31, 2005. For the three months ended March 31,
2005 the Bulgarian telecommunication was the only segment of the Company.
Three months ended March 31, 2005 (amounts in thousands)
Real Oil Consolidated
Cable Corporate Estate Operation CIC
----------------------------------------------------------------
Revenue 2,405 -- 1,150 414 3,969
----------------------------------------------------------------
Operating expenses
Cable operations 1,872 -- 615 267 2,754
Lease expense 344 20 211 -- 575
Depletion, depreciation and
amortization 400 -- 132 26 558
Corporate general and administrative 1,366 267 -- -- 1,633
----------------------------------------------------------------
3,982 287 958 293 5,520
----------------------------------------------------------------
Operating earning (loss) (1,577) (287) 192 121 (1,551)
Interest Expense 361 384 82 -- 827
(Loss) on sale of assets
-- (42) (76) (118)
Gain on sale of cable duct 1,843 -- -- -- 1,843
Net earnings (loss) (37) (609) 97 45 (504)
Total Assets 25,768 11,117 11,862 1,419 50,166
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- -------------------------------------------------------------------
AND RESULTS OF OPERATIONS
- -------------------------
Overview
9
In October 2004 the Company acquired an indirect subsidiary CableTEL
AD, which is a cable television operator in the Country of Bulgaria. At present
CableTEL AD estimates that its cable subscribers represent approximately 11.5%
of the market in Bulgaria. CableTEL AD also operates fixed voice telephony
services, national cable television and provides internet access data services
primarily in Bulgaria.
While the Company was the acquirer, due to the relative values of the
entities for reporting purposes this transaction is being accounted for as a
reverse acquisition. As a reverse acquisition, for reporting purposes the
Company is being accounted for as if it had been acquired effective October 1,
2004. For that reason, the following discussion, when comparing the results of
operations for three months ended March 31, 2005 with the three months ended
March 31, 2004 will include only CableTEL AD. for the three months ended March
31, 2004.
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. 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 critical accounting policies relate to and the evaluation of the
collectibility of accounts and notes receivable and the evaluation of potential
impairment of goodwill.
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 resident, customer or other debtor and the financial condition of the tenant
or other debtor. Our estimate of the required allowance, which is reviewed on a
quarterly basis, is subject to revision as these factors change.
The carrying value of goodwill is reviewed annually for impairment by
reviewing any events or changes in circumstances such as significant declines in
sales, earnings or cash flows or material adverse changes in the business
climate which would indicate that its fair value may be less than its carrying
value. If any impairment were indicated as a result of such reviews we would
measure it using a fair value methodology on a report unit basis to determine
the amount of the impairment.
10
Liquidity and Capital Resources
At March 31, 2005 the Company had current assets of $10,029,000 and
current liabilities of $26,385,000. During the past twenty-one months CableTEL
AD has for the most part completed the first fiber optic backbone in Bulgaria
with connectivity to Turkey, Greece, Romania and Macedonia. The total investment
in the backbone will be approximately $30,000,000. Most of the costs to
construct the backbone were incurred in 2004 and the first three months of 2005
and were financed both through debt and vendor financing.
CableTEL AD is constructing three separate and independent fiber optic
ducts and only needs one for its operations. The other two ducts are being
constructed for the purpose of sale to independent third parties. CableTEL AD
has sold one duct for a total contract price of approximately $13,000,000.
CableTEL AD has recorded approximately $1,800,000 in 2004 and $4,200,000 in the
first three months of 2005 and anticipates recording the balance of $7,000,000
in the remainder of 2005. CableTEL AD is actively pursuing a sale of the
remaining duct.
Included in current liabilities is a $1,147,000 mortgage loan for an
assisted living community located in South Carolina. This community was sold in
May 2005 and the cash proceed were sufficient to repay the mortgage.
Also included in current liabilities is an obligation of principal and
accrued interest of $2,768,000 the terms of which are similar to that of
preferred stock whereby the Company can only pay this obligation out of
available earned surplus.
Future acquisitions by the Company are dependent upon obtaining capital
and financing through various means, including financing obtained from loans,
debt or equity offerings and, to the extent available, cash generated from
operations. There can be no assurance that the Company will be able to obtain
adequate capital to finance its projected growth.
Cash and cash equivalents at March 31, 2005 were $671,000 compared with
$1,352,000 at December 31, 2004.
Net cash used by operating activities was $2,743,000 for the three
months ended March 31, 2005. During the quarter the Company had a loss net loss
of $504,000. Included in the first quarter of 2005 was a net gain of $1,843,000
on the sale of an additional segment of the cable duct that CableTEL AD has
under contract for sale. The cash from the sale was received in April 2005.
Net cash provided in investing activities was $1,836,000 for the three
months ended March 31, 2005. In March 2005 the Company sold an assisted living
community and received approximately $1,760,000. The proceeds were used
principally to pay off the existing mortgage. During the three months ended
March 31, 2005 CableTel AD invested approximately $3,119,000 for the purchase of
equipment that upgraded the existing cable infrastructure as well as
construction of the backbone. This investment was principally vendor financed.
11
Net cash flow from financing activities was $226,000 in the three
months ended March 31, 2005. The additional funds received of $4,047,000 from
financing activities during the three months were principally used to repay
existing trade payables and short term debt.
Results of Operations
The Company reported a net loss of $504,000 for the three months ended
March 31, 2005, as compared to a net loss of $577,000 for the corresponding
period in 2004
Revenue from cable operations was $2,405,000 for the three months ended
March 31, 2005, as compared to $2,178,000 for the corresponding period in the
prior year. These revenues are from subscribers for cable services in Bulgaria.
The increase in revenues from 2005 to 2004 is based almost exclusively on rate
increases for services.
For the first three months of 2005 the Company recorded $1,150,000 in
revenue for its real estate operations and $414,000 for its oil and gas
operation. The Company's retirement project is fully occupied and it is
anticipated that it will remain so during 2005. The Company's retail shopping
mall was approximately 76% occupied in March 2005. The oil operation is
benefiting from record high prices for crude oil. While our production is stable
we have no control over what prices will be in 2005.
CATV operations expense was $1,872,000 in the first three months of
2005 as compared to $1,249,000 for the corresponding period in the prior year.
The cost of acquiring programming rights for cable product increased by $432,000
in 2005 as compared to 2004. In addition there was an overall increase in costs
in general in anticipation of the backbone being completed and more services
being offer.
For the first three months of 2005 the Company recorded $615,000 in
expenses for its real estate operations and $267,000 for its oil and gas
operation.
Lease expense for the cable operation was $344,000 in 2005 compared to
$195,000 for the corresponding period in the prior year. The majority of the
lease cost increase is due to increases at the corporate level. The development
and construction of the backbone and the growth of the overall operation created
a need for larger corporate offices in Bulgaria.
For the first three months of 2005 the Company had lease expenses of
$231,000 in the United States which was principally incurred by its real estate
operation.
Depreciation, depletion and amortization for CableTEL AD was $400,000
for the three months ended March 31, 2005 and $604,000 for corresponding period
in the prior year. The decrease in 2005 is due in part to CableTEL AD's changing
the determination of useful life of certain of its depreciable assets.
For the first three months of 2005 the depreciation expense for the
real estate operation was $132,000 and the depletion of the oil operation was
$26,000.
Corporate general and administrative expense for CableTEL AD was
$1,191,000 for the three months ended March 31, 2005 and $650,000 in the
12
corresponding period for the prior year. The bulk of the increase is
attributable either directly or indirectly to increased administrative personnel
in Bulgaria. Personnel expenses increased by approximately $300,000. This
included personnel to oversee the construction of the backbone and additional
marketing, accounting and technical personnel. Professional fees, principally
accounting and auditing fees, have increased by approximately $200,000 due to
both the increased scope of the business as well as additional costs of being
associated with a publicly traded company in the United States.
For the first three months of 2005 the corporate general and
administrative expense for the United States operation was $267,000.
Interest expense for CableTEL AD was $361,000 for the first three
months of 2005 compared to $49,000 for the corresponding period in the prior
year. The increased interest expense was principally due to the cost of
completing the backbone which was primarily financed with debt.
For the first three months of 2005 the interest expense for certain
foreign corporate subsidiaries acquired by the Company as part of the October
14, 2004 acquisition was $316,000. With respect to the U.S. operations the
interest expense for the real estate operation was $82,000 and corporate
interest was $68,000.
The net loss on foreign exchange transactions was $281,000 and $54,000
for the first three months of 2005 and 2004 respectively. Transactions in
foreign currency are accounted for at the exchange rates prevailing at the time
of the transaction. Gains or losses resulting from the settlement of such
transactions are recognized in the income statement.
The net gain on the sale of a cable duct by CableTEL AD was $1,843,000
in the first three months of 2005. The gain in 2004 represents approximately 30%
of the anticipated gain on the sale of one of the three ducts in our backbone
that was sold to a third party. Access to the ducts are being delivered and paid
for in segments.
The loss on the sale of assets by CableTEL AD in 2004 was $223,000 from
the sale of a subsidiary. The loss was $118,000 in 2005 consisted of $76,000
from the sale of certain oil wells and $40,000 from the sale of an assisted
living community.
Other net income for CableTEL AD was $348,000 for the first three
months of 2005 and $312,000 in the corresponding period of 2004. The largest
component of other income is penalties received from cable subscribers and
miscellaneous fees collected by CableTEL AD from various sources.
Inflation
The effects of inflation on the Company's operations are not
quantifiable. The Company's principal sources of revenues impacted by
inflationary increases are monthly fees charged for cable television access. The
principal expense would be wages. Property operations tend to fluctuate. To the
extent that inflation affects interest rates it would not significantly affect
current borrowings which are mostly at fixed rates. It could affect future
borrowings.
13
Environmental Matters
Management is not aware of any environmental liability that would have
a material adverse effect on the Company's business, assets or results of
operations.
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, we have minimal risk from exposure to changes in interest
rates. The future growth of the Company is dependent on obtaining capital to
grow. Significant increases in interest rates could negatively impact our growth
plans.
Foreign Exchange Risk
CableTEL AD operates in Bulgaria and is currently exposed to foreign
exchange risk arising from purchase of program rights and equipment from foreign
suppliers and long term debt, both of which are denominated in US dollars.
Liquidity Risk
CableTEL AD's growth and construction of the backbone were financed
through borrowed funds. While the Company believes that the sale of the
additional two ducts in the backbone, the revenue generated by the sale of
access to the backbone for international calls in the region and positive cash
flow from operations of its cable network will generate cash to repay its
obligations or support refinancing when its debt comes due, there is no
assurance that these sums will be adequate.
ITEM 4. CONTROLS AND PROCEDURES
- -------------------------------
As required by Rule 13a-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 13a-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 13a-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 fourth fiscal quarter that materially affected, or are reasonably like to
materially effect, the Company's internal control over financial reporting.
Based on that evaluation, there has been no such change during the fourth fiscal
quarter.
14
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.
15
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS
- ----------------
Exhibit 31.1 - Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) or Rule 15d-14(a)
Exhibit 31.2 - Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) or Rule 15d-14(a)
Exhibit 32.1 - Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Rule 13a-14(b), 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
16
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
undersigned, thereunto duly authorized.
CabelTel International Corporation
Date: May 13, 2005 By: /s/ Gene S. Bertcher
--------------------------------
President & Chief Financial Officer
17