-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kbts4G5DaqQn0Ay5QlyAl6ltXCVCE/c/x46KYfbVHjll+iLDFyRRH/36bHUhn71b X4yhvOJe/BV7jGzEzb6Arg== 0001010549-05-000265.txt : 20050418 0001010549-05-000265.hdr.sgml : 20050418 20050418162405 ACCESSION NUMBER: 0001010549-05-000265 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CabelTel International Corp CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08187 FILM NUMBER: 05756846 BUSINESS ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724078400 MAIL ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: GREENBRIAR CORP DATE OF NAME CHANGE: 19960514 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 10-K/A 1 cabeltel10ka123104.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 ---------------------------------------------------- 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 Identification Incorporation or organization) Number) 1755 Wittington Place, Suite 340, Dallas, Texas 75234 - ----------------------------------------------- ------------------------ (Address of prinicpal executive offices) (Zip Code) Registrant's Telephone Number, including area code 972-407-8400 ---------------------------- Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of each exchange on which registered Common Stock, $0.01 par value American Stock Exchange - ----------------------------- ----------------------------------------- Securities registered pursuant to Section 12(g) of the Act: None 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ] The aggregate market value of the voting stock held by non-affiliates of the issuer, computed by reference to the closing sales price on March 31, 2005, was approximately $2,424,000. At March 31, 2005, the issuer had outstanding approximately 977,000 shares of par value $0.01 Common Stock. DOCUMENTS INCORPORATED BY REFERENCE None REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders Cabeltel International Corporation, formerly Greenbriar Corporation We have audited the accompanying consolidated balance sheets of Cabeltel International Corporation, formerly Greenbriar Corporation and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cabeltel International Corporation, formerly Greenbriar Corporation and subsidiaries as of December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. /s/ FARMER FUQUA & HUFF, P.C. Plano, TexasApril 15, 2005
CabelTel International Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS (Amounts in thousands) December 31, ASSETS 2004 2003 -------- -------- CURRENT ASSETS Cash and cash equivalents $ 1,352 $ 1,427 Accounts receivable - trade 1,016 443 Notes receivable 856 Inventory 1,166 235 Assets held for sale 3,939 Other current assets, net 710 1,573 -------- -------- Total current assets 9,039 3,678 PROPERTY AND EQUIPMENT, AT COST Land and improvements 2,114 Buildings and improvements 9,982 544 Equipment and furnishings 12,246 7,378 Assets under construction 11,571 3,833 Proven oil and gas properties (full cost method) 1,357 -------- -------- 37,270 11,755 Less accumulated depreciation, depletion, and amortization (5,172) (3,454) -------- -------- 32,098 8,301 Goodwill 8,339 2,905 OTHER ASSETS 1,037 80 -------- -------- Total Assets $ 50,513 $ 14,964 ======== ======== F-2 CabelTel International Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS - CONTINUED (Amounts in thousands, except share amounts) December 31, LIABILITIES AND STOCKHOLDERS' EQUITY 2004 2003 -------- -------- CURRENT LIABILITIES Current maturities of long-term debt $ 9,603 $ 2,553 Current notes payable 352 Accounts payable - trade 3,887 964 Accrued expenses 9,498 134 Other current liabilities 1,792 2,211 -------- -------- Total current liabilities 24,780 6,214 LONG-TERM DEBT Long -tem debt 9,740 Long-term debt - related parties 10,523 2,120 -------- -------- 20,263 2,120 -------- -------- OTHER LONG-TERM LIABILITIES 1,557 68 -------- -------- Total liabilities 46,600 8,402 Minority Interest 2,954 827 STOCKHOLDERS' EQUITY Preferred stock, Series B 1 1 Preferred stock, Series J 3,150 -- Common stock, $.01 par value; authorized, 4,000,000 shares; issued and outstanding, 977,000 shares issued and outstanding 10 10 Additional paid-in capital 4 5,575 Accumulated other comprehensive income (loss) 1,014 1,204 Retained earnings (3,220) (1,055) -------- -------- 959 5,735 -------- -------- Total liabilities & equity 50,513 14,964 ======== ========
The accompanying notes are an integral part of these statements. F-3
CabelTel International Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share amounts) Year ended December 31, 2004 2003 2002 -------- -------- -------- Revenue Cable operations $ 9,463 $ 8,338 $ 6,262 Real estate operations 1,173 Oil and gas operations 413 -- -- -------- -------- -------- 11,049 8,338 6,262 -------- -------- -------- Operating expenses Cable operation 6,226 5,731 3,286 Real estate operations 722 -- -- Oil and gas operations 237 -- -- Lease expense 1,178 560 613 -- Depreciation, depletion, and amortization 1,612 1,439 913 Corporate general and administrative 4,166 1,056 921 -------- -------- -------- 14,141 8,786 5,733 -------- -------- -------- Operating earnings (loss) (3,092) (448) 529 Other income (expense) Interest income 44 6 5 Interest expense (926) (202) (45) Gain on foreign transactions, net 241 413 338 Gain on sale of assets, net 844 368 -- Other income (expense), net 325 389 1 -------- -------- -------- 528 974 299 -------- -------- -------- Earnings (loss) before income taxes and minority interest (2,564) 526 828 Income tax (income) expense 32 (66) 122 Minority interest (431) 137 109 -------- -------- -------- Net earnings (loss) from continuing operations (2,165) 455 597 -------- -------- -------- Discontinued operations -- -- (508) Net income (loss) $ (2,165) $ 455 $ 89 Preferred dividend requirement (158) -- -- -------- -------- -------- Net income applicable to Common shares $ (2,323) $ 455 $ 89 -------- -------- -------- Earnings per share - basic Net income (loss) from continuing operations $ (2.38) $ 0.47 $ 0.61 Discontinued operations -- -- (.52) -------- -------- -------- Net earnings (loss) per share $ (2.38) $ 0.47 $ 0.09 Basic weighted average common shares 977 977 977 The accompanying notes are an integral part of these statements. F-4 CONSOLIDATED OF OPERATIONS - CONTINUED Earnings per share - diluted Net income (loss) from continuing operations $ (2.38) $ 0.43 $ 0.60 Discontinued operations -- (.51) -------- -------- -------- Net earnings (loss) per share $ (2.38) $ 0.43 $ 0.09 Diluted weighted average common shares 977 1,057 997 In accordance with the provisions of the acquisition agreement the Company is required to have a shareholder vote permitting the Series J shareholders to convert into 8,788,000 shares of the Company's common stock. The following pro forma earnings per share assumes such conversion has occurred. Pro-forma earnings per share - diluted Net income(loss) from continuing operations $ (.24) $ 0.05 $ 0.06 Discontinued operations -- (.05) -------- -------- -------- Net earnings (loss) per share $ (.24) $ 0.05 $ 0.01 Diluted weighted average common shares 9,766 9,846 9,786
The accompanying notes are an integral part of this statement. F-5
CabelTel International Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year ended December 31, -------------------------------- 2004 2003 2002 -------- -------- -------- Cash flows from operating activities Net earnings (loss) $ (2,165) $ 455 $ 89 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities Depreciation and amortization 1,612 1,439 913 Gain on foreign currency transactions (241) (413) (338) Gain on sale of assets (844) (368) Increase in minority interest (650) 216 162 Changes in operating assets and liabilities Accounts receivable - trade (351) (61) (53) Other current and noncurrent assets (162) (1,543) 87 Accounts payable and other liabilities 3,171 840 1,216 -------- -------- -------- Net cash provided by (used in) operating activities 370 565 2,076 Cash flows from investing activities Purchase of property and equipment (4,165) (3,461) (2,274) -------- -------- -------- Net cash provided by (used in) investing activities (4,165) (3,461) (2,274) Cash flows from financing activities Proceeds from borrowings 4,072 5,602 454 Payments on debt (352) (1,702) (218) -------- -------- -------- Net cash provided by (used in) financing activities 3,720 3,900 236 -------- -------- -------- Net increase (decrease) in cash and cash equivalents (75) 1,004 38 Cash and cash equivalents at beginning of year 1,427 423 385 -------- -------- -------- Cash and cash equivalents at end of year $ 1,352 $ 1,427 $ 423 ======== ======== ========
The accompanying notes are an integral part of this statement. F-6
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Amounts in thousands) Series B Series J Preferred stock Preferred stock Common stock ----------------------------- ----------------------------- ------------------------------ Shares Amount Shares Amount Shares Amount ------------- ------------- ------------- ------------- -------------- ------------- Balance at January 1, 2002 1 1 -- -- 977 10 Comprehensive income: -- -- -- -- -- -- Unrealized gain on foreign currency translation -- -- -- -- -- -- Net earnings -- -- -- -- -- -- ------------- ------------- ------------- ------------- -------------- ------------- Balance at December 31, 2002 1 1 -- -- 977 10 Comprehensive income: -- -- -- -- -- -- Unrealized gain on foreign currency translation -- -- -- -- -- -- Net earnings -- -- -- -- -- -- ------------- ------------- ------------- ------------- -------------- ------------- Balance at December 31, 2003 1 1 -- -- 977 10 Net loss Issuance of preferred stock for Reverse acquisition of Greenbriar Corporation and recapitalization related to reverse acquisition on October 1, 2004 -- -- 32 3,150 -- -- Comprehensive income: -- -- -- -- -- -- Unrealized gain on foreign currency translation -- -- -- -- -- -- Net earnings -- -- -- -- -- -- ------------- ------------- ------------- ------------- -------------- ------------- Balance at December 31, 2004 1 1 32 3,150 977 10 ============= ============= ============= ============= ============== ============= Accumulated Additional Other paid in Accumulated Comprehensive capital deficit Income (Loss) Total ------------- ------------- ------------- ------------- Balance at January 1, 2002 5,575 (1,599) 3,987 Comprehensive income: -- -- -- -- Unrealized gain on foreign currency translation -- -- 407 407 Net earnings -- 89 -- 89 ------------- ------------- ------------- ------------- Balance at December 31, 2002 5,575 (1,510) 407 4,483 Comprehensive income: -- -- -- -- Unrealized gain on foreign currency translation -- -- 797 797 Net earnings -- 455 -- 455 ------------- ------------- ------------- ------------- Balance at December 31, 2003 5,575 (1,055) 1,204 5,735 Net loss Issuance of preferred stock for Reverse acquisition of Greenbriar Corporation and recapitalization related to reverse acquisition on October 1, 2004 (5,571) -- -- (2,421) Comprehensive income: -- -- -- -- Unrealized gain on foreign currency translation -- -- (190) (190) Net earnings -- (2,165) -- (2,165) ------------- ------------- ------------- ------------- Balance at December 31, 2004 4 (3,220) 1,014 959 ============= ============= ============= =============
F-7 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - BUSINESS DESCRIPTION AND PRESENTATION Name Change ----------- On February 10, 2005 Greenbriar Corporation changed its name to CabelTel International Corporation (which is referred throughout this report as "CIC"). Acquisition of CableTEL AD -------------------------- On October 12, 2004 the CIC acquired two privately-held U.S., Corporations in exchange for 31,500 shares of newly-designated 2% Series J Preferred Stock. The two U.S. corporations collectively own 100% of Tacaruna BV, a Netherlands company, which in turn owns 74.8% of CableTEL AD, a Bulgarian telecommunications company. The Series J Preferred Stock is not convertible to common stock, however, the terms of the acquisition agreement require CIC to present a proposal to its stockholders to approve the exchange of all shares of Series J Preferred Stock into 8,788,500 shares of common stock which, if approved by stockholders, would represent 90% of the total issued and outstanding shares of common stock in CIC. Management believes that this approval will be forthcoming. This would effectively give the owners of the legally acquired company (CableTEL AD) the controlling interest in CIC. Although CIC acquired the two U.S. entities, due to the effective change in control by virtue of the issuance of the aforementioned consideration, this transaction is being accounted for as a "reverse acquisition", with CableTEL AD being the surviving company. As a reverse acquisition for reporting purposes, CIC is accounted for as if it had been acquired. Also, certain information and the historical financial statements presented present those of the entities acquired by CIC for all years presented. For purpose of determining the value of the consideration, management believed that due to one of the owners of CableTEL AD also having an ownership interest in CIC, the transaction should not result in goodwill being recognized. Management valued the assets of CIC at their fair value and applied that value to the acquisition transaction. The following table sets forth the allocation of the purchase price to CIC's assets and liabilities acquired effective as of October 1, 2004: F-8 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - BUSINESS DESCRIPTION AND PRESENTATION - Continued Cash $ 283,000 Accounts receivable 276,000 Notes receivable 871,000 Property held for sale 1,725,000 Property and equipment 13,038,000 Other assets 891,000 Accounts payable and accrued expenses (1,024,000) Other liabilities (216,000) Notes payable (12,344,000) ------------ Total $ 3,500,000 ============ Nature of Operations -------------------- CabelTel International Corporation, its subsidiaries and affiliates (the "Company") is principally a telecommunications company which provides cable television, telephone, internet access and fiber optic line capacity services in the country of Bulgaria. As of December 31, 2004 the Company had nearly 130,000 cable TV subscribers and access to another 400,000 households in Bulgaria. It had also completed the first alternative fiber optical backbone in Bulgaria with connectivity to Turkey, Greece, Romania and Macedonia. In addition the Company owns retirement communities, oil and gas leases and a shopping mall in the United States. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows: Principles of Consolidation --------------------------- The consolidated financial statements include the accounts of CabelTel International Corporation and its majority-owned subsidiaries and are prepared on the basis of accounting principles generally accepted in the United States of America. All significant intercompany transactions and accounts have been eliminated. F-9 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued Depreciation ------------ Depreciation is provided for in amounts sufficient to relate the cost of property and equipment to operations over their estimated service lives, ranging from 3 to 40 years. Depreciation is computed by the straight-line method. Accounting for Leases --------------------- Leases of property, plant and equipment where the Company assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalised at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance charge is charged to the income statement over the lease period. The property, plant and equipment acquired under finance leasing contracts is depreciated over the useful life of the asset. Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place. Inventories ----------- Inventories are stated at the lower of cost or net realisable value. Cost is determined weighted average method. Net realisable value is the estimate of the selling price in the ordinary course of business, less the cost of completion and selling expenses. Use of Estimates ---------------- In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents ---------------- The Company considers all short-term deposits and money market investments with a maturity of less than three months to be cash equivalents. F-10 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued Foreign Currencies ------------------ Foreign currency transactions by the Company are accounted for at the exchange rates prevailing at the date of the transactions; gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Such balances are translated at year-end exchange rates unless hedged by forward foreign exchange contracts, in which case the rates specified in such forward contracts are used. The effects of translation are recorded in the cumulative translation component of shareholder's equity. Goodwill -------- Goodwill represents the excess of the cost of an acquisition over the fair value of the Company's share of the net assets of the acquired subsidiary or associated undertaking at the date of acquisition. Until January 1, 2002 goodwill was amortized using the straight-line method over its estimated useful life. The Company has adopted FASB 142 Business Combinations from the date it was issued and after initial recognition goodwill is measured at cost less any accumulated impairment losses. The value of goodwill is reviewed annually and written down for permanent impairment where it is considered necessary. Other Intangible Assets ----------------------- The cost of acquired patents, trademarks and licenses is capitalized and amortized using the straight-line method over their useful lives. The carrying amount of each intangible asset is reviewed annually and adjusted for permanent impairment where it is considered necessary. Impairment of Notes Receivable ------------------------------ Notes receivable are identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the note agreements. The accrual of interest is discontinued on such notes, and no income is recognized until all past due amounts of principal and interest are recovered in full. No notes were deemed to be impaired at December 31, 2004 and 2003. Impairment of Long-Lived Assets ------------------------------- The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In reviewing recoverability, the Company estimates the future cash flows expected to result from use of the assets and eventually disposing of them. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on the asset's fair value. The Company determines the fair value of assets to be disposed of and records the asset at the lower of fair value less disposal costs or carrying value. Assets are not depreciated while held for disposal. F-11 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued Stock Options ------------- The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) in its primary financial statements and has provided supplemental disclosures required by Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation" and by Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure an Amendment of SFAS No. 123." Options were granted at market by Cabeltel International Corporation during 2003, are exercisable immediately, and expire 5 years from date of grant. Warrants were issued at market by Cabeltel International Corporation during 2004, are exercisable contingent upon the conversion of the Series J Preferred stock,to common stock. Because of the contingent nature as to the timing and the ability to exercise these warrants, no value has been ascribed to such warrants at December 31, 2004. SFAS 123 requires disclosure of pro forma net earnings (loss) and pro forma net earnings (loss) per share as if the fair value method had been applied in measuring compensation cost for stock-based awards. Reported and pro forma net earnings (loss) and net earnings (loss) per share amounts are set forth below (in thousands, except per share data): 2003 ------ Net earnings (loss) allocable to common stockholders As reported $ 455 Deduct: total stock-based compensation under fair value based method for all awards (43) Pro forma $ 422 Net earnings (loss) per share As reported $ 0.43 Pro forma $ 0.40 The fair value of these options was estimated at the date of grant during 2003 using the Black-Scholes option pricing model with the following weighted-average assumptions: no dividends; expected volatility of 20 percent; risk-free interest rates of 4.24 percent; and weighted average expected lives of 5 years. F-12 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued Earnings (Loss) Per Common Share -------------------------------- Basic earnings (loss) per common share is based on the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. In 2004, stock options for approximately 140,000 shares were excluded from diluted shares outstanding because their effect was anti-dilutive. In 2004 warrants for approximately 190,000 shares were excluded from diluted shares outstanding because their effect was anti-dilutive. Sales of Real Estate -------------------- Gains on sales of real estate are recognized to the extent permitted by SFAS No. 66, "Accounting for Sales of Real Estate." Until the requirements of SFAS No. 66 have been met for full profit recognition, sales are accounted for by the installment or cost recovery method, whichever is appropriate. Real estate held for sale ------------------------- SFAS No. 144 requires that properties held for sale be reported at the lower of carrying amount or fair value less costs of sale. If a reduction in a held for sale property's carrying amount to fair value less costs of sale is required, a provision for loss is recognized by a charge against earnings. Subsequent revisions, either upward or downward, to a held for sale property's estimated fair value less costs of sale are recorded as an adjustment to the property's carrying amount, but not in excess of the property's carrying amount when originally classified as held for sale. A corresponding charge against or credit to earnings is recognized. Properties held for sale are not depreciated. New Accounting Pronouncements ----------------------------- SFAS No. 151--In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151, "Inventory Costs, an Amendment of ARB No. 43, Chapter 4" ("SFAS No.151"). SFAS No. 151 amends ARB 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) be recognized as current period charges. It also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 is not expected to have a material impact on the consolidated financial position or results of operations of CIC. F-13 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued SFAS No. 152--In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 152, "Accounting for Real Estate Time-Sharing Transactions" ("SFAS No. 152"). SFAS No. 152 amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position 04-2, Accounting for Real Estate Time-SharingTransactions ("SOP 04-2"). This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. SFAS No. 152 is effective for financial statements for fiscal years beginning after June 15, 2005, and is to be reported as a cumulative effect of a change in accounting principle. The adoption of SFAS No. 152 is not expected to have a material impact on the consolidated financial position or results of operations of CIC. SFAS No. 123--In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, Share-Based Payment, revised ("SFAS No. 123R"). SFAS No. 123R addresses the accounting for share-based payments to employees, including grants of employee stock options. Under the new standard, companies will no longer be able to account for share-based compensation transactions using the intrinsic method in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees. Instead, companies will be required to account for such transactions using a fair-value method and recognize the expense in the consolidated statement of income. SFAS No. 123R will be effective for periods beginning after June 15, 2005 and allows, but does not require, companies to restate the full fiscal year of 2005 to reflect the impact of expensing share-based payments under SFAS No. 123R. The Company has not yet determined which fair-value method and transitional provision it will follow. The adoption of SFAS No. 123R is not expected to have a material impact on the Company's consolidated financial position or results of operations. See Stock-Based Employee Compensation for the pro forma impact on net income and net income per share from calculating stock-based compensation costs under the fair value alternative of SFAS No. 123. SFAS No. 153--In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, Exchanges of Non-monetary Assets, An Amendment of APB Opinion No. 29 ("SFAS No. 153"). The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in APB Opinion No. 29, however, included certain exceptions to that principle. SFAS No. 153 amends APB Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected to have a material impact on the consolidated financial position or results of operations of CIC. F-14 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE C - Liquidity At December 31, 2004 the Company had current assets of $9,039,000 and current liabilities of $24,780,000. During the past eighteen 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 were financed both through debt and vendor financing. The 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 are being 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. CableTEL AD received approximately $1,800,000 in 2004, $4,200,000 in the first quarter of 2005 and anticipates the collection of the remaining balance of approximately $7,000,000 in second and third quarters of 2005. CableTEL AD is actively pursuing the sale of the remaining duct. NOTE D - NOTES RECEIVABLE The Company holds two tax-exempt notes for a total of $4,030,000 bearing interest at 9.5%. The notes mature on April 1, 2032, and August 1, 2031. The repayment of the notes is limited to the cash flow of the respective properties either from operations, refinancing 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. NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate values at December 31, 2004 and 2003: Cash and cash equivalents - The carrying amount approximates fair value because of the short maturity of these instruments. Long-term debt - The fair value of the Company's long-term debt is estimated based on market rates for the same or similar issues. The carrying value of long-term debt approximates its fair value. Notes receivable - The fair value of the note receivable from an affiliate partnership is estimated to approximate fair value based on its short maturity. It is not practical to estimate the fair value of notes receivable from sale of properties because no quoted market exists and there are no comparable debt instruments to provide a basis for valuation. F-15 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE F - NOTES PAYABLE LONG TERM DEBT Long-term debt is comprised of the following (in thousands): December 31, 2004 2003 Notes payable to financial institutions maturing 14,112 through 2018; fixed and variable interest rates ranging from 5.75% to 11% ; collateralized by real property, fixtures, equipment and the assignment of rents Notes payable to individuals and companies maturing 5,232 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 Notes payable to related parties bearing interest at 10,522 2,120 rates ranging From 15% to 18% 29,866 2,120 ---------------------- Less current maturities 9,603 0 ====================== 20,263 2,120 ====================== F-16 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE F - NOTES PAYABLE - Continued Aggregate annual principal maturities of long-term debt at December 31, 2004 are as follows (in thousands): 2005 9,603 2006 13,222 2007 415 2008 480 2009 5,536 Thereafter 610 ------- $29,866 ======= NOTE G - OPERATING LEASES The Company leases an assisted living community under an operating lease whose basic term expires December 31, 2011 and has operating leases for equipment and office space. The leases generally provide that the Company pay property taxes, insurance, and maintenance. Future minimum payments following December 31, 2004 are as follows (in thousands): 2004 $ 1,881 2005 1,881 2006 1,897 2007 1,836 2008 1,853 Thereafter 2,717 ------- $12,065 Lease expense in 2004, 2003 and 2002 was $1,178, $560, and $613, respectively. F-17 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE H - EARNINGS PER SHARE The following table sets forth the computations of pro forma basic and diluted earnings per share (in thousands, except per share data): Year ended December 31, 2004 2003 2002 Numerator: Net income(loss) from continuing operations $ (2,165) $ 455 $ 89 Denominator: Shares used in basic earnings per share calculation1 977 977 977 Effect of diluted securities: Employee stock options 80 20 -- Warrants -- -- -- Shares used in diluted earnings per share calculations 977 1,057 997 Pro forma basic earnings per share $ (2.38) $ 0.47 $ 0.09 Pro forma diluted earnings per share $ (2.38) $ 0. 43 $ 0.09 NOTE I - INCOME TAXES CableTEl AD pays income tax in Bulgaria based on their stand alone earnings. CIC will not pay income tax for the earnings of CableTEL AD until such time as such earnings are remitted to the United States. Prior to the acquisition of CableTEL AD CIC had net operating loss carry forwards of approximately $22,500,000, which expire between 2004 and 2022. As a result of the CIC's acquisition of CableTEL AD a change of control has been deemed to have occurred and as a result to remaining carry forwards to offset future operating profits have limitations that restrict utilization to approximately $70,000 for any one year for the next fifteen years. CIC may however utilize the benefit of certain of the remaining net operating loss carry forwards to increase the basis of its assets to their fair market value at the date of the acquisition F-18 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE I - INCOME TAXES - Continued Deferred tax assets and liabilities were comprised of the following (in thousands): December 31, -------------------- 2004 2003 -------- -------- Deferred tax assets: Net operating loss carry forwards $ 357 $ -- Other 344 -------- -------- Total deferred tax assets 701 Valuation allowance (701) -- -------- -------- Net deferred tax asset $ -- $ -- ======== ======== The company does not estimate any tax significant tax income or loss for the year ended December 31, 2004. The historical financials presented do not represent the historical taxpayer as such, historical information regarding taxes have not been included. Changes in the deferred tax valuation allowance result from assessments made by the Company each year of its expected future taxable income available to absorb its carry forwards. The Company believes that the deferred tax assets will not be realized. However, this evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. NOTE J - STOCKHOLDERS' EQUITY Outstanding Preferred Stock --------------------------- Preferred stock consists of the following (amounts in thousands): Year ended December 31, ------------------- 2004 2003 -------- -------- Series B cumulative convertible preferred stock, $.10 par value; liquidation value of $100; authorized, 100 shares; issued and outstanding, 1 share $ 1 $ 1 ======== ======== Series J cumulative non-convertible preferred stock, $.10 par value; liquidation value of $1000; authorized, 31500 shares; issued and outstanding 31,500 shares $ 31,500 $ -- ======== ======== F-19 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE J - STOCKHOLDERS' EQUITY - Continued The Series B preferred stock has a liquidation value of $100 per share and is convertible into common stock over a ten-year period at prices escalating from $500 per share in 1993 to $1,111 per share by 2002. The right to convert expired April 30, 2003. Dividends at a rate of 6% are payable in cash or preferred shares at the option of the Company. The Series J stock is non-convertible however the Company has agreed to hold a shareholder vote to allow the Series J shareholders to covert their 31,500 shares of preferred into 8,788,000 shares of the Company's common stock Stock Options ------------- In 1997, the Company established a long-term incentive plan (the 1997 Plan) for the benefit of certain key employees. Options granted to employees under the 1997 Plan become exercisable over a period as determined by the Company and may be exercised up to a maximum of 5 years from date of grant. The 1997 Plan allowed up to 50,000 shares of the Company's common stock to be reserved for issuance. In 2000, the Company adopted the 2000 Stock Option Plan, under which up to 50,000 shares of the Company's common stock are reserve for issuance. The Company granted options to two officers during 1996 through 2001, aggregating 80,000 shares not covered by either plan. These options were granted at market, were exercisable immediately, and expire 10 years from date of grant. F-20 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE J - STOCKHOLDERS' EQUITY - Continued Information with respect to stock option activity is as follows: Weighted average exercise Shares price -------- -------- Outstanding at January 1, 2002 160,850 $ 81.28 Expired (5,050) 182.58 -------- -------- Outstanding at December 31, 2002 155,800 $ 78.00 Granted 60,000 2.60 Cancelled, rescinded, or annulled (70,800) 109.27 Expired (3,000) 112.50 Outstanding at December 31, 2003 and 2004 142,000 $ 30.27 ======== ======== Options exercisable at December 31, 2002 155,800 $ 78.00 ======== ======== Options exercisable at December 31, 2003 and 2004 142,000 $ 30.27 ======== ======== Weighted average fair value per share of options granted during 2003 and 2001 was $0.71 and $7.60, respectively. Additional information about stock options outstanding at December 31, 2004 is summarized as follows: Options outstanding and exercisable ------------------------------------------------ Weighted average Weighted Number remaining average Range of exercise prices outstanding contractual life exercise price ------------------------ ----------- ----------------- -------------- $2.60 60,000 4.0 $ 2.60 $3.75 to $6.90 60,000 6.0 5.68 $100.00 to $150.39 2,000 1.0 150.39 $175.00 20,000 3.0 175.00 F-21
CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE K - OTHER INCOME (EXPENSE) Other income (expenses) consists of the following: (amounts in thousands) Year ended December 31, ------------------------------- 2004 2003 2002 -------- -------- -------- Gain (loss) on sale of properties $ (162) $ -- $ -- Advertisement revenue 32 -- -- Miscellaneous service fees 472 389 1 Other (17) -- -- -------- -------- -------- $ 325 $ 389 $ 1 ======== ======== ======== NOTE L - CASH FLOW INFORMATION Supplemental information on cash flows is as follows (in thousands): Year ended December 31, ------------------------------ 2004 2003 2002 -------- -------- -------- Interest paid $ 329 $ -- $ 17 Income taxes paid 31 43 69 Non-cash investing and financing activities (in thousands): Issuance of Series J preferred stock for assets 3,500 -- -- Unrealized foreign currency translation loss 190 -- -- Unrealized foreign currency translation gain -- 797 407 Notes payable from acquisition 8,244 -- -- Write-up of goodwill from acquisition 5,100 -- -- Minority interest increase from acquisition 2,777 Purchase of property and equipment vendor financed 8,200 -- --
NOTE M - DISCONTINUED OPERATIONS AND SALES OF REAL ESTATE Discontinued Operations was a loss of $508,000 in 2002. During 2000 and 2001 CableTEL's growth occurred by acquiring other existing cable operators. During that period in time cable operators in Bulgaria were required to actually own and operate TV studios. In early 2003 CableTEL AD sold its studio operations. Any gain or loss in 2003 was immaterial and the loss from operations in 2002 was $508,000. F-22
CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE N - 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 for the twelve months ended December 31, 2004 and the US operations for the three months ended December 31, 2004. Twelve months ended December 31, 2003 (amounts in thousands) Real Oil Consolidated Cable Corporate Estate Operation CIC ---------------------------------------------------------------------- Revenue 9,463 1,173 413 11,049 ---------------------------------------------------------------------- Operating expenses Cable operations 6,226 722 237 7,185 Lease expense 947 231 1,178 Depletion, depreciation and amortization 1,473 112 27 1,612 Corporate general and administrative 3,917 249 4,166 ---------------------------------------------------------------------- 12,563 249 1,065 264 14,141 ---------------------------------------------------------------------- Operating earning (loss) (3,100) (249) 108 149 (3,092) Interest Expense 268 478 180 926 Gain on sale of assets 844 844 Net earnings (loss) (1,979) (312) (23) 149 (2,165) Total Assets 23,755 10,310 14,833 1,615 50,513
F-23 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE O - CONTINGENCIES Cable Partners Bulgaria LLC vs. Greenbriar Corporation and Ronald C. Finley --------------------------------------------------------------------------- On January 24, 2005 a lawsuit was filed in the District Court of Dallas County, Texas by Cable Partners Bulgaria LLC, ("CPB") a Colorado limited liability company against the Company. The lawsuit states that on October 12, 2004 CPB entered into a letter agreement with the owners of Eurocom to acquire the assets of Eurocom, a cable operator in the city of Plovdiv Bulgaria. The lawsuit further indicates that the October 12, 2004 letter outlines a time line for the completion of due diligence by CPB. The lawsuit states that in November 2004 a conversation occurred between a representative of CPB and Ronald Finley, CEO of both CIC and CableTEL during which time such representative told Mr. Finley that CPB had an agreement to purchase Eurocom. The lawsuit alleges that CIC intentionally and improperly caused the sellers of Eurocom to enter into discussions with CableTEL which ultimately led to CableTEL entering into a separate and competing contract to purchase Eurocom. CPB alleges that the Company's interference was improper and that CPB has been damaged in the amount of at least (euro)4.5 million. The lawsuit further alleges that CPB's letter agreement provided for a three year management agreement with the sellers of Eurocom and that CPB was would be further damaged by the loss of the experience, expertise and contacts of the sellers of Eurocom in an amount to be determined at trial. CPE further seeks exemplary damages of an unspecified amount. The Company believes the lawsuit is totally without merit. CableTEL had been holding discussions, conducting due diligence and had agreements in place with the owners of Eurocom well before either the alleged November conversation or the October 12, 2004 letter. In addition the Company believes the lawsuit misstates certain key facts which could prove to be critical in CPB's ability to prevail in this matter. Other ----- The Company has been named as a defendant in other lawsuits in the ordinary course of business. Management is of the opinion that these lawsuits will not have a material effect on the financial condition, results of operations or cash flows of the Company. F-24 CabelTel International Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE P - Related Parties On October 1, 2003 CableTEL AD entered into a consulting agreement with Gene E. Phillips whereby Mr. Phillips is to receive (euro)15,000 per month for consulting services. These services include technical and financial advice to CableTEL The initial agreement was amended on March 26, 2004 to extended the agreement to March 26, 2009. This agreement may be terminated upon mutual consent of the parties or by any of the parties with a three month written notification. Global Communication Technologies, Inc. ("Globaltec") is a manufacturer of telecommunications switching equipment. Globaltec is owned by Ronald C. Finley, Jeffrey Finley (brother to Ronald Finley) and Gene E. Phillips. In 2004 CableTEL AD paid $1,992,284 to Globaltec for the purchase of hardware, software and licensing. In addition, CableTEL AD paid Globaltec's Bulgarian subsidiary $164,250 in consulting fees to implement the switching equipment installation and management. The Company through subsidiaries owns 30% of CableTEL AD directly and owns 64% of Narisma Holdings, Ltd., a Cyprus company that owns the remaining 70% of CableTEL AD. Collectively, the Company has effective ownership of 74.8% of CableTEL AD. In January 2005 Envicon Development Corporation, a company indirectly owned by Gene E. Phillips acquired the 36% of Narisma Holdings Limited which represents 25.2% of CableTEL AD. F-25 EX-10.5 2 cabeltel10kex105123104.txt WARRANT TO PURCHASE COMMON STOCK Exhibit 10.5 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE BLUE SKY LAW OF ANY STATE. TRANSFER OR SALE OF THIS WARRANT SHALL NOT BE MADE EXCEPT IN ACCORDANCE WITH THE TERMS HEREOF. WARRANT TO PURCHASE TWENTY THOUSAND (20,000) SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF GREENBRIAR CORPORATION THIS CERTIFIES THAT for $200 and for services rendered and good and valuable consideration received, Ken L. Joines or any subsequent holder (hereinafter called the "Holder"), is entitled, subject to the terms and conditions hereinafter set forth, to purchase from Greenbriar Corporation, a Nevada corporation (the "Company"), all or any part of Twenty Thousand (20,000) fully paid and nonassessable shares of the Company's Common Stock, $0.01 par value per share (the "Common Stock"), at an exercise price of Three and 58/100 Dollars ($3.58) per share (the "Exercise Price"). The Company is subject to a special covenant contained in an Acquisition Agreement dated October 12, 2004 (the "Acquisition Agreement") requiring presentation of a transaction to the Company's stockholders, together with a mandatory exchange of a series of Preferred Stock for Common Stock (all the "Transaction"). If stockholder approval of the Transaction does not occur, the holders of the series of Preferred Stock have an opportunity exercisable from October 1, 2005, until September 30, 2006 to rescind the Transaction (the "Recission"). 1. Term; Warrant Purchase Price. Subject to the terms and conditions hereof, this Warrant shall be exercisable in whole or in part from time to time, from 9:00 A.M. local Dallas, Texas time, on the day following the date of the stockholder approval of the Transaction to and until 3:00 p.m., local Dallas, Texas time, on October 31, 2009 (the "Exercisable Term"); prior to the date of stockholder approval of the Transaction, this Warrant shall not be exercisable. The Company hereby acknowledges receipt from Holder and its acceptance of $200 ($0.01 per share of Common Stock covered hereby) of adequate consideration for the issuance of this Warrant to Holder (the "Warrant Purchase Price"), which amount shall be applied against and in reduction of the Exercise Price per share at the time of first exercise of part or all of this Warrant. Notwithstanding any other provision of this Warrant, if stockholder approval of the Transaction does not occur prior to October 1, 2005, and if Recission does occur, this Warrant shall on such date of Recission become null and void by its terms and all rights of Holder to exercise this Warrant shall expire. If stockholder approval of the Transaction does occur, the Company and Holder shall execute an acknowledgment of that fact which shall be attached to this Warrant to evidence its continued effectiveness. (a) Exercise. This Warrant may be exercised by the Holder as to the whole at any time, or in part from time to time, during the Exercisable Term hereof set forth in paragraph 1 above (but not as to a fractional share of Common Stock): by completing the Subscription Form, a copy of which is attached hereto and made a part hereof (which written notice and subscription shall [i] state the election to exercise the Warrant and the number of shares in respect to which it is being exercised and [ii] be signed by the person so exercising the Warrant on behalf of the Holder), and delivering such Subscription Form to the Secretary of the Company; by presenting and surrendering this Warrant, duly endorsed, at the principal executive office of the Company in the city and state where then located; by delivery to the Company of an investment letter as set forth in paragraph 14(b) (b) hereof and upon payment to the Company of the amount of the Exercise Price for shares so purchased either by (i) delivering to the Company, by check or by wire transfer, an amount equal to the Exercise Price per Share, multiplied by the number of Shares then being purchased, or (ii) by indicating in the notice of exercise form that the Exercise Price should be paid by deducting from the number of Shares to be received by the exercising Holder that number of Shares which has an aggregate Specified Value (as defined herein) on the date of exercise equal to the aggregate Exercise Price for all Shares then being purchased (a "Net Exercise"). "Specified Value" per Share at any date shall be the fair market value of such Share as determined in good faith by the Board of Directors of the Company. Thereupon this Warrant shall be deemed to have been exercised in whole or in part and the Holder exercising the same shall become a holder of record of shares of Common Stock purchased hereunder, and certificates for such shares so purchased shall be delivered to the purchaser within a reasonable time after this Warrant shall have been exercised. If this Warrant shall be exercised in respect of only a part of the shares of Common Stock covered hereby, the Holder shall be entitled to receive a similar warrant of like tenor and date covering the number of shares in respect of which this Warrant shall not have been exercised. No fractional shares of Common Stock shall be issued hereunder. (c) Transferability. Subject to the terms and conditions hereof, this Warrant may be assigned by Holder to any assignee with or without consideration; provided, however, that except for transfers or assignments by will or the laws of descent and distribution, no partial assignment of this Warrant shall be made and any transfer of this Warrant shall be made only with respect to all of the shares of Common Stock covered hereby or with respect to which this Warrant shall then be exercisable. No assignment of this Warrant shall be effective as against the Company unless and until the Company and Holder shall have received from such assignee an investment letter in form and content as set forth in paragraph 14(c) hereof, and in any event, satisfactory in form and content to Company and Company's counsel, the Company shall have been notified in writing, in a manner satisfactory to the Company, and as set forth in paragraph 16 hereof, by Holder and assignee of the fact of such assignment and the Company shall have prepared and sent to assignee in exchange hereof, a new warrant of like tenor and date to this Warrant, specifying assignee as the new holder thereof, the Company shall have received from the Holder or his assignee funds sufficient to pay any applicable transfer tax, and Holder and/or assignee shall have complied with any such other directions, instructions and requests, if any, as may be reasonably made or given by Company in order to satisfy Company as to the validity and legality of such assignment. Any such new Warrant issued will bear the same or similar legends as does this Warrant and will be subject to the investment and transfer restrictions stated herein. 2. Substitution. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of a bond of indemnity satisfactory to the Company, or in the case of any such mutilation, upon surrender or cancellation of this Warrant, the Company will issue to the Holder a new warrant of like tenor, in lieu of this Warrant, representing the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder. Any such new Warrant executed and delivered shall constitute only the same contractual obligation on the part of the Company as this Warrant. 3. Company Actions. The existence of this Warrant shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. (a) Recapitalization. The shares with respect to which this Warrant is issued are shares of Common Stock as presently constituted on the date of this Warrant, but if, and whenever, prior to the delivery by the Company of any of the shares of the Common Stock with respect to which this Warrant is issued, the Company shall effect a subdivision or consolidation of shares or other capital adjustment, the payment of a stock dividend, or other increase or decrease of the number of shares of the Common Stock outstanding, without receiving compensation therefor in money, services or property, then in the event of an increase in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to and purchasable under this Warrant shall be proportionately increased, and the Exercise Price payable per share shall be proportionately reduced (but not below the par value $0.01 per share); and conversely in the event of a reduction in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to and purchasable under this Warrant shall be proportionately reduced, and the Exercise Price payable per share shall be proportionately increased. Any dividend paid or distributed upon the Common Stock in any class of stock or any securities of the Company convertible into or exchangeable for shares of Common Stock of the Company shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon the conversion or exchange thereof. 4. Effect of Merger or Consolidation. After a merger of one or more corporations into the Company, or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, Holder shall, without any change in, or payment in addition to, the Exercise Price, be entitled upon any exercise of this Warrant to receive (subject to any required action by shareholders) in lieu of the number of shares as to which this Warrant shall then be so exercisable, the number and class of shares of stock or other securities, or the amount of cash, property or assets to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation, if immediately prior to such merger or consolidation the Holder had been the holder of record of a number of shares of Common Stock of the Company equal to the number of shares of Common Stock of the Company covered by the then unexercised portion of this Warrant. In the event of any merger or consolidation to which the Company is a party in which the Company is not the surviving corporation: (i) the Company, prior to consummation, shall take all steps necessary to assure that all provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, to any securities or other consideration so deliverable on exercise of this Warrant, (ii) prior to consummation, the successor corporation shall have assumed the obligations of this paragraph and this Warrant by written instrument executed and delivered to the Holder at its address on the books of the Corporation, and (iii) the Holder shall be entitled to receive, upon notice of exercise, in lieu of the number of shares as to which this Warrant shall then be so exercisable immediately prior to such merger or consolidation, the number and class of shares of stock or other securities, or the amount of cash, property or assets of the surviving corporation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation, if immediately prior to such merger or consolidation the Holder had been the holder of record of a number of shares of Common Stock of the Company equal to the number of shares of Common Stock covered by the then unexercised portion of this Warrant. 5. Nonadjustment. Except as herein expressly provided, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of options, rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Warrant. 6. Computation of Adjustment. Upon the occurrence of each event requiring an adjustment of the Exercise Price and the number of shares purchasable pursuant to this Warrant in accordance with, and as required by, the terms hereof, the Company shall mail forthwith to Holder a copy of its computation of such adjustment which shall be conclusive and shall be binding upon Holder unless contested by Holder by written notice to the Company within ninety (90) days after receipt thereof by Holder. 7. Record Dates, Etc. In case: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable otherwise than in cash, or any other distribution in respect of the Common Stock (including cash), pursuant to, without limitation, any spin-off, split-off or distribution of the Company's assets; or (b) of any classification, reclassification or other reorganization of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, or conveyance of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; and in any such case, the Company shall mail to Holder, at least fifteen (15) days prior thereto, a notice stating the date or expected date on which a record is to be taken for the purpose of such dividend, distribution or rights, or the date on which such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to participate in said dividend, distribution or rights, or shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up, as the case may be. 8. Liquidation, Dissolution. In case the Company shall at any time while this Warrant or any portion hereof shall remain unexpired and unexercised, sell all or substantially all its property or dissolve, liquidate or wind up its affairs, the Holder may thereafter receive upon exercise hereof in lieu of each share of Common Stock of the Company which Holder would have been entitled to receive, the same kind and amount of any securities or assets as may be issuable, distributable or payable upon any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company. In the event that the Company shall at any time prior to the expiration of this Warrant make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) then in such event the Exercise Price then in effect shall be reduced, on the payment date of such distribution, in proportion to the percentage reduction in the tangible book value of the shares of the Company's Common Stock (determined in accordance with generally accepted accounting principles) resulting by reason of such distribution. 9. Company Performance. The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company, but will at all times in good faith assist, insofar as it is able, in the carrying out of all provisions hereof, and in the taking of all other legally available action which may be necessary in order to protect the rights of the Holder against dilution, subject to the terms hereof. Without limiting the generality of the foregoing, the Company agrees that it will not establish a par value for shares of its Common Stock above the Exercise Price then in effect, and that, before taking any action which would cause an adjustment reducing the Exercise Price hereunder below the then par value of the shares of Common Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of its Common Stock at the Exercise Price as so adjusted. 10. Covenants and Representations of the Company. (a) All shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue. (b) The Company hereby agrees that at all times there shall be authorized and reserved for issuance a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. (c) So long as any Common Stock of the Company is listed on the American Stock Exchange or any other national securities exchange, the Company shall use its best lawful efforts to list on such exchange, upon official notice of issuance upon the exercise of this Warrant, and to maintain the listing of, all shares of Common Stock issuable upon the exercise of the Warrant; and the Company will use its best efforts to so list on the American Stock Exchange or any such other national securities exchange, and to maintain such listing of any other securities of the Company which may be acquired upon exercise of this Warrant, if so adjusted or modified pursuant to the terms of paragraph 7 hereof. 11. Covenants and Representations of the Holder. (a) The Holder of this Warrant understands that neither this Warrant nor the underlying shares have been registered under the Securities Act of 1933 or any applicable securities laws of any state. The Holder of this Warrant hereby represents and warrants that this Warrant is being acquired by him solely with a view to investment and not to distribution or resale. (b) This Warrant or the shares of Common Stock issuable on exercise hereof or any other security issued or issuable upon exercise of this Warrant may not be sold, transferred or otherwise disposed of except to a person who, in the opinion of counsel satisfactory to the Company, is a person to whom this Warrant or such Warrant Shares may be legally transferred without registration and with the delivery of a current Prospectus under the Securities Act of 1933 with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this paragraph 14 with respect to any resale or other disposition of such securities. (c) Upon the exercise of all or any part of this Warrant, the Holder of this Warrant shall represent and warrant to the Company that Holder is acquiring the shares issuable pursuant to such exercise for investment and not with a view to distribution or resale and, as evidence of such representation and warranty, the Holder agrees that Holder will execute an investment letter, satisfactory to counsel for the Company, which will state, in part, that Holder will not distribute, sell or otherwise transfer such shares without having obtained an opinion of counsel satisfactory to the Company that any such transfer will not violate the Securities Act of 1933 or any applicable state securities law. The Holder agrees and understands that each certificate representing such shares of Common Stock or any other security issued or issuable upon the exercise of this Warrant not theretofore distributed to the public pursuant to a Registration Statement will bear the following legend to enforce such restrictions unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 'ACT') AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." (d) Upon the transfer and assignment of this Warrant as set forth in paragraph 3 hereof, the new holder of this Warrant shall represent and warrant to the Company that he is acquiring the Warrant (and the underlying shares issuable pursuant to any exercise thereof) for investment and not with a view to distribution or resale and, as evidence of such representation and warranty, the new holder will execute an investment letter, satisfactory to counsel for the Company, which will state, in part, that he will not distribute, sell or otherwise transfer such warrant (or underlying shares) without having satisfied the Company that any such transfer will not violate the Securities Act of 1933 or any applicable state securities law. Any such new warrant issued will bear such legends as the Company deems appropriate to enforce such restrictions. 12. Taxes. The Company shall pay all transfer taxes arising from the issuance to Holder of this Warrant and the issuance to Holder of shares upon the exercise of this Warrant. 13. Notices. All notices relating to this Warrant shall be in writing and delivered against receipt or sent by registered mail. All notices to the Company shall be addressed to its principal office in Dallas County, Texas. All notices to the Holder of this Warrant shall be to his last known address as shown on records of the Company. Each notice under this Warrant shall be deemed to have been effectively given when mailed by registered mail or when delivered against receipt to the proper address. 14. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share determined as follows: (a) if the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange, the current value shall be the last reported sale price of the Common Stock on such exchange on the last business day prior to the date of exercise of this Warrant or, if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange; or (b) if the Common Stock is not so listed or admitted to unlisted trading privileges, the current value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (c) if the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current value shall be an amount not less than the book value determined in such reasonable manner as may be prescribed by the Board of Directors of the Company, such determination to be final and binding on the Holder. 15. Modification. The terms and provisions of this Warrant cannot be changed or modified in any way except by an instrument in writing and signed by the parties. 16. Benefits of Warrant. This Warrant shall inure to the benefit of and be binding upon each and any successor of the Company and the successors of the Holder. 17. Shareholders' Rights and Registration. Until the valid exercise of this Warrant, the Holder hereof shall not be entitled to any rights of a shareholder of Common Stock by virtue of this Warrant; but immediately upon the valid exercise of this Warrant and upon payment as provided herein, the Holder hereof shall be deemed a record holder of the Common Stock. 18. Violation of Law. Notwithstanding any of the provisions hereof, Holder hereby agrees that he will not exercise this Warrant, and that the Company will not be obligated to issue any shares to the Holder hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Holder or the Company of any provision of any law or regulation of any governmental authority. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other affirmative action in order to cause the exercise of the Warrant or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority unless the Holder otherwise possesses contractual rights to cause the Company to do so. 19. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada. Dated: October 20, 2004. ATTEST: /s/ Oscar Smith By /s/ Gene S. Bertcher - ---------------------- --------------------------- Oscar Smith, Secretary Gene S. Bertcher, President GREENBRIAR CORPORATION. ADDRESS OF HOLDER: HOLDER: /s/ Ken L. Joines - --------------------------- --------------------------- Ken L. Joines - --------------------------- - --------------------------- (facsimile) - --------------------------- SUBSCRIPTION FORM Dated: ____________________ (To be executed and completely filled in upon partial or full exercise of the attached Warrant) TO: Greenbriar Corporation The undersigned registered Holder of the within Warrant irrevocably exercises the attached Warrant and for purchases ________________ Shares of Common Stock of Greenbriar Corporation (the "Company") and either (check one): o herewith makes payment therefore in the amount of $_____________, all at the price and on the terms and conditions specified in the attached Warrant o elects to make a Net Exercise as defined and on the terms and conditions specified in the attached Warrant. The undersigned registered Holder of the attached Warrant requests that a certificate for the Shares of Common Stock of the Company hereby purchased to be issued in accordance with the "Instructions for Registration of Stock" below and delivered to the person designated and, if such Shares of Common Stock do not include all the Shares of Common Stock issuable as provided in the attached Warrant, that a new Warrant of like tenor for the number of Shares of Common Stock of the Company not being purchased hereunder be issued in the name of the Holder. __________________________________ Signature INSTRUCTIONS FOR REGISTRATION OF STOCK Name____________________________________________________________________________ (please typewrite or print in block letters) Address_________________________________________________________________________ ________________________________________________________________________________ Signature_______________________________________________________________________ ASSIGNMENT FORM FOR VALUE RECEIVED, ____________________________ hereby sell, assign and transfer unto: Name____________________________________________________________________________ (please typewrite or print in block letters) Address_________________________________________________________________________ ________________________________________________________________________________ the right to purchase the Common Stock represented by Warrant No. _______ issued by __________________________ to the extent of _________ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint attorney to transfer the same on the books of the Company with full power of substitution in the premises. Dated:__________________________ Signature____________________________ EX-10.6 3 cabeltel10kex106123104.txt WARRANT TO PURCHASE COMMON STOCK Exhibit 10.6 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE BLUE SKY LAW OF ANY STATE. TRANSFER OR SALE OF THIS WARRANT SHALL NOT BE MADE EXCEPT IN ACCORDANCE WITH THE TERMS HEREOF. WARRANT TO PURCHASE ONE HUNDRED SEVENTY THOUSAND (170,000) SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF GREENBRIAR CORPORATION THIS CERTIFIES THAT for $1,700 and for services rendered and good and valuable consideration received, Richard D. Morgan or any subsequent holder (hereinafter called the "Holder"), is entitled, subject to the terms and conditions hereinafter set forth, to purchase from Greenbriar Corporation, a Nevada corporation (the "Company"), all or any part of One Thousand Seven Hundred Thousand (170,000) fully paid and nonassessable shares of the Company's Common Stock, $0.01 par value per share (the "Common Stock"), at an exercise price of Three and 58/100 Dollars ($3.58) per share (the "Exercise Price"). The Company is subject to a special covenant contained in an Acquisition Agreement dated October 12, 2004 (the "Acquisition Agreement") requiring presentation of a transaction to the Company's stockholders, together with a mandatory exchange of a series of Preferred Stock for Common Stock (all the "Transaction"). If stockholder approval of the Transaction does not occur, the holders of the series of Preferred Stock have an opportunity exercisable from October 1, 2005, until September 30, 2006 to rescind the Transaction (the "Recission"). i. Term; Warrant Purchase Price. Subject to the terms and conditions hereof, this Warrant shall be exercisable in whole or in part from time to time, from 9:00 A.M. local Dallas, Texas time, on the day following the date of the stockholder approval of the Transaction to and until 3:00 p.m., local Dallas, Texas time, on October 31, 2009 (the "Exercisable Term"); prior to the date of stockholder approval of the Transaction, this Warrant shall not be exercisable. The Company hereby acknowledges receipt from Holder and its acceptance of $1,700 ($0.01 per share of Common Stock covered hereby) of adequate consideration for the issuance of this Warrant to Holder (the "Warrant Purchase Price"), which amount shall be applied against and in reduction of the Exercise Price per share at the time of first exercise of part or all of this Warrant. Notwithstanding any other provision of this Warrant, if stockholder approval of the Transaction does not occur prior to October 1, 2005, and if Recission does occur, this Warrant shall on such date of Recission become null and void by its terms and all rights of Holder to exercise this Warrant shall expire. If stockholder approval of the Transaction does occur, the Company and Holder shall execute an acknowledgment of that fact which shall be attached to this Warrant to evidence its continued effectiveness. ii. Exercise. This Warrant may be exercised by the Holder as to the whole at any time, or in part from time to time, during the Exercisable Term hereof set forth in paragraph 1 above (but not as to a fractional share of Common Stock): by completing the Subscription Form, a copy of which is attached hereto and made a part hereof (which written notice and subscription shall [i] state the election to exercise the Warrant and the number of shares in respect to which it is being exercised and [ii] be signed by the person so exercising the Warrant on behalf of the Holder), and delivering such Subscription Form to the Secretary of the Company; by presenting and surrendering this Warrant, duly endorsed, at the principal executive office of the Company in the city and state where then located; by delivery to the Company of an investment letter as set forth in paragraph 14(b) hereof and upon payment to the Company of the amount of the Exercise Price for shares so purchased either by (i) delivering to the Company, by check or by wire transfer, an amount equal to the Exercise Price per Share, multiplied by the number of Shares then being purchased, or (ii) by indicating in the notice of exercise form that the Exercise Price should be paid by deducting from the number of Shares to be received by the exercising Holder that number of Shares which has an aggregate Specified Value (as defined herein) on the date of exercise equal to the aggregate Exercise Price for all Shares then being purchased (a "Net Exercise"). "Specified Value" per Share at any date shall be the fair market value of such Share as determined in good faith by the Board of Directors of the Company. Thereupon this Warrant shall be deemed to have been exercised in whole or in part and the Holder exercising the same shall become a holder of record of shares of Common Stock purchased hereunder, and certificates for such shares so purchased shall be delivered to the purchaser within a reasonable time after this Warrant shall have been exercised. If this Warrant shall be exercised in respect of only a part of the shares of Common Stock covered hereby, the Holder shall be entitled to receive a similar warrant of like tenor and date covering the number of shares in respect of which this Warrant shall not have been exercised. No fractional shares of Common Stock shall be issued hereunder. iii. Transferability. Subject to the terms and conditions hereof, this Warrant may be assigned by Holder to any assignee with or without consideration; provided, however, that except for transfers or assignments by will or the laws of descent and distribution, no partial assignment of this Warrant shall be made and any transfer of this Warrant shall be made only with respect to all of the shares of Common Stock covered hereby or with respect to which this Warrant shall then be exercisable. No assignment of this Warrant shall be effective as against the Company unless and until the Company and Holder shall have received from such assignee an investment letter in form and content as set forth in paragraph 14(c) hereof, and in any event, satisfactory in form and content to Company and Company's counsel, the Company shall have been notified in writing, in a manner satisfactory to the Company, and as set forth in paragraph 16 hereof, by Holder and assignee of the fact of such assignment and the Company shall have prepared and sent to assignee in exchange hereof, a new warrant of like tenor and date to this Warrant, specifying assignee as the new holder thereof, the Company shall have received from the Holder or his assignee funds sufficient to pay any applicable transfer tax, and Holder and/or assignee shall have complied with any such other directions, instructions and requests, if any, as may be reasonably made or given by Company in order to satisfy Company as to the validity and legality of such assignment. Any such new Warrant issued will bear the same or similar legends as does this Warrant and will be subject to the investment and transfer restrictions stated herein. iv. Substitution. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of a bond of indemnity satisfactory to the Company, or in the case of any such mutilation, upon surrender or cancellation of this Warrant, the Company will issue to the Holder a new warrant of like tenor, in lieu of this Warrant, representing the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder. Any such new Warrant executed and delivered shall constitute only the same contractual obligation on the part of the Company as this Warrant. v. Company Actions. The existence of this Warrant shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. vi. Recapitalization. The shares with respect to which this Warrant is issued are shares of Common Stock as presently constituted on the date of this Warrant, but if, and whenever, prior to the delivery by the Company of any of the shares of the Common Stock with respect to which this Warrant is issued, the Company shall effect a subdivision or consolidation of shares or other capital adjustment, the payment of a stock dividend, or other increase or decrease of the number of shares of the Common Stock outstanding, without receiving compensation therefor in money, services or property, then in the event of an increase in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to and purchasable under this Warrant shall be proportionately increased, and the Exercise Price payable per share shall be proportionately reduced (but not below the par value $0.01 per share); and conversely in the event of a reduction in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to and purchasable under this Warrant shall be proportionately reduced, and the Exercise Price payable per share shall be proportionately increased. Any dividend paid or distributed upon the Common Stock in any class of stock or any securities of the Company convertible into or exchangeable for shares of Common Stock of the Company shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon the conversion or exchange thereof. vii. Effect of Merger or Consolidation. After a merger of one or more corporations into the Company, or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, Holder shall, without any change in, or payment in addition to, the Exercise Price, be entitled upon any exercise of this Warrant to receive (subject to any required action by shareholders) in lieu of the number of shares as to which this Warrant shall then be so exercisable, the number and class of shares of stock or other securities, or the amount of cash, property or assets to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation, if immediately prior to such merger or consolidation the Holder had been the holder of record of a number of shares of Common Stock of the Company equal to the number of shares of Common Stock of the Company covered by the then unexercised portion of this Warrant. In the event of any merger or consolidation to which the Company is a party in which the Company is not the surviving corporation: 1) the Company, prior to consummation, shall take all steps necessary to assure that all provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, to any securities or other consideration so deliverable on exercise of this Warrant, 2) prior to consummation, the successor corporation shall have assumed the obligations of this paragraph and this Warrant by written instrument executed and delivered to the Holder at its address on the books of the Corporation, and 3) the Holder shall be entitled to receive, upon notice of exercise, in lieu of the number of shares as to which this Warrant shall then be so exercisable immediately prior to such merger or consolidation, the number and class of shares of stock or other securities, or the amount of cash, property or assets of the surviving corporation to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation, if immediately prior to such merger or consolidation the Holder had been the holder of record of a number of shares of Common Stock of the Company equal to the number of shares of Common Stock covered by the then unexercised portion of this Warrant. viii. Nonadjustment. Except as herein expressly provided, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of options, rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Warrant. ix. Computation of Adjustment. Upon the occurrence of each event requiring an adjustment of the Exercise Price and the number of shares purchasable pursuant to this Warrant in accordance with, and as required by, the terms hereof, the Company shall mail forthwith to Holder a copy of its computation of such adjustment which shall be conclusive and shall be binding upon Holder unless contested by Holder by written notice to the Company within ninety (90) days after receipt thereof by Holder. x. Record Dates, Etc. In case: (i) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable otherwise than in cash, or any other distribution in respect of the Common Stock (including cash), pursuant to, without limitation, any spin-off, split-off or distribution of the Company's assets; or (ii) of any classification, reclassification or other reorganization of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, or conveyance of all or substantially all of the assets of the Company; or (iii) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; and in any such case, the Company shall mail to Holder, at least fifteen (15) days prior thereto, a notice stating the date or expected date on which a record is to be taken for the purpose of such dividend, distribution or rights, or the date on which such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to participate in said dividend, distribution or rights, or shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up, as the case may be. xi. Liquidation, Dissolution. In case the Company shall at any time while this Warrant or any portion hereof shall remain unexpired and unexercised, sell all or substantially all its property or dissolve, liquidate or wind up its affairs, the Holder may thereafter receive upon exercise hereof in lieu of each share of Common Stock of the Company which Holder would have been entitled to receive, the same kind and amount of any securities or assets as may be issuable, distributable or payable upon any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company. In the event that the Company shall at any time prior to the expiration of this Warrant make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) then in such event the Exercise Price then in effect shall be reduced, on the payment date of such distribution, in proportion to the percentage reduction in the tangible book value of the shares of the Company's Common Stock (determined in accordance with generally accepted accounting principles) resulting by reason of such distribution. xii. Company Performance. The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company, but will at all times in good faith assist, insofar as it is able, in the carrying out of all provisions hereof, and in the taking of all other legally available action which may be necessary in order to protect the rights of the Holder against dilution, subject to the terms hereof. Without limiting the generality of the foregoing, the Company agrees that it will not establish a par value for shares of its Common Stock above the Exercise Price then in effect, and that, before taking any action which would cause an adjustment reducing the Exercise Price hereunder below the then par value of the shares of Common Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of its Common Stock at the Exercise Price as so adjusted. xiii. Covenants and Representations of the Company. (i) All shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue. (ii) The Company hereby agrees that at all times there shall be authorized and reserved for issuance a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. (iii) So long as any Common Stock of the Company is listed on the American Stock Exchange or any other national securities exchange, the Company shall use its best lawful efforts to list on such exchange, upon official notice of issuance upon the exercise of this Warrant, and to maintain the listing of, all shares of Common Stock issuable upon the exercise of the Warrant; and the Company will use its best efforts to so list on the American Stock Exchange or any such other national securities exchange, and to maintain such listing of any other securities of the Company which may be acquired upon exercise of this Warrant, if so adjusted or modified pursuant to the terms of paragraph 7 hereof. xiv. Covenants and Representations of the Holder. (i) The Holder of this Warrant understands that neither this Warrant nor the underlying shares have been registered under the Securities Act of 1933 or any applicable securities laws of any state. The Holder of this Warrant hereby represents and warrants that this Warrant is being acquired by him solely with a view to investment and not to distribution or resale. (ii) This Warrant or the shares of Common Stock issuable on exercise hereof or any other security issued or issuable upon exercise of this Warrant may not be sold, transferred or otherwise disposed of except to a person who, in the opinion of counsel satisfactory to the Company, is a person to whom this Warrant or such Warrant Shares may be legally transferred without registration and with the delivery of a current Prospectus under the Securities Act of 1933 with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this paragraph 14 with respect to any resale or other disposition of such securities. (iii) Upon the exercise of all or any part of this Warrant, the Holder of this Warrant shall represent and warrant to the Company that Holder is acquiring the shares issuable pursuant to such exercise for investment and not with a view to distribution or resale and, as evidence of such representation and warranty, the Holder agrees that Holder will execute an investment letter, satisfactory to counsel for the Company, which will state, in part, that Holder will not distribute, sell or otherwise transfer such shares without having obtained an opinion of counsel satisfactory to the Company that any such transfer will not violate the Securities Act of 1933 or any applicable state securities law. The Holder agrees and understands that each certificate representing such shares of Common Stock or any other security issued or issuable upon the exercise of this Warrant not theretofore distributed to the public pursuant to a Registration Statement will bear the following legend to enforce such restrictions unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 'ACT') AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." (iv) Upon the transfer and assignment of this Warrant as set forth in paragraph 3 hereof, the new holder of this Warrant shall represent and warrant to the Company that he is acquiring the Warrant (and the underlying shares issuable pursuant to any exercise thereof) for investment and not with a view to distribution or resale and, as evidence of such representation and warranty, the new holder will execute an investment letter, satisfactory to counsel for the Company, which will state, in part, that he will not distribute, sell or otherwise transfer such warrant (or underlying shares) without having satisfied the Company that any such transfer will not violate the Securities Act of 1933 or any applicable state securities law. Any such new warrant issued will bear such legends as the Company deems appropriate to enforce such restrictions. xv. Taxes. The Company shall pay all transfer taxes arising from the issuance to Holder of this Warrant and the issuance to Holder of shares upon the exercise of this Warrant. xvi. Notices. All notices relating to this Warrant shall be in writing and delivered against receipt or sent by registered mail. All notices to the Company shall be addressed to its principal office in Dallas County, Texas. All notices to the Holder of this Warrant shall be to his last known address as shown on records of the Company. Each notice under this Warrant shall be deemed to have been effectively given when mailed by registered mail or when delivered against receipt to the proper address. xvii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share determined as follows: (i) if the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange, the current value shall be the last reported sale price of the Common Stock on such exchange on the last business day prior to the date of exercise of this Warrant or, if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange; or (ii) if the Common Stock is not so listed or admitted to unlisted trading privileges, the current value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (iii) if the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current value shall be an amount not less than the book value determined in such reasonable manner as may be prescribed by the Board of Directors of the Company, such determination to be final and binding on the Holder. xviii. Modification. The terms and provisions of this Warrant cannot be changed or modified in any way except by an instrument in writing and signed by the parties. xix. Benefits of Warrant. This Warrant shall inure to the benefit of and be binding upon each and any successor of the Company and the successors of the Holder. xx. Shareholders' Rights and Registration. Until the valid exercise of this Warrant, the Holder hereof shall not be entitled to any rights of a shareholder of Common Stock by virtue of this Warrant; but immediately upon the valid exercise of this Warrant and upon payment as provided herein, the Holder hereof shall be deemed a record holder of the Common Stock. xxi. Violation of Law. Notwithstanding any of the provisions hereof, Holder hereby agrees that he will not exercise this Warrant, and that the Company will not be obligated to issue any shares to the Holder hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Holder or the Company of any provision of any law or regulation of any governmental authority. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other affirmative action in order to cause the exercise of the Warrant or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority unless the Holder otherwise possesses contractual rights to cause the Company to do so. xxii. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada. Dated: October 20, 2004. ATTEST: GREENBRIAR CORPORATION. /s/ Oscar Smith By /s/ Gene S. Bertcher - --------------------------- --------------------------- Oscar Smith, Secretary Gene S. Bertcher, President ADDRESS OF HOLDER: HOLDER: /s/ Richard D. Morgan - --------------------------- --------------------------- Richard D. Morgan - --------------------------- - --------------------------- (facsimile) - --------------------------- SUBSCRIPTION FORM Dated: ____________________ (To be executed and completely filled in upon partial or full exercise of the attached Warrant) TO: Greenbriar Corporation The undersigned registered Holder of the within Warrant irrevocably exercises the attached Warrant and for purchases ________________ Shares of Common Stock of Greenbriar Corporation (the "Company") and either (check one): o herewith makes payment therefore in the amount of $_____________, all at the price and on the terms and conditions specified in the attached Warrant o elects to make a Net Exercise as defined and on the terms and conditions specified in the attached Warrant. The undersigned registered Holder of the attached Warrant requests that a certificate for the Shares of Common Stock of the Company hereby purchased to be issued in accordance with the "Instructions for Registration of Stock" below and delivered to the person designated and, if such Shares of Common Stock do not include all the Shares of Common Stock issuable as provided in the attached Warrant, that a new Warrant of like tenor for the number of Shares of Common Stock of the Company not being purchased hereunder be issued in the name of the Holder. z___________________________________________ Signature INSTRUCTIONS FOR REGISTRATION OF STOCK INSTRUCTIONS FOR REGISTRATION OF STOCK Name____________________________________________________________________________ (please typewrite or print in block letters) Address_________________________________________________________________________ ________________________________________________________________________________ Signature_______________________________________________________________________ ASSIGNMENT FORM FOR VALUE RECEIVED, ____________________________ hereby sell, assign and transfer unto: Name____________________________________________________________________________ (please typewrite or print in block letters) Address_________________________________________________________________________ ________________________________________________________________________________ the right to purchase the Common Stock represented by Warrant No. _______ issued by __________________________ to the extent of _________ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint attorney to transfer the same on the books of the Company with full power of substitution in the premises. Dated:__________________________ Signature____________________________ EX-21.0 4 cabeltel10kex210123104.txt SUBSIDIARIES OF THE REGISTRANT Exhibit 21.0 SUBSIDIARIES State or Entity Name Country % Owned Big Bear Indian Art, LLC Texas 100% CableTEL AD Bulgaria 75% Broadnet AD Bulgaria 100% Bulmet EOOD Bulgaria 100% CIS AD Bulgaria 88% Globo EOOD Bulgaria 100% Globo Lom AD Bulgaria 51% Union Cable OOD Bulgaria 100% Union Television Velingrad OOD Bulgaria 100% Crown Pointe, Inc. California 100% Gainesville Outlet Mall, LLC Nevada 100% Gainesville Property, LP Texas 100% Gainesville Partners, LLC Nevada 100% Gaywood Oil & Gas, LLC Nevada 100% Graybrier, Inc. North Carolina 100% Greenbriar Financial Corporation Nevada 100% Kellway Corporation Texas 100% King City Retirement Corporation Oregon 100% Real Estate Investors, LLC Nevada 100% Senior Living Management, Inc. Nevada 100% Senior Living Management Payroll Company Texas 100% Senior Property Management, Inc. Nevada 100% Senior Property Management- CP, LLC Nevada 100% Senior Property Management- OP, LLC Nevada 100% Senior Property Management- WT, LLC Nevada 100% SLM-Crown Pointe, Inc. Nevada 100% SLM-Oak Park, Inc. Nevada 100% SLM-Wedgwood Terrace, Inc. Nevada 100% Wedgwood Retirement Inns, Inc. Washington 100% Wedgwood Terrace, Inc. Nevada 100% Windsor Group, LLC South Carolina 100% Windsor House Greenville, LLC South Carolina 100% EX-23.0 5 cabeltel10kex230123104.txt CONSENT OF FARMER, FUQUA & HUNT, P.C. EXHIBIT 23.0 We have issued our opinion dated April 15, 2005 accompanying the consolidated financial statements included in the Annual Report of Cabeltel International Corporation, formerly Greenbriar Corporation on Form 10-K for the year ended December 31, 2004. We hereby consent to the incorporation by reference of said report in the Registration Statements of Cabeltel International Corporation, formerly Greenbriar Corporation on Form S-8 (File No. 33-50868 and 33-33985). /s/ FARMER, FUQUA & HUFF, P.C. Plano, Texas April 15, 2005 EX-31.1 6 cabeltel10kex311123104.txt SECTION 302 CERTIFICATION OF CEO EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER'S RULE 13a-14(a)/15d-14(a) CERTIFICATION I, Ronald C. Finley, certify that: 1) I have reviewed this annual report on Form 10-K of CabelTel International Corporation; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Dated: April 14, 2005. /s/ Ronald C. Finley ----------------------------------------- Ronald C. Finley, Chief Executive Officer EX-31.2 7 cabeltel10kex312123104.txt SECTION 302 CERTIFICATION OF CFO EXHIBIT 31.2 CHIEF FINANCIAL OFFICER'S RULE 13a-14(a)/15d-14(a) CERTIFICATION I, Gene S. Bertcher, certify that: 1. I have reviewed this annual report on Form 10-K of CabelTel International Corporation; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Dated: April 14, 2005. /s/ Gene S. Bertcher ------------------------------- Gene S. Bertcher, President and Chief Financial Officer EX-32 8 cabeltel10kex32123104.txt SECTION 906 CERTIFICATION OF CEO & CFO Exhibit 32 OFFICERS' SECTION 1350 CERTIFICATIONS The undersigned officers of CabelTel International Corporation, a Nevada corporation (the "Company"), hereby certifies that (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2004 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and (ii) the information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 fairly presents, in all material respects, the financial condition and results of operations of the Company, at and for the periods indicated. Dated: April 14, 2005. /s/ Ronald C. Finley ----------------------------------------- Ronald C. Finley, Chief Executive Officer /s/ Gene S. Bertcher ----------------------------------------- Gene S. Bertcher, President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----