UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported): October 16, 2007
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CABELTEL INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-08187 75-2399477
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File No.) Identification No.)
1755 Wittington Place, Suite 300
Dallas, Texas 75234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-407-8400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 23 0.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240. 14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13 e-4(c) under the
Exchange Act (17 CFR 240.13 e-4(c))
Section 3 - Securities and Trading Markets
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
(a) By letter dated October 16, 2007, received by facsimile transmission,
CabelTel International Corporation (the "Registrant" or the "Issuer" or the
"Company") the staff of the American Stock Exchange LLC (the "AMEX") gave the
Registrant notice of intent of the AMEX to strike the common stock of the
Registrant from the AMEX by filing a delisting application with the Securities
and Exchange Commission ("SEC") pursuant to Section 1009(d) of the AMEX Company
Guide. The notice advised that in the opinion of the staff of the AMEX
Registrant failed to deliver on a number of milestones that were in the
Registrant's Plan of Compliance previously submitted to and accepted by the AMEX
which granted the Registrant an extension until December 31, 2007 to regain
compliance with the continued listing standards. The notice also indicates that
the Registrant had been advised that the staff of the AMEX would initiate
delisting proceedings if the Registrant failed to make progress consistent with
the Plan or was not in compliance by the end of the Plan Period which was to be
December 31, 2007. The notice advised that "after careful review of the
Company's Form 10-Q for the period ended June 30, 2007" the staff "determined
that the Company has not made progress consistent with the Plan and has not
demonstrated an ability to regain compliance with the continued listing
standards of the Exchange by December 31, 2007 . . ." The AMEX staff
determination contained in the notice letter constitutes notice of a failure to
satisfy one or more continued listing standards.
The Company has appealed this determination and requested a hearing before
a Listing Qualifications Panel of the AMEX. There can be no assurance that the
Company's request for continued listing will be granted.
Contemporaneously with the filing of this Current Report on Form 8-K, the
Company has issued a press release pursuant to Section 402 of the AMEX Company
Guide disclosing the receipt of the AMEX letter and the specific continued
listing deficiencies upon which it is based. Those deficiencies, as alleged in
the AMEX staff notice letter are:
o The Company failed to deliver on a number of milestones that were in
the Company's Plan of Compliance including:
(i) The Company failed to regain compliance through an increase
in its shareholders equity of an aggregate of $2.1 million by the end
of the Plan Period on December 31, 2006 part of which involved
increasing its equity through the completion of an equity raise of
$900,000 by December 31, 2006 and failed to increase its equity to the
required amount of $2,000,000 during the Plan Period.
(ii) The Company has not completed an acquisition of certain
mineral rights in the Fayetteville, Arkansas area from a related party
through the issuance of the Company's common stock nor has it provided
assurances that it will be able to do so by the end of the Plan Period
at December 31, 2007.
(iii) The Company has not yet complete an equity raise concurrent
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with the acquisition of the mineral rights through a private placement
arrangement and has provided no assurances that it will be able to
secure the necessary investments to complete the acquisition of the
mineral rights by the end of the Plan Period at December 31, 2007.
(iv) The Company failed to provide financial projections for the
duration of the Plan Period to the AMEX and has made no
representations that it expects to regain compliance by reporting net
income for the fiscal year 2007 and/or shareholders equity of
$4,000,000 at December 31, 2007.
o The Company is unlikely to regain compliance with Section 1003(a)(i)
of the Company Guide by December 31, 2007 and be in compliance with
Section 1003 (a)(ii) of the Company Guide at December 31, 2007 based
upon the Company's reported net loss of $433,000 for the six months
ended at June 30, 2007 or a reasonable demonstration that it will be
able to improve operations that would result in reporting net income
for the fiscal year ending December 31, 2007. The Company reported
shareholders equity at $1.6 million at June 30, 2007; has failed to
reasonably demonstrate that it will be able to increase its equity by
the necessary amount by December 31, 2007 and it is more likely than
not that the Company will be out of compliance with Sections
1003(a)(i) and 1003 (a)(ii) of the AMEX Company Guide at December 31,
2007.
Contrary to the staff determination, the Company is continuing to attempt
to achieve the various portions of its Plan of Compliance by the end of the Plan
Period at December 31, 2007.
The information furnished pursuant to this Item 3.01 of this Form 8-K,
including exhibit 99.1 attached hereto shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section unless we specifically incorporate it
by reference in a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934. The Company undertakes no duty or obligation to
publicly update or revise the information pursuant to Item 3.01 of this Current
Report on Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is furnished with this Report:
Exhibit
Designation Description of Exhibit
99.1* Press Release dated October 22, 2007
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*Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly-caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly-authorized.
Dated: October 22, 2007 CABELTEL INTERNATIONAL CORPORATION
By: /s/ Gene S. Bertcher
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Gene S. Bertcher, President
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