<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
June 13, 2000
Date of Report
(Date of Earliest Event Reported)
CYBERTEL, COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-26913 86-0862532
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
4275 Executive Square, Suite 510
La Jolla, California 92037
(Address of Principal Executive Offices)
(858) 646-7410
Registrant's Telephone Number
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
L.D.V.L., Inc.
(A Development Stage Company)
Merchantville, New Jersey
We have audited the accompanying balance sheet of L.D.V.L. Inc. (formerly LD
Ventures, LTD, Inc.), as of December 31, 1999, and the related statements of
expenses, stockholders' equity, and cash flows for the two years then ended
and the period from October 3, 1996 (Inception) through December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of L.D.V.L., Inc., as of
December 31, 1999, and the results of its operations and its cash flows for
the two years then ended and the period from October 3, 1996 (Inception)
through December 31, 1999, in conformity with generally accepted accounting
principles.
MALONE & BAILEY, PLLC
Houston, Texas
June 27, 2000
<PAGE>
<TABLE>
LDVL, Inc.
formerly LD Ventrues, LTD, Inc.
(A Development Stage Company
BALANCE SHEET
December 31, 1999
<CAPTION>
ASSETS
<S> <C>
Current Assets
Cash $ 11,391
Prepaid expenses 7,873
TOTAL ASSETS $ 19,264
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Line of Credit $ 43,557
Accounts payable 11,090
Accounts payable to officers 34,167
TOTAL LIABILITIES 88,814
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 10,000,000
shares authorized, 2,350,000 shares issued
and outstanding 2,350
Additional paid in capital 81,305
Deficit accumulated during the development stage (153,205)
TOTAL STOCKHOLDERS' EQUITY ( 69,550)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,264
</TABLE>
<PAGE>
<TABLE>
LDVL, Inc.
(A Development Stage Company)
STATEMENTS OF EXPENSES
For the Two Years Ended December 31, 1999 and 1998
and the Period from October 3, 1996 (Inception)
through December 31, 1999
<CAPTION>
Inception
Through
1999 1998 1999
<S> <C> <C> <C>
Expenses
Advertising $ 108,210 - $ 108,210
General & administrative 43,995 - 44,995
NET INCOME (LOSS) $(152,205) - $(153,205)
Net (loss) per common share $( .06)
Weighted average common shares
outstanding 2,350,000
</TABLE>
<TABLE> LDVL, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Two Years Ended December 31, 1999 and 1998
and the Period from October 3, 1996 (Inception)
through December 31, 1999
<CAPTION>
Deficit
Accumulated
During the
Common Stock Paid in Development
Shares $ Capital Stage Totals
<S> <C> <C> <C> <C> <C>
Services contributed
at Inception 1,000 $1,000 $ 1,000
Net (loss), year ended
December 31, 1996 $( 1,000) ( 1,000)
Balances,
December 31, 1997 1,000 1,000 ( 1,000)
Balances,
December 31, 1998 1,000 1,000 ( 1,000)
Shares issued
for cash 1,000 1,000 $ 84,805 85,805
Repurchase of shares ( 100) ( 100) ( 5,400) ( 5,500)
Abandonment of LD
Ventures, LTD, Inc. ( 1,900) (1,900) 1,900
Formation of L.D.V.L.,
Inc.:
Shares issued for
services 2,350,000 2,350 2,350
Net (loss)
LD Ventures, Inc. (112,471) (112,471)
L.D.V.L., Inc. ( 39,734) ( 39,734)
Balances,
December 31, 1999 2,350,000 $2,350 $ 81,305 $(152,400) $( 69,550)
</TABLE>
<TABLE>
LDVL, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Two Years Ended December 31, 1999 and 1998
and the Period from October 3, 1996 (Inception)
through December 31, 1999
<CAPTION>
Inception
Through
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS USED BY OPERATING ACTIVITIES
Net income (loss) $(152,205) $(153,205)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Stock issued for services 2,350 3,350
Changes in:
Prepaid expenses ( 7,872) ( 7,872)
Accounts payable 11,089 11,089
NET CASH USED BY OPERATING ACTIVITIES (146,638) - (146,638)
CASH FLOWS USED BY INVESTING ACTIVITIES
NET CASH USED BY INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock 85,805 85,805
Stock repurchase ( 5,500) ( 5,500)
Net change in line of credit 43,557 43,557
Accounts payable to officers 34,167 34,166
NET CASH FLOWS FROM FINANCING ACTIVITIES 158,029 - 158,029
NET INCREASE IN CASH 11,391 11,391
CASH BALANCES
- Beginning of period 0 0
- End of period $ 11,391 $ 11,391
</TABLE>
L.D.V.L., INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of business. LD Ventures, Inc., ("LD Ventures") was formed as a
Delaware corporation on October 3, 1996 and organized in September 1999 to
resell internet services. LD Ventures' investors abandoned the company in
November 1999 and the principals reorganized as L.D.V.L., Inc ("LDVL"), a New
Jersey corporation. LDVL resells xDSL circuits, or high speed internet
connections, through a network of Regional Bell Operating Company sales agents
and other top tier dealers within the United States who mainly service
commercial accounts in major metropolitan areas such as New York City,
Philadelphia, Chicago, and Los Angeles. LDVL targets the high-end market for
internet services and focuses on providing reliable, low cost, high quality
service.
Cash and cash equivalents. For purposes of the cash flow statement, the
Company considers cash in the bank, money market accounts and short-term bank
certificates of deposit as cash and cash equivalents.
Prepaid expenses consist of a rent prepayment.
Accounts payable to officer consist of reimbursable expenses and were repaid
to the officer in February 2000.
Use of estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NOTE 2 - LINE OF CREDIT
LDVL has a line of credit up to $100,000 bearing interest of 12% with Staten
Island Savings Bank. Balances on the line of credit are required to be repaid
over 36 months. Two officers personally guarantee payment of the line of
credit. As of December 31, 1999, the balance on the line of credit was
$43,557.
NOTE 3 - STOCK TRANSACTIONS
During September 1999, LD Ventures collected $51,805 on the sale of stock.
Between September 1999 and December 1999, an officer of LD Ventures
contributed another $34,000 to fund operations. In November 1999, the
principals and three of the investors, who were also performing services for
LD Ventures, agreed to the repurchase of those investors' shares for $5,500.
The remaining investors abandoned their investments and their shares were
cancelled.
The principals formed a new company, LDVL, with a new investor group, and LDVL
assumed the assets and liabilities of LD Ventures, Inc. The assets included
cash and a contract with a DSL provider, COVAD. The liabilities consisted of
the amounts payable to the officer, which is considered paid in capital to
LDVL, and the balance due on the line of credit. LDVL issued 2,350,000 shares
to its founders, valued at par, or $2,350.
NOTE 4 - SUBSEQUENT EVENTS
During February 2000, LDVL entered into a two-year lease agreement for a cage
in New Jersey that calls for payments of $800 per month and a 36 month capital
lease for a switch with payments of 2,765 per month.
During March 2000, LDVL sold 128,335 shares of stock at $3 per share for
proceeds totalling $385,000.
In April 2000, LDVL entered into a five year lease for office space in New
Jersey which began May 1, 2000 and provided for lease payments of $5,127 per
month.
On June 15, 2000 LDVL agreed to be acquired by Cybertel Communications
Corporation by exchanging stock in a transaction recorded using the pooling-
of-interests method of accounting. The investors in LDVL received 700,000
shares of Cybertel and 51,783 warrants at an exercise price of $8 per share.
There were no material transactions between the Company and LDVL prior to the
acquisition. All accounting policies used are consistent.
The following is a condensed balance sheet of LDVL as of June 15, 2000, the
date of acquisition:
Current assets $ 80,816
Fixed assets, net of accumulated
depreciation of $4,566 95,529
Long-term assets 32,363
Total assets $208,708
Current liabilities $ 43,492
Long-term liabilities 51,046
Total liabilities 94,538
Capital stock 501,155
Deficit accumulated during the
development stage (386,985)
Total stockholders' equity 114,170
Total liabilities and stockholders' equity $208,708
There have been no revenues. Expenses from inception through June 15, 2000
consist of $159,302 selling, $219,687 general and administrative, $4,566
depreciation, and $3,430 interest expense.
<PAGE>
(b) Pro Forma Financial Information.
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
L.D.V.L., Inc.
formerly LD Ventures, LTD, Inc.
(A Development Stage Company)
Merchantville, New Jersey
We have audited the accompanying balance sheet of L.D.V.L., Inc. (formerly LD
Ventures, LTD, Inc.), as of December 31, 1999, and the related statements of
expenses, stockholders' equity, and cash flows for the two years then ended
and the period from October 3, 1996 (Inception) through December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of L.D.V.L., Inc., as of
December 31, 1999, and the results of its operations and its cash flows for
the two years then ended and the period from October 3, 1996 (Inception)
through December 31, 1999, in conformity with generally accepted accounting
principles.
MALONE & BAILEY, PLLC
Houston, Texas
June 27, 2000
<PAGE>
L.D.V.L., Inc.
Formerly LD Ventures, LTD, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
ASSETS
Current Assets
Cash $ 11,391
Prepaid expenses 7,873
TOTAL ASSETS $ 19,264
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Line of Credit $ 43,557
Accounts payable 11,090
Accounts payable to officers 34,167
TOTAL LIABILITIES 88,814
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 10,000,000
shares authorized, 2,350,000 shares issued
and outstanding 2,350
Additional paid in capital 81,305
Deficit accumulated during the development stage (153,205)
TOTAL STOCKHOLDERS' EQUITY ( 69,550)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,264
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
L.D.V.L., Inc.
Formerly LD Ventures, LTD, Inc.
(A Development Stage Company)
STATEMENTS OF EXPENSES
For the Two Years Ended December 31, 1999 and 1998
and the Period from October 3, 1996 (Inception)
through December 31, 1999
Inception
Through
1999 1998 1999
Expenses
Advertising $ 108,210 - $ 108,210
General & administrative 43,995 - 44,995
NET INCOME (LOSS) $(152,205) - $(153,205)
Net (loss) per common share $( .06)
Weighted average common shares
outstanding 2,350,000
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
L.D.V.L., Inc.
Formerly LD Ventures, LTD, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Two Years Ended December 31, 1999 and 1998
and the Period from October 3, 1996 (Inception)
through December 31, 1999
Deficit
Accumulated
During the
Common Stock Paid in Development
Shares $ Capital Stage Totals
Services contributed
at Inception 1,000 $1,000 $ 1,000
Net (loss), year ended
December 31, 1996 $( 1,000) ( 1,000)
Balances,
December 31, 1997 1,000 1,000 ( 1,000)
Balances,
December 31, 1998 1,000 1,000 ( 1,000)
Shares issued
for cash 1,000 1,000 $ 84,805 85,805
Repurchase of shares ( 100) ( 100) ( 5,400) ( 5,500)
Abandonment of LD
Ventures, LTD, Inc. (1,900) (1,900) 1,900
Formation of L.D.V.L.,
Inc.:
Shares issued for
services 2,350,000 2,350 2,350
Net (loss)
LD Ventures, Inc. (112,471) (112,471)
L.D.V.L., Inc. ( 39,734) ( 39,734)
Balances,
December 31,
1999 2,350,000 $2,350 $ 81,305 $(153,205) $( 69,550)
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
L.D.V.L., Inc.
Formerly LD Ventures, LTD, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Two Years Ended December 31, 1999 and 1998
and the Period from October 3, 1996 (Inception)
through December 31, 1999
Inception
Through
1999 1998 1999
CASH FLOWS USED BY OPERATING ACTIVITIES
Net income (loss) $(152,205) $(153,205)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Stock issued for services 2,350 3,350
Changes in:
Prepaid expenses ( 7,872) ( 7,872)
Accounts payable 11,089 11,089
NET CASH USED BY OPERATING ACTIVITIES (146,638) - (146,638)
CASH FLOWS USED BY INVESTING ACTIVITIES
NET CASH USED BY INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock 85,805 85,805
Stock repurchase ( 5,500) ( 5,500)
Net change in line of credit 43,557 43,557
Accounts payable to officers 34,167 34,166
NET CASH FLOWS FROM FINANCING ACTIVITIES 158,029 - 158,029
NET INCREASE IN CASH 11,391 11,391
CASH BALANCES
- Beginning of period 0 0
- End of period $ 11,391 $ 11,391
See accompanying summary of accounting policies
and notes to financial statements.
<PAGE>
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of business. LD Ventures, LTD, Inc., ("LD Ventures") was formed as a
Delaware corporation on October 3, 1996 and organized in September 1999 to
resell internet services. LD Ventures' investors abandoned the company in
November 1999 and the principals reorganized as L.D.V.L., Inc ("LDVL"), a New
Jersey corporation. LDVL resells xDSL circuits, or high speed internet
connections, through a network of Regional Bell Operating Company sales agents
and other top tier dealers within the United States who mainly service
commercial accounts in major metropolitan areas such as New York City,
Philadelphia, Chicago, and Los Angeles. LDVL targets the high-end market for
internet services and focuses on providing reliable, low cost, high quality
service.
Cash and cash equivalents. For purposes of the cash flow statement, the
Company considers cash in the bank, money market accounts and short-term bank
certificates of deposit as cash and cash equivalents.
Prepaid expenses consist of a rent prepayment.
Accounts payable to officer consist of reimbursable expenses and were repaid
to the officer in February 2000.
Use of estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NOTE 2 - LINE OF CREDIT
LDVL has a line of credit up to $100,000 bearing interest of 12% with Staten
Island Savings Bank. Balances on the line of credit are required to be repaid
over 36 months. Two officers personally guarantee payment of the line of
credit. As of December 31, 1999, the balance on the line of credit was
$43,557.
NOTE 3 - STOCK TRANSACTIONS
During September 1999, LD Ventures collected $51,805 on the sale of stock.
Between September 1999 and December 1999, an officer of LD Ventures
contributed another $34,000 to fund operations. In November 1999, the
principals and three of the investors, who were also performing services for
LD Ventures, agreed to the repurchase of those investors' shares for $5,500.
The remaining investors abandoned their investments and their shares were
canceled.
The principals formed a new company, LDVL, with a new investor group, and LDVL
assumed the assets and liabilities of LD Ventures, Inc. The assets included
cash and a contract with a DSL provider, COVAD. The liabilities consisted of
the amounts payable to the officer, which is considered paid in capital to
LDVL, and the balance due on the line of credit. LDVL issued 2,350,000 shares
to its founders, valued at par, or $2,350.
<PAGE>
NOTE 4 - SUBSEQUENT EVENTS
During February 2000, LDVL entered into a two-year lease agreement for a cage
in New Jersey that calls for payments of $800 per month and a 36 month capital
lease for a switch with payments of 2,765 per month.
During March 2000, LDVL sold 128,335 shares of stock at $3 per share for
proceeds totaling $385,000.
In April 2000, LDVL entered into a five year lease for office space in New
Jersey which began May 1, 2000 and provided for lease payments of $5,127 per
month.
On June 15, 2000, LDVL agreed to be acquired by Cybertel Communications
Corporation by exchanging 700,000 shares of Cybertel stock, 51,783 warrants at
an exercise price of $8 per share, and $294,500 in cash in exchange for 100%
of the outstanding LDVL stock in a transaction recorded using the pooling-of-
interests method of accounting.
There were no material transactions between the Company and LDVL prior to the
acquisition. All accounting policies used are consistent.
The following is a condensed balance sheet of LDVL as of June 15, 2000, the
date of acquisition:
Current assets $ 80,816
Fixed assets, net of accumulated
depreciation of $4,566 95,529
Long-term assets 32,363
Total assets $208,708
Current liabilities $ 43,492
Long-term liabilities 51,046
Total liabilities 94,538
Capital stock 501,155
Deficit accumulated during the
development stage (386,985)
Total stockholders' equity 114,170
Total liabilities and stockholders' equity $208,708
There have been no revenues. Expenses from inception through June 15, 2000
consist of $159,302 selling, $219,687 general and administrative, $4,566
depreciation, and $3,430 interest expense.
<PAGE>
Pro Forma Consolidated Condensed Balance Sheet
The following pro forma balance sheet has been derived from the balance sheet
of Cybertel Communications Corporation ("Cybertel") at December 31, 1999 and
adjusts such information to give affect to the acquisition of L.D.V.L., Inc.
("LDVL") as if the acquisition had occurred at December 31, 1997. The pro
forma balance sheet is presented for informational purposes only and does not
purport to be indicative of the financial condition that would have resulted
if the acquisition had been consummated at December 31, 1997. The pro forma
balance sheet should be read in conjunction with the notes thereto and the
Company's consolidated financial statements and related notes thereto
contained elsewhere in this filing.
December 31, 1999
LDVL Cybertel Adjustments Pro Forma
ASSETS
Current assets
Cash $ 11,391 $ 643,952 $ 655,343
Accounts receivable 41,542 41,542
Stock subscription (1) $ 679,500
(2) (294,500) 385,000
Other current assets 7,872 25,000 32,872
Total current assets 19,263 710,494 1,114,757
Property and equipment, net 138,037 138,037
Deposits 4,500 4,500
$ 19,263 $ 853,031 $ 385,000 $1,257,294
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 45,256 $ 176,939 $ 222,195
Notes payable 43,557 489,528 533,085
Accrued expenses 274,971 274,971
Total current
liabilities 88,813 941,438 1,030,251
Long term debt 2,332 2,332
Stockholders' equity
Common stock, $.001 par value,
10,000,000 shares authorized,
2,350,000 shares issued and
outstanding 2,350 (1) $ 226
(2) ( 98)
(3) ( 2,478) 0
Common stock, $.001 par value,
20,000,000 shares authorized,
5,215,659 shares issued and
outstanding 4,515 (4) 700 5,215
Additional paid-in capital 81,305 3,646,318 (1) 679,274
(2) (294,402)
(3) 2,478
(4) ( 700 ) 4,114,273
Retained (deficit) (153,205) (3,741,572) (3,894,777)
Total stockholders'
equity ( 69,550) ( 90,379) 385,000 224,711
$ 19,263 $ 853,031 $ 385,000 $1,257,294
<PAGE>
Notes to Pro Forma Consolidated Condensed Balance Sheet
On June 15, 2000, LDVL agreed to be acquired by Cybertel Communications
Corporation by exchanging 700,000 shares of Cybertel stock, 51,783 warrants at
an exercise price of $8 per share, and $294,500 in cash in exchange for 100%
of the outstanding LDVL stock in a transaction recorded using the pooling-of-
interests method of accounting.
(1) Adjustment to reflect $679,000 proceeds from sale of LDVL stock to third
party investors collected during March 2000.
(2) Adjustment to reflect cash portion of purchase price paid by Cybertel, and
paid to acquire and cancel 98,167 shares from certain shareholders of
LDVL.
(3) Adjustment to reflect cancellation of the remaining outstanding shares of
LDVL pursuant to the acquisition by Cybertel.
(4) Adjustment to reflect the issuance of 700,000 shares of Cybertel to the
remaining former shareholders of LDVL.
<PAGE>
Pro Forma Consolidated Statements of Operations
The following unaudited pro forma statement of operation have been derived
from the statements of operations of Cybertel and LDVL for the fiscal year
ended December 31, 1999 and adjust such information to give effect to the
acquisition of LDVL as if it had occurred on December 31, 1997. The pro forma
statements of operations are presented for informational purposes only and do
not purport to be indicative of the results of operations that would have
resulted if the acquisition had been consummated on December 31, 1997 nor
which may actually result from future operations.
Fiscal Year Ended December 31, 1999
LDVL Cybertel Adjustments Pro Forma
Revenues $ 3,105,570 $ 3,105,570
Operating costs and
expenses:
Cost of sales 2,391,843 2,391,843
Selling, general, and
administrative expenses $ 152,205 2,608,376 2,760,581
Research and development 145,848 145,848
Depreciation expense 59,855 59,855
Operating income (152,205) (2,100,352) (2,252,557)
Interest expense 161,416 161,416
Interest (income) ( 11,503) ( 11,503)
Other (income)
expense, net 149,913 149,913
Income (loss) $(152,205) $(2,250,265) $(2,402,470)
Income (loss) per
share of common stock $( .51)
Weighted average number
of common shares
outstanding 4,710,984
<PAGE>
Pro Forma Consolidated Statements of Operations
The following unaudited pro forma statement of operation have been derived
from the statements of operations of Cybertel and LDVL for the six months
ended June 30, 2000 and adjust such information to give effect to the
acquisition of LDVL as if it had occurred on December 31, 1997. The pro forma
statements of operations are presented for informational purposes only and do
not purport to be indicative of the results of operations that would have
resulted if the acquisition had been consummated on December 31, 1997 nor
which may actually result from future operations.
Six Months Ended June 30, 2000
LDVL Cybertel Adjustments Pro Forma
Revenues $ 496,191 $ 496,191
Operating costs and
expenses:
Cost of sales $ 1,323 252,585 253,908
Selling, general, and
administrative expenses 281,91 1,993,886 2,275,798
Depreciation expense 4,566 37,480 42,046
Operating income (287,801) (1,787,760) (2,075,561)
Interest expense 2,585 606,608 609,193
Interest (income) ( 46,040) ( 46,040)
Other (income)
expense, net 2,585 ( 560,568) ( 563,153)
Net (loss) (290,386) (2,348,328) (2,638,714)
Unrealized gain on
marketable securities 4,046,250 4,046,250
Comprehensive
income (loss) $(290,386) $ 1,697,922 $ 1,407,536
Income (loss) per
share of common stock $( .49)
Weighted average number
of common shares
outstanding 5,377,743
<PAGE>
(c) Exhibits.
None.
* Incorporated by reference from Cybertel's filings with the
Securities and Exchange Commission, in Cybertel's 10-KSB Annual
Report, for the year ended December 31, 1999, and its 10-QSB
Quarterly Report for the quarter ended March 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
CYBERTEL, COMMUNICATIONS CORP.
Date: 8/28/00 By: /s/ Richard D. Mangiarelli
-------------- -------------------------------------
Richard D. Mangiarelli
CEO, President and Director
