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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
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
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Item 2. Acquisition or Disposition of Assets.
(i) On June 13, 2000, Cybertel, Communications Corp. (the
"Registrant" or "Cybertel") entered into a Reorganization Agreement (the
L.D.V.L. Agreement") with L.D.V.L., Inc., a New Jersey corporation
("L.D.V.L."), and all of the stockholders of L.D.V.L. (the "L.D.V.L.
Stockholders," whereby Cybertel issued 700,000 shares of "restricted
securities" (common stock) to the L.D.V.L. Stockholders in consideration of
the exchange of 100% of the outstanding voting securities of L.D.V.L. These
shares amounted to approximately 10% in the aggregate of the post-L.D.V.L.
Agreement outstanding voting securities of Cybertel. L.D.V.L. became a
wholly-owned subsidiary of Cybertel on the closing of the L.D.V.L. Agreement.
A copy of the L.D.V.L. Agreement, with exhibits, is attached hereto and
incorporated herein by reference. See Item 7.
L.D.V.L. is a telecommunication services company specializing in the
resale of xDSL (digital Subscriber Loop) circuits through a network of
Regional Bell Operating Company (RBOC) sales agents as well as other top tier
dealers within the United States. These agents and dealers sell network
services to small, intermediate and large corporations.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Required Audited financial statements of L.D.V.L. are currently
being prepared, and will be filed with the Securities and Exchange
Commission as an amendment to this Report on or before
August 27, 2000.
(b) Pro Forma Financial Information.
Required Pro Forma financial statements, taking into account the
completion of the L.D.V.L. Agreement, are being prepared and will be
filed with the Securities and Exchange Commission on or before
August 27, 2000.
(c) Exhibits.
10.1 Agreement and Plan of Reorganization.
Exhibit A-Stockholders of L.D.V.L.
Exhibit B-Cybertel Warrants to be received
Exhibit C-Cybertel Financial Statements.*
Exhibit D-Exceptions.
Exhibit E-L.D.V.L. Financial Statements.
Exhibit F-Exceptions.
Exhibit G-Investment Letter.
Exhibit H-Cybertel Compliance Certificate.
Exhibit I-Like Dat Music Compliance
Certificate.
* 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: 6/28/2000 By:/s/Richard D. Mangiarelli
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Richard D. Mangiarelli
CEO, President and Director
