10QSB 1 q902.txt U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- --------------- Commission File No. 0-26913 --------------------------- CYBERTEL COMMUNICATIONS CORP. ----------------------------- (Name of Small Business Issuer in its Charter) NEVADA 86-0862532 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 2820 La Mirada Drive, Suite H Vista, California 92083 ----------------------- (Address of Principal Executive Offices) Issuer's Telephone Number: (858) 646-7410 ------------------------------------------ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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. (1) Yes X No (2) Yes X No --- --- --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Not applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: 37,196,077 November 13, 2002 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management, and commence on the following page, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant for the periods then ended.
CYBERTEL COMMUNICATIONS CORP. CONSOLIDATED BALANCE SHEET As of September 30, 2002 ASSETS Current Assets Cash $ 55,350 Restricted Cash 51,715 Accounts receivable, net of allowance for doubtful accounts of $90,160 230,736 Prepaid expenses 6,617 Investment in UBC 2,000 ------------ Total Current Assets 346,418 ------------ Equipment, net of $282,835 accumulated depreciation 77,210 Other assets 80,031 ------------ TOTAL ASSETS $ 503,659 ============ LIABILITIES & STOCKHOLDERS' DEFICIT Current Liabilities Installment debt $ 5,701 Accounts payable and accrued expenses 949,585 Dividends payable 313,117 Note payable 60,000 ------------ Total Current Liabilities 1,328,403 ------------ Note payable, net of unamortized loan costs of $68,047 131,953 ------------ Total Liabilities 1,460,356 ------------ STOCKHOLDERS' DEFICIT Class A convertible preferred stock, $.001 par value, 5,000,000 shares authorized, 1,833 shares issued and outstanding 2 Class B preferred stock, $.001 par value, 45,000,000 authorized, 65,000 shares issued and outstanding 65 Common stock, $.001 par value, 300,000,000 shares authorized, 29,993,176 shares issued and outstanding 29,993 Paid in capital 11,230,033 Deficit (12,216,790) ------------ TOTAL STOCKHOLDERS' DEFICIT ( 956,697) ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 503,659 ============
CYBERTEL COMMUNICATIONS CORP. CONSOLIDATED INCOME STATEMENTS For the Three Months and Nine Months Ended September 30, 2002 and 2001 Three Months Nine Months Ended September 30, Ended September 30, (restated) (restated) 2002 2001 2002 2001 --------- ----------- --------- ----------- Revenues $ 288,117 $ 425,769 $ 911,826 $ 1,099,024 Cost of sales 167,564 397,842 558,293 993,294 --------- ----------- --------- ----------- Gross Margin 120,553 27,927 353,533 105,730 Operating Expenses Selling ( 15,519) ( 60,383) ( 62,924) ( 264,683) General and admin. (614,420) ( 965,037) (1,454,231) (2,429,862) Depreciation ( 17,300) ( 34,386) ( 56,452) ( 101,546) Interest and other income 616 3,373 1,956 17,556 Interest expense ( 9,467) ( 1,612) ( 18,993) ( 17,152) Other income 1,000 1,000 Gain on sale of marketable securities 1,741,981 Loss on sale of fixed asset ( 9,976) ( 9,976) --------- ----------- ----------- ----------- Net Loss from Continuing Operations (544,513) (1,030,118) (1,246,087) ( 947,976) Preferred dividend requirements ( 41,612) ( 34,779) ( 95,839) ( 103,207) --------- ----------- ----------- ----------- Net Loss Available to Common Shareholders from Continuing Operations (586,125) (1,064,897) (1,341,926) (1,051,183) --------- ----------- ----------- ----------- Net Loss from Discontinued Operations ( 205,725) --------- ----------- ----------- ----------- NET LOSS (586,125) (1,064,897) (1,341,926) (1,256,908) Reclassification of prior period unrealized gains to net loss (1,171,242) --------- ----------- ----------- ----------- NET COMPREHENSIVE LOSS $(586,125) $(1,064,897)$(1,341,926) $(2,428,150) ========= =========== =========== =========== Basic & diluted loss per common share - from continuing operations $(.03) $(.14) $(.11) $(.15) - from discontinued operations (.03) Weighted average common shares outstanding 18,290,267 7,870,129 12,353,683 7,042,894
CYBERTEL COMMUNICATIONS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2002 and 2001 (restated) 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES ----------- ----------- Net comprehensive loss $(1,341,926)$(2,428,150) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation 56,452 101,546 Loss on sale of assets 9,976 Stock issued for services 421,988 599,117 Gain on sale of marketable securities ( 570,739) Allowance for doubtful accounts ( 3,434) Current year writedowns of cash investments made 44,734 Amortization of loan costs 7,560 Changes in: Accounts receivable ( 18,510) 152,225 Other current assets ( 6,617) ( 21,256) Accounts payable and accrued expenses 442,861 ( 182,292) Accrued dividends 95,839 103,208 ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES ( 335,811) (2,201,607) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of equipment ( 39,732) Proceeds from sale of fixed assets 2,600 Proceeds from sale of marketable securities 2,552,444 Purchase of marketable securities ( 302,580) ----------- ----------- NET CASH PROVIDED BY INVESTING ACTIVITIES 2,600 2,210,132 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock 257,523 13,000 Costs of fundraising ( 3,750) Proceeds from new notes payable 184,393 Payments on installment debt ( 10,572) ( 15,664) Advances by related parties 36,671 Repayment of related party advances ( 35,000) Purchase of treasury stock ( 6,494) ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 369,265 ( 9,158) ----------- ----------- NET CHANGE IN CASH 36,054 ( 633) CASH BALANCES - Beginning of period 71,011 126,137 ----------- ----------- - End of period $ 107,065 $ 125,504 =========== ===========
CYBERTEL COMMUNICATIONS CORP. CONSOLIDATED NOTES TO FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Cybertel Communications Corp. ("Cybertel") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Cybertel's Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2001 as reported in the 10-KSB have been omitted. NOTE 2 INVESTMENT IN UBC On August 7, 2002, Cybertel purchased AWI Technologies, Inc. for $1,000. On August 30, 2002, Cybertel sold AWI Technologies, Inc. to Universal Broadband Communications, Inc. ("UBC") for 2,000,000 shares of UBC. On August 28, 2002, Cybertel entered into a consulting agreement with UBC. UBC issued Cybertel 1,000,000 shares of UBC in connection with the agreement. On September 12, 2002, Cybertel declared a dividend for shareholders of record as of September 24, 2002. The dividend will consist of approximately 1,000,000 shares of UBC. As of September 30, 2002, the shares had not been distributed. NOTE 3 DUE TO RELATED PARTIES During the nine months ended September 30, 2002, $36,671 was advanced to Cybertel by two related parties. $35,000 was repaid in cash and $1,671 was repaid with 80,952 shares of Cybertel common stock. NOTE 4 NOTE PAYABLE In March 2002, Cybertel issued a promissory note for $200,000 bearing interest of 8% and maturing in March 2007. The holder has the right at any time to convert any unpaid principal and accrued interest into Cybertel's common stock. The conversion price will be the lower of $.216 per share or 80% of the three lowest closing bid prices for Cybertel's common stock for the thirty days prior to but not including the conversion date. In connection with the note, Cybertel issued 200,000 warrants to purchase Cybertel common stock at an exercise price of $.33 per share that expire in March 2007. Of the $200,000 gross proceeds, $75,607 was paid to consultants and attorneys for costs in connection with raising the funds. The net proceeds to Cybertel totaled $124,393. In the third quarter, Cybertel issued a promissory note for $60,000 bearing interest of 10% and maturing in September 2003. NOTE 5 COMMON STOCK In January 2002, Cybertel sold 25,000 shares of common stock for $.20 per share for total proceeds of $5,000. Also, in January 2002 Cybertel issued 197,825 shares of common stock for services valued at $44,543. In February 2002, Cybertel sold 250,001 shares of common stock for $.15 per share for gross proceeds of $37,500 and net proceeds of $33,750 after offering costs of $3,750. In January 2002, $49,984 was advanced to Cybertel under an agreement to purchase Cybertel common stock. In April 2002, 250,001 shares of common stock were issued for approximately $.20 per share. In May 2002, Cybertel issued 30,000 shares of common stock as payment of $5,000 owed to a vendor. In April and June 2002, Cybertel issued 950,000 shares of common stock for services valued at $101,500. In the third quarter, Cybertel issued 7,698,263 shares of common stock for services valued at $273,020 and 3,750,000 shares of common stock for cash proceeds of $105,038. 7,910,000 shares of common stock were issued for a stock subscription. The proceeds from the subscription were not finalized as of September 30, 2002. NOTE 6 CLASS B PREFERRED STOCK In July 2002, the board of directors created a second class of preferred stock. Class B preferred stock is not convertible, has no dividend preferences, but does have 100 votes per share. In July 2002, 65,000 shares of Class B preferred stock were issued to five shareholders for services valued at $2,925. NOTE 7 AMENDMENT TO ARTICLES OF INCORPORATION In July 2002, Cybertel amended their articles of incorporation to increase authorized common stock from 20,000,000 shares to 300,000,000 shares and to increase authorized preferred stock from 5,000,000 shares to 50,000,000 shares. NOTE 8 FORMATION OF WHOLLY OWNED SUBSIDIARIES On August 19, 2002, Cybertel formed Cybertel Holdings and Cybertel Financial International as wholly owned subsidiaries of Cybertel. Neither subsidiary had any activity as of September 30, 2002. NOTE 9 RESTATEMENTS In December 1999 and June 2000, Cybertel acquired Telenomics, Inc. ("Telenomics"), LDVL, Inc. ("LDVL"), and Like Dat Music, Inc. ("LDM") by exchanging stock in transactions recorded using the pooling-of-interests method of accounting. All three entities were dissolved or sold back to their founders in 2001. The 2001 statements show the operations of all three as discontinued items. Both LDVL and LDM were closed in March 2001. Cybertel ceased funding Telenomics in May 2001, and operations were transferred back to the founders of Telenomics in June 2001. The 2001 restatements reclassify these amounts as discontinued operations. Item 2. Management's Discussion and Analysis. ----------------------------------------------- Results of Operations. ---------------------- Three months ended September 30, 2002, compared to three months ended September 30, 2001. ------------------- Revenues for the three month period ended September 30, 2002, decreased to $288,117 as compared to $425,769 for the three month period ended September 30, 2001, as the result of the discontinuance of our fixed cost business. Selling expenses and general and administrative costs have decreased to $15,519 and $614,420, respectively, for the three month period ended September 30, 2002, as compared to $60,383 and $965,037, respectively, for the three month period ended September 30, 2001. The reasons for these decreases were our reduction in overhead expenses, including personnel and rent. During the three months ended September 30, 2002, we had a net loss from continuing operations of $544,513, as compared to $1,030,118 in the year-ago period. After taking into account preferred dividend requirements of $41,612 and $34,779, respectively, net loss available to common stockholders from continuing operations was ($586,125) during the three months ended September 30, 2002, and ($1,064,897) during the three months ended September 30, 2001. The Company's 2001 financial statements have been restated to show the operations of Telenomics, Inc.; LDVL, Inc.; and Like Dat Music, Inc. as discontinued operations, as each of these entities was either dissolved or sold back to its founders in 2001. Net loss in the three months ended September 30, 2002, was $586,125, as compared to $1,064,897 during the three months ended September 30, 2001. Nine months ended September 30, 2002, compared to nine months ended September 30, 2001. --------- The Company received revenues of $911,826 during the nine months ended September 30, 2002. In the nine months ended September 30, 2001, revenues were $1,099,024. Selling expenses and general and administrative expenses during the nine month period ended September 30, 2002, declined to $62,924, and $1,454,231, respectively, from $264,683 and $2,429,862, respectively, in the year-ago period. These declines resulted from the discontinuance of our fixed cost business. Net loss from continuing operations was ($1,246,087) during the nine months ended September 30, 2002, as compared to ($947,976) during the nine months ended September 30, 2001. This change is partly due to a gain on sale of marketable securities of $1,741,981 in the 2001 period. After accounting for preferred dividend requirements of $95,839 and $103,207, net loss available to common stockholders from continuing operations was ($1,341,926) and ($1,051,183), respectively. Net loss was $1,341,926 during the nine months ended September 30, 2002. During the nine months ended September 30, 2001, the Company had a net loss from discontinued operations of $205,725, resulting in a net loss of $1,256,908. After reclassification of unrealized gains to net loss of $1,171,242 in the nine months ended September 30, 2001, the Company had net comprehensive losses of $1,341,926 and $2,428,150 respectively, in the nine months ended September 30, 2002, and September 30, 2001. Liquidity and Capital Resources. -------------------------------- We had cash of $55,350 at September 30, 2002. Management believes that our current cash on hand will be insufficient to meet our expenses during the next 12 months. Unless we are able to raise substantial additional funding, our plans to expand our IP Gateway may be significantly delayed. During the nine months ended September, 2002, two related parties advanced $36,671 to the Company. $35,000 was repaid in cash and $1,671 was repaid with 80,952 shares of Cybertel common stock. We will need to raise more cash by selling debt or equity securities to continue operations into the fourth quarter of 2002. There can be no guarantee that the required funds will be raised. Forward Looking Statement. -------------------------- Statements made in this Form 10-QSB which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) our ability to gain a larger share of the telecommunications industry, our ability to continue to develop products acceptable to the industry, our ability to retain relationships with suppliers and distributors, our ability to raise capital, and the growth of the telecommunications industry, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in the Company's reports on file with the SEC: general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in the telecommunications industry, the development of products and that may be superior to the products and services offered by the Company, demand for telecommunications, competition, changes in the quality or composition of the Company's products and services, our ability to develop new products and services, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company's operations, products, services and prices. Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements. Item 3. Controls and Procedures. ---------------------------------- An evaluation was performed under the supervision and with the participation of the Company's management, including the CEO and CFO, regarding the effectiveness of the design and operation of the Company's disclosure controls and procedures within 90 days before the filing date of this quarterly report. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to their evaluation. PART II - OTHER INFORMATION Item 1. Legal Proceedings. ---------------------------- On or about August 17, 2001, 75 Montgomery Associates, LLC ("Montgomery") filed an action against the Company and its former subsidiary, LDVL, Inc., in Superior Court, Morris County, New Jersey. The action was designated Docket No. MRS-L-2529-01. In its complaint, Montgomery alleged that LDVL was a tenant under a written lease agreement with Montgomery for certain property located in Jersey City, New Jersey, with monthly rent of $5,127.08 due during the lease term of May 1, 2000, through April 30, 2005. The complaint sought past due rent, future rent and other costs and damages resulting from LDVL's alleged breach of the lease agreement, as well as compensatory damages, treble damages, punitive damages and other costs and damages resulting from waste, spoil, destruction and damage allegedly caused by LDVL. The Company was sued as an "alter ego" of LDVL. The Company filed an answer to the complaint on December 6, 2001, and is continuing to defend itself in this action. On or about January 25, 2002, Prudential Home Building Investors, Inc., a New Jersey corporation ("Prudential"), filed a complaint against the Company in the Superior Court of California, County of San Diego, Central Division. The case was designated Case No. GIC 782069, and sought damages in the amount of $32,000 for unpaid rent on our former La Jolla facility from September, 2001, through December, 2001, when the lease terminated. The Company has accrued this expense. This case is still pending. Item 2. Changes in Securities and Use of Proceeds. --------------------------------------------------- Recent Sales of Unregistered Securities. ---------------------------------------- The following table provides information about all "unregistered" and "restricted" securities that the Company has sold during the quarterly period ended September 30, 2002, and since then, which were not registered under the 1933 Act: Number Date of Aggregate Name of Owner Acquired Shares Consideration ------------- -------- ------ ------------- Paul Ferandell 7-30-02 200,000 Services valued at $0.02 per share A.G. Spencer Corp. 9/9/02 500,000 Services valued at $0.02 per share Edwin Miller 9/13/02 176,500 Services valued at $0.02 per share Art Armagost 9/20/02 80,952 Services valued at $0.02 per share
We believe these shares were exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), pursuant to Section 4(2). We have taken the following factors into account in determining the valuations of these shares: (i) the fact that the shares are "restricted"; (ii) the limited market for our common stock on the OTC Bulletin Board of the NASD; (iii) the historically low book value per share; and (iv) our history of limited revenues. Item 3. Defaults Upon Senior Securities. ------------------------------------------ None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. -------------------------------------------------------------- On July 10, 2002, our Board of Directors unanimously resolved to issue a total of 65,000 shares of its Class B preferred stock to the following persons in consideration of services valued at $2,925, with each share to have 100 votes: Stockholder Number of Shares ----------- ---------------- Richard Mangiarelli 30,000 Richard Schmidt 20,000 John Jordan 5,000 Bruce Caldwell 5,000 Paul Ferandell 5,000 The Class B common stock is not convertible and has no dividend preference. Immediately after the issuance of these Class B preferred shares, the holders of these shares voted to amend the Company's Articles of Incorporation to increase the authorized common stock from 20,000,000 shares to 300,000,000 shares and to increase the authorized preferred stock from 5,000,000 shares to 50,000,000 shares. Item 5. Other Information. ---------------------------- On August 7, 2002, we purchased AWI Global Technologies, Inc., a Nevada corporation ("AWI"), for $1,000. AWI was a recently formed development stage company with no assets and no liabilities. On August 30, 2002, we sold all of the issued and outstanding shares of common stock of AWI to Universal Broadband Communications, Inc. ("UBC") in exchange for 2,000,000 shares of UBC's common stock. This transaction was disclosed in a Current Report on Form 8-K that we filed with the Securities and Exchange Commission on September 9, 2002, and which is incorporated herein by reference. We entered into a consulting agreement with UBC on August 28, 2002. Pursuant to the consulting agreement, we received 1,000,000 shares of UBC's common stock. We declared a dividend of these shares for our stockholders of record as of September 24, 2002. On August 19, 2002, we formed two wholly-owned subsidiaries, Cybertel Holdings and Cybertel Financial International. As of September 30, 2002, neither of these subsidiaries had had any activity. Item 6. Exhibits and Reports on Form 8-K. ------------------------------------------- (a) Exhibits. None; not applicable. (b) Reports on Form 8-K. 8-K Current Report filed September 9, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. CYBERTEL COMMUNICATIONS CORP. Date: Nov. 11, 2002 /s/ Richard D. Mangiarelli -------------- ------------------------------------- Richard D. Mangiarelli Chief Executive Officer, President and Director Date: Nov. 14, 2002 /s/ Richard Schmidt -------------- ------------------------------------- Richard Schmidt Chief Financial Officer and Director Date: Nov. 11, 2002 /s/ John E. Jordan -------------- ------------------------------------- John E. Jordan Director CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard D. Mangiarelli, Chief Executive Officer of Cybertel Communications Corp., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Cybertel Communications Corp.; 2. Based on my knowledge, this Quarterly 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 Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly 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 Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures 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 Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; 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; and 6. The Registrant's other certifying officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 11, 2002 Signature: /s/ Richard D. Mangiarelli --------------------------- Richard D. Mangiarelli Chief Executive Officer CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard Schmidt, Chief Financial Officer of Cybertel Communications Corp., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Cybertel Communications Corp.; 2. Based on my knowledge, this Quarterly 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 Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly 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 Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures 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 Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; 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; and 6. The Registrant's other certifying officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 14, 2002 Signature: /s/ Richard Schmidt --------------------- Richard Schmidt Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C.SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cybertel Communications Corp. (the "Company") on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Richard D. Mangiarelli, Chief Executive Officer and President, and Richard Schmidt, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge and belief: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: Nov. 11, 2002 /s/ Richard D. Mangiarelli -------------- ----------------------------- Richard D. Mangiarelli, Chief Executive Officer and President Dated: Nov. 14, 2002 /s/ Richard Schmidt -------------- ----------------------------- Richard Schmidt, Chief Financial Officer