10QSB 1 q904.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, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to -------------- --------------- Commission File No. 000-26913 ----------------------------- CYBERTEL CAPITAL CORPORATION ---------------------------- (Exact name of Small Business Issuer as specified in its Charter) NEVADA 86-0862532 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9444 Waples Street, Suite 290 San Diego, California 92121 --------------------------- (Address of Principal Executive Offices) Issuer's Telephone Number: (858) 646-7410 ------------------------------------------ Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant has required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Not applicable. Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: 256,592,493 November 16, 2004 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 CAPITAL CORPORATION CONSOLIDATED BALANCE SHEET September 30, 2004 (Unaudited) ASSETS Current Assets Cash $ 147,170 Accounts receivable, net of allowance for doubtful accounts of $12,690 8,918 Prepaid expenses and other current assets 28,696 ----------- Total Current Assets 184,784 Fixed Assets, net of $356,398 accumulated depreciation and impairment 3,648 Proved Oil & Gas Properties, using full cost method of accounting, net of $114,338 accumulated depletion 1,384,163 Other 4,111 ----------- Total assets $ 1,576,706 =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Notes payable $ 234,820 Current portion of long-term debt 420,000 Accounts payable 665,187 Accrued dividends 106,683 Accrued expenses 662,168 ----------- Total Current Liabilities 2,088,858 ----------- Long-term debt, net of current portion 680,000 Commitments and contingencies Stockholders' deficit: Series A convertible preferred stock, $.001 par; $91,267 liquidation value 5,000 shares authorized; 1,088 shares issued and outstanding 1 Series B voting preferred stock, $.001 par; 50,000,000 shares authorized; 50,000,000 shares issued and outstanding 50,000 Common stock, $.001 par value, 10,000,000,000 shares authorized, 35,597,110 shares issued and outstanding 35,597 Additional paid in capital 19,002,119 Accumulated Deficit (20,279,869) ----------- Total Stockholders' Deficit (1,192,152) ----------- Total Liabilities and Stockholders' Deficit $ 1,576,706 ===========
CYBERTEL CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Three and Nine Months Ended September 30, 2004 and 2003 (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 ----------- ----------- ----------- ----------- REVENUES: Telecommunications $ 19,532 $ 213,507 $ 201,125 $ 658,991 Oil and gas 352,611 0 638,878 0 ----------- ----------- ---------- ----------- 372,143 213,507 840,003 658,991 COST AND EXPENSES: Direct costs of telecommunications 290 153,771 94,092 467,158 Oil & Gas operating expenses 495,716 0 974,057 0 General, administrative and selling 2,183,294 598,883 3,708,812 1,910,265 Bad debt expense 10,649 0 437,899 0 Bad debt recovery 0 0 (50,000) 0 ----------- ----------- ----------- ----------- 2,689,949 752,654 5,164,860 2,377,423 Net loss (2,317,806) (539,147) (4,324,857) (1,718,432) Preferred stock dividends (13,629) (29,681) (44,148) (87,078) ------------ ----------- ----------- ----------- Net loss available to common shareholders $(2,331,435) $ (568,828) $(4,369,005) $(1,805,510) =========== =========== =========== =========== Basic and diluted loss per common share $ (0.23) $ (1.60) $ (0.96) $ (10.48) =========== =========== =========== =========== Weighted average shares outstanding 10,082,868 355,386 4,569,891 172,295
CYBERTEL CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2004 and 2003 (Unaudited) 2004 2003 CASH FLOWS FROM OPERATING ACTIVITIES ----------- ----------- Net loss $(4,324,857)$(1,718,432) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 121,065 46,776 Stock issued for services 53,041 725,982 Stock option expense 1,719,796 0 Bad debt expense 437,899 29,500 Write off of uncollectible note receivable (50,000) 25,000 Changes in assets and liabilities: Accounts receivable (293,889) (15,657) Other current assets 4,432 2,476 Accounts payable and accrued expenses 387,889 124,531 ----------- ----------- CASH FLOWS USED IN OPERATING ACTIVITIES (1,944,624) (779,824) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Core Energy, LLC, net of cash acquired (82,494) 0 Loans to third parties (18,000) (80,000) Receipt of cash from notes receivable 0 9,000 ----------- ----------- CASH FLOWS USED IN INVESTING ACTIVITIES (100,494) (71,000) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of common stock options 1,462,770 857,346 Payments on notes payable (150,000) (60,000) Proceeds from notes payable 128,000 220,000 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES 1,440,770 1,017,346 ----------- ----------- NET DECREASE IN CASH (604,348) 166,522 Cash, beginning of period 751,518 51,801 ----------- ----------- Cash, end of period $ 147,170 $ 218,323 =========== =========== NON CASH FINANCING ACTIVITIES: Conversion of accrued dividends to common stock $ 128,184 $ 0 Issuance of common stock; acquisition of Core Energy, LLC $ 27,000 $ 0 Issuance of common stock for notes payable $ 0 $ 212,500
CYBERTEL CAPITAL CORPORATION NOTES TO FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Cybertel Capital 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 the Company'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 2003 as reported in the 10-KSB have been omitted. OIL & GAS ACCOUNTING POLICIES On March 5, 2004, Cybertel acquired a 51% ownership interest in Core Energy, LLC ("Core"), a privately held oil & gas company (see Note 4). Core is a small oil and gas producer with operations in Bakersfield, California. The focus of all production activities to date centers around the basic concept of low entry cost into a field while maximizing the life of the investment return. Core' primary goal has been to acquire "stripper well fields" (stripper wells are wells that produce ten barrels of oil a day or less). Presently, Core's operations include approximately 150 wells that are candidates for return to production operations and Core has 52 wells in production. Total daily oil production is currently over 105 barrels. Gross cash flow is approximately $100,000 per month, which covers operations and reinvesting any net back into the fields. Core's business plan calls for continued field development and putting wells on-line as quickly and efficiently as possible. Some of the overall business plan calls for enhanced recovery techniques to be used for production methods, i.e. steam, well re-completions, frac work along with gels and acid work-over treatments. Any enhanced recovery concepts used are evaluated to meet certain internal rates of return for the investment. The reserves consist of proved producing and proved undeveloped at September 30, 2004. Core presently employs nine people in two states. Its principal office is located in Bakersfield Beginning March 5, 2004 Core is consolidated with Cybertel; all intercompany amounts have been eliminated. Oil and Gas Property Accounting The Company uses the full cost method of accounting for its investment in oil and gas properties. Under this method of accounting, all costs of acquisition, exploration and development of oil and gas reserves (including such costs as leasehold acquisition costs, geological expenditure, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and gas properties when incurred. To the extent that capitalized costs of oil and gas properties, net of accumulated depreciation, depletion and amortization, exceed the discounted future net revenues of proved oil and gas reserves net of deferred taxes, such excess capitalized costs would be charged to operations. No such charges to operations were required during the nine-month period ending September 30, 2004. STOCK BASED COMPENSATION: The Company accounts for its employee stock-based compensation plans under Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees. Cybertel granted 37,430,000 options to purchase common stock to employees in the nine months ending September 30, 2004. All options vest immediately, have an exercise price of 85 percent of market value on the date of grant and expire 10 years from the date of grant. Cybertel recorded compensation expense of $1,719,796 under the intrinsic value method during the nine months ended September 30, 2004. The following table illustrates the effect on net loss and net loss per share if Cybertel had applied the fair value provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Net loss available to common stockholders, as reported $(2,331,435) $ (568,828) $(4,369,005) $(1,805,510) Add: stock based compensation determined under intrinsic value based method 1,462,924 - 1,719,796 - Less: stock based compensation determined under fair value based method (9,752,824) - (11,464,680) - ------------ ----------- ------------ ----------- Pro forma net loss $(10,621,335) $ (568,828) $(14,113,889) $(1,805,510) ============ =========== ============ =========== Basic and diluted net loss per share As reported $ (.23) $ (0.00) $ (.96) $ (0.01) =========== =========== ============ =========== Pro forma $ (1.05) $ (0.00) $ (3.09) $ (0.01) =========== =========== ============ =========== NOTE 2 NOTE PAYABLE Core has two unsecured notes payable to two of its founders, bearing interest at 8% and due November 2005. The balance outstanding at September 30, 2004 is $109,820. Core has a $1,250,000 non-interest bearing note payable to a third party, secured by the oil & gas properties. The note was issued to purchase the oil and gas producing properties in March 2004. The note is due in monthly installments of $10,000 with additional payments as follows: $100,000 on February 28, 2005, July 1, 2005, August 1, 2005, October 1, 2005, November 1, 2005, December 31, 2005 and the balance due February 15, 2006. The balance at 09/30/04 is $1,100,000. NOTE 3 EQUITY On August 20, 2004, Cybertel effected a 1:1,000 reverse split. All share and per share amounts presented have been restated to reflect the split as if it had occurred on the first day of the first period presented. During the nine months ended September 30, 2004, Cybertel increased its authorized common stock from 2,000,000,000 to 10,000,000,000. During the nine months ended September 30, 2004, employees' exercised options to acquire 23,925,000 shares of common stock on a cashless basis through an outside broker. The broker sold the shares on the open market and Cybertel received proceeds totaling $1,462,771. During the nine months ended September 30, 2004, holders of Series A preferred stock converted 875 shares of Series A Convertible Preferred Stock and $127,847 of accrued dividends into 10,580,956 shares of common stock, using the market price on the date of conversion. During the nine months ended September 30, 2004, Cybertel issued 34,000,000 shares of Series B preferred stock for services. The shares were valued at $53,041. NOTE 4 BUSINESS ACQUISITION On March 5, 2004, Cybertel acquired a 51% ownership interest in Core Energy, LLC, a privately held oil & gas company for 10,000 shares of Cybertel's common stock, Cybertel agreed to fund Core up to $300,000, and paid $100,000 of that at closing. In the event of a public offering by Core or a merger or acquisition by Core with a publicly-traded company, the other Core members will have the right to re-acquire additional membership interests such that they collectively have a 75% membership interest in Core. In such an event, the purchase price will be $385 for each 1% interest so re-acquired. However, in no event is the Cybertel's interest in Core to fall below 25%. The following are condensed statements of income for the nine month periods ended September 30, 2004 compared to the pro forma results of operations for Cybertel and Core, as though the acquisition had occurred on January 1, 2003. Other historical financial statements will be included in Cybertel's report on Form 8-K/A when filed. Nine Months Ended September 30, 2004 2003 ----------- ----------- Revenues $ 999,607 $ 1,255,128 Net Loss $(4,497,034) $(1,759,873) Loss per share - basic and diluted $ (.98) $ (10.21) Core is a Nevada Limited Liability Company organized in November 2002. Core's main business is the exploration, drilling, and transportation of oil and gas products. Core operates two main facilities, one in California and the other in Kansas. NOTE 5 RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2004, Cybertel loaned cash to Bigvault Storage Technologies, Inc., a privately held corporation in the business of on-line data storage. The advances totaled $391,700 as of September 30, 2004 and were initially recorded as receivables by Cybertel. Management determined the amounts were potentially uncollectible and has recorded bad debt expense totaling $391,700 in the accompanying statement of operations. Cybertel will pursue collection of the loans. In addition Cybertel has acquired a minority investment in Big Vault, Inc. Big Vault, Inc. is a licensee of Bigvault Storage Technologies.Inc.'s technology. Cybertel's CEO and CFO are also CEO and CFO of Big Vault, Inc. NOTE 6 - SEGMENTS The Company has adopted the provisions of Statements of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). At September 30, 2004, Cybertel's two business units have separate management teams and infrastructures that offer different products and services. The two segments consist of telecommuncations ("Telecom") which is provided by Cybertel and oil and gas production which is provided by Core. At September 30, 2003, Cybertel only had one business segment, telecom. As of and For the Nine Months Ended September 30, 2004 Dollars ($) Telecom Oil & Gas Consolidated ---------- --------- ------------ Revenue $ 201,125 $ 638,878 $ 840,003 Segment loss (3,990,279) (334,578) (4,324,857) Total assets 57,737 1,518,969 1,576,706 Capital expenditures - - - Depreciation & depletion 6,727 114,338 121,065 The accounting policies of the reportable segments are the same. Cybertel evaluates the performance of its operating segments based on income before net interest expense, income taxes, depreciation expense, accounting changes and non-recurring items. NOTE 7 SUBSEQUENT EVENTS In October 2004, employees' exercised options to acquire 13,505,000 shares of common stock on a cashless basis through an outside broker. The broker sold the shares on the open market and Cybertel received proceeds totaling $16,564. In October 2004, Cybertel granted employees 25,000,000 options. Item 2. Management's Discussion and Analysis. Results of Operations. ---------------------- Three months ended September 30, 2004, compared to three months ended September 30, 2003. ------------------- Revenues for the three month period ended September 30, 2004, increased to $372,143, from $213,507 for the three months ended September 30, 2003, as the result of the acquisition of Core Energy and its revenue of $352,611. Telecom revenues declined to $19,532 from $213,507 due to a change from us no longer serving as a reseller of long distance to us now serving as an agent selling long distance. Since mid-April, revenues are recorded as 20% of commissionable sales billed. General, administrative and selling costs were $2,183,294 during the three months ended September 30, 2004, as compared to $598,883 for the three month period ended September 30, 2003. This increase reflects our acquisition of Core Energy, LLC in March, 2004. During the three months ended September 30, 2004, we had a net loss of 2,317,806 as compared to $539,147 in the three months ending September 30, 003. After taking into account preferred stock dividends of $13,629 and $29,681 in the quarters ended September 30, 2004 and 2003, respectively, net loss available to common stockholders was $2,331,435, or $(.23) per share, during the three months ended September 30, 2004, and $568,828, or $(1.60) per diluted share, during the three months ended September 30, 2003. Nine months ended September 30, 2004, compared to nine months ended September 30, 2003. ------------------- During the quarterly period ended September 30, 2004, revenues increased to $840,003, from $658,991 for the nine months ended September 30, 2003. During the nine months ended September 30, 2004, $638,878, or approximately 76% of our revenue, was derived from the oil and gas operations of Core Energy, with the remainder coming from our telecommunications operations. Telecommunications revenues declined to $201,125 in the 2004 period, from $658,991 in the 2003 period. We no longer serve as a reseller of long distance, but now serve as an agent selling long distance. Since mid-April, revenues are recorded as 20% of commissionable sales billed. We incurred $974,057 in oil and gas operating expenses during the nine months ended September 30, 2004. Because we did not acquire our majority interest in Core Energy until March, 2004, we did not incur any such expenses in the nine month period ended September 30, 2003. General, administrative and selling costs were $3,708,812 during the six months ended September 30, 2004, as compared to $1,910,265 for the year-ago period. Again, this increase reflects our acquisition of Core Energy, LLC in March, 2004. During the nine months ended September 30, 2004, we had a net loss of $4,324,857, as compared to $1,718,432 in the nine months ended September 30, 2003. After taking into account preferred stock dividends of $44,148 and $87,078 in the nine month periods ended September 30, 2004 and 2003, respectively, net loss available to common stockholders was $4,369,005, or $0.96 per share, during the September 30, 2004, period, and $1,805,510, or $10.48 per diluted share, during the September 30, 2003, period. Liquidity and Capital Resources. -------------------------------- At September 30, 2004, we had total current assets of $184,784, including cash of $147,170. Management believes that our current cash on hand will be insufficient to meet our expenses during the next 12 months. We will need to raise more cash by selling debt or equity securities to continue our operations. There can be no guarantee that the required funds will be raised. Forward Looking Statements. Statements made in this Form 10-QSB Quarterly Report 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 of our business, including, without limitation, (i) our ability to operate successfully in the oil and gas and telecommunications industries, our ability to continue to develop products acceptable to the industries, our ability to retain relationships with suppliers and distributors, our ability to raise capital and the growth of the telecommunications and oil and gas industries, 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 our 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 our reports on file with the Securities and Exchange Commission: general economic or industry conditions, nationally and/or in the communities in which we conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in the oil and gas and telecommunications industries, the development of products and that may be superior to the products and services offered by us, demand for oil and gas and telecommunications services, competition, changes in the quality or composition of our 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 our 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. We do 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 our Company's management, including the CEO and CFO, regarding the effectiveness of the design and operation of our Company's disclosure controls and procedures within 90 days before the filing date of this quarterly report. Based on that evaluation, our Company's management, including the CEO and CFO, concluded that our Company's disclosure controls and procedures were effective. There have been no significant changes in our 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. Except as indicated below, we are not a party to any pending legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive officer or other person who may be deemed to be an "affiliate" of Cybertel or owner of record or beneficially of more than five percent of its common stock is a party adverse to Cybertel or has a material interest adverse to us in any proceeding. (1) On or about August 17, 2001, 75 Montgomery Associates, LLC ("Montgomery")filed an action against Cybertel and LDVL 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. Cybertel was sued as an "alter ego" of LDVL. It filed an answer to the complaint on December 6, 2001. In October, 2004, which is subsequent to the period covered by this Report, the Court dismissed Montgomery's complaint with prejudice. (2) On or about January 25, 2002, Prudential Home Building Investors, Inc., a New Jersey corporation ("Prudential"), filed a complaint against Cybertel 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. We have accrued this expense. The parties have reached a tentative settlement of this matter, which would provide for us to make payments under a payment plan. However, no definitive settlement agreement has yet been reached. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Date Number of Aggregate Name Acquired Shares Consideration ---- -------- --------- ------------- Edify Capital July 6, 2004 31,250,000 Conversion of preferred stock Transnix Global July 6, 2004 31,250,000 Conversion of preferred stock Edify Capital September 8, 2004 741,277 Conversion of preferred stock Transnix Global September 8, 2004 741,277 Conversion of preferred stock Edify Capital September 9, 2004 741,277 Conversion of preferred stock Transnix Global September 9, 2004 741,554 Conversion of preferred stock Edify Capital September 10, 2004 1,558,723 Conversion of preferred stock Transnix Global September 10, 2004 1,558,723 Conversion of preferred stock Edify Capital September 29, 2004 1,000,000 Conversion of preferred stock Transnix Global September 29, 2004 1,000,000 Conversion of preferred stock
Management believes each of the foregoing persons or entities was either an "accredited investor," or "sophisticated investor" as defined in Rule 506 of Regulation D of the Securities and Exchange Commission. We believe these shares were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereof. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of our Company's security holders during the quarterly period ended September 30, 2004. Item 5. Other Information. Acting pursuant to the authorization of the holders of a majority of our voting securities, on August 5, 2004, our Board of Directors authorized a reverse split of our outstanding common stock on a basis of one for 1,000, while retaining the par value of one mill ($0.001) per share, with appropriate adjustments being made in the additional paid in capital and stated capital accounts of the Company, with all fractional shares being rounded up to the nearest whole share. The reverse split was effective as of August 20, 2004. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 31.1 - Certification of Richard D. Mangiarelli 31.2 - Certification of Richard Schmidt 32 - 302 Certification (b) Reports on Form 8-K. None. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. CYBERTEL CAPITAL CORPORATION Date: 11-15-04 /s/ Richard D. Mangiarelli --------- --------------------------- Richard D. Mangiarelli Chief Executive Officer, President and Director Date: 11-15-04 /s/ Richard Schmidt --------- -------------------- Richard Schmidt Chief Financial Officer and Director Date: 11-15-04 /s/ John E. Jordan --------- ------------------- John E. Jordan Director