**U.
      S. Securities and Exchange Commission**


**Washington,
      D. C. 20549**





**FORM
      10-QSB**




**xQUARTERLY
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended **June
      30, 2007**




**o 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.
                Employerincorporation
                or organization)
            Identification
                No.)




**4603
      NE St. Johns Rd. Ste. B**


**Vancouver,
      Washington 98661**


(Address
      of Principal Executive Offices)




Issuer's
      Telephone Number: (858) 646-7410




Indicate
      by check whether the Registrant (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 issuer was required to file such reports), and (2)
      has
      been subject to such filing requirements for the past 90 days. Yes x  No o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x*




*
      See the
      disclosure under the heading “Management's Discussion and Analysis or Plan of
      Operation,” Part I, Item 2 of this Report.




State
      the
      number of shares outstanding of each of the Registrant's classes of common
      stock, as of the latest practicable date:




**117,240,288
      shares at August 13, 2007**




Transitional
      Small Business Disclosure Format (check one): Yes oNo x











**TABLE
                OF CONTENTS**
            **Page****PART
                I - FINANCIAL
                INFORMATION**
            3Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            9Item
                3.
            Controls
                and Procedures
            11




**PART
                II - OTHER
                INFORMATION**
            12Item
                1.
            Legal
                Proceedings
            12Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            12Item
                3.
            Defaults
                Upon Senior Securities
            13Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            13Item
                5.
            Other
                Information
            13Item
                6.
            Exhibits
            13**SIGNATURES**
            14




2




**PART
      I - FINA** **NCI****AL
      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.




3


**CYBERTEL
                CAPITAL CORPORATION****CONSOLIDATED
                BALANCE SHEET**




****Assets**June
                30, 2007****(Unaudited)**
            
            
            **December
                31,**
              **2006**CURRENT
                ASSETSCash
            
            $
            110,761
            
            $
            21,454Accounts
                Receivable, net
            
            
            18,675
            
            
            29,848Other
                Current Assets
            
            
            34,649
            
            
            3,500TOTAL
                CURRENT ASSETS
            
            
            164,085
            
            
            54,802Fixed
                Assets
            
            
            61,667
            
            
            61,667Accumulated
                Depreciation
            
            
            (28,622
            )
            
            (23,848
            )NET
                FIXED ASSETS
            
            
            33,045
            
            
            37,819Customer
                List
            
            
            155,519
            
            
            174,959Goodwill
            
            
            375,081
            
            
            375,081TOTAL
                ASSETS
            
            $
            727,730
            
            $
            642,661




Liabilities
                and Stockholders' DeficitCURRENT
                LIABILITIESAccrued
                Derivative
            
            
            20,087Accounts
                Payable
            
            $
            177,103
            
            $
            175,604Accrued
                Liabilities
            
            
            206,366
            
            
            166,645Notes
                Payable to Related Parties, Current Portion
            
            
            6,000
            
            
            5,766TOTAL
                CURRENT LIABILITIES
            
            
            409,556
            
            
            348,015Notes
                Payable to Related Parties
            
            
            295,476
            
            
            294,523TOTAL
                LIABILITIES
            
            
            705,032
            
            
            642,538STOCKHOLDERS'
                EQUITYSeries
                A Convertible Preferred Stock, $.001 par;5,000
                shares authorized; 64 and 164 sharesissued
                and outstanding
            
            
            -
            
            
            -Series
                B Voting Preferred Stock, $.001 par;50,000,000
                shares authorized; 50,000,000shares
                issued and outstanding
            
            
            50,000
            
            
            50,000Series
                C Preferred Stock $2.00 par value; 1,000,000 share
                authorized,500,000
                shares issued and outstanding
            
            
            1,000,000
            
            
            -Common
                Stock, $.00001 par value, 10,000,000,000shares
                authorized, 80,929,288 and 898,759issued
                and outstanding
            
            
            809
            
            
            9Additional
                Paid In Capital
            
            
            22,772,881
            
            
            21,846,497Accumulated Deficit
            
            
            (23,780,449
            )
            
            (21,965,713
            )Stock
                subscription receivable
            
            
            (20,543
            )
            
            (20,543
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            22,698
            
            
            123TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            727,730
            
            $
            642,661




See
                accompanying notes to consolidated financial
                statements.




4




**CYBERTEL
                CAPITAL CORPORATION****CONSOLIDATED
                STATEMENT OF OPERATIONS****(Unaudited)**


**For
                  the three months**
              
              **For
                  the six months****ended
                  June 30,**
              
              **ended
                  June 30,****2007**
              
              **2006**
              
              **2007**
              
              **2006**REVENUES
              
              $
              99,452
              
              $
              10,623
              
              $
              273,599
              
              $
              18,486COST
                  OF GOODS SOLD
              
              
              391
              
              
              
              
              
              5,823Gross Profit
              
              
              99,061
              
              
              10,623
              
              
              267,776
              
              
              18,486EXPENSESStock
                  Based Compensation Expense
              
              
              580,035
              
              
              517,852
              
              
              740,255
              
              
              614,135Selling,
                  General and Administrative
              
              
              254,262
              
              
              124,598
              
              
              406,169
              
              
              237,896TOTAL OPERATING EXPENSES
              
              
              834,297
              
              
              642,450
              
              
              1,146,424
              
              
              852,031OPERATING
                  LOSS
              
              
              (735,234
              )
              
              (631,827)
              )
              
              (878,648
              )
              
              (833,545
              )OTHER
                  INCOME (EXPENSE)Other
                  Income
              
              
              731
              
              
              1,900
              
              
              731
              
              
              4,750Interest
                  Expense
              
              
              (1,096)
              )
              
              (4,984
              )
              
              (3,413
              )
              
              (8,696
              )Loss
                  on Derivative
              
              
              (13,662
              )
              
              
              
              
              (20,087
              )TOTAL OTHER INCOME/(EXPENSE)
              
              
              (14,027
              )
              
              (3,084
              )
              
              (22,769
              )
              
              (3,946
              )NET
                  LOSS
              
              
              (749,261
              )
              
              (634,911
              )
              
              (901,417
              )
              
              (837,491
              )Preferred
                  Stock Dividends
              
              
              (1,166
              )
              
              (5,632
              )
              
              (3,104
              )
              
              (11,830
              )NET
                  LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
              
              $
              (750,427
              )
              $
              (640,543)
              )
              $
              (904,521
              )
              $
              (849,321
              )Earnings
                  (loss) per share, basic and diluted
              
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.03
              )
              $
              (0.04
              )Weighted
                  average number of shares outstanding basic and diluted
              
              
              50,438,141
              
              
              26,868,390
              
              
              27,090,884
              
              
              19,821,216
  See
                  accompanying notes to consolidated financial
                  statements.


5




**CYBERTEL
                CAPITAL CORPORATION****CONSOLIDATED
                STATEMENT OF CASH FLOWS****(Unaudited)**


**For
                  the six months****ended
                  June 30,****2007**
              
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              $
              (901,417)
              )
              $
              (837,491
              )-Net
                  loss from continuing operations
              
              
              (901,417
              )
              
              (837,491
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Depreciation
                  and amortization
              
              
              24,714
              
              
              -Stock
                  issued for services
              
              
              740,225
              
              
              614,135Stock
                  option expense reduction adjustment
              
              
              
              
              
              (5,322
              )Derivative
                  liability
              
              
              20,087-Forgiveness
                  of debtChanges in assets and liabilities:Accounts
                  receivable
              
              
              11,173
              
              
              3,582Prepaid
                  expenses
              
              
              (31,149
              )Accounts
                  payable and accrued expenses
              
              
              41,220
              
              
              130,464Net
                  cash used in continuing operations
              
              
              (105,147
              )
              
              (94,632
              )Net
                  cash used in operating activities
              
              
              (105,147
              )
              
              (94,632
              )**CASH
                  FLOW FROM INVESTING ACTIVITIES**Cash
                  from acquisition of HBLN
              
              
              -
              
              
              2,733Net
                  cash used in investing activities
              
              
              -
              
              
              2,733**CASH
                  FLOW FROM FINANCING ACTIVITIES**Proceeds
                  from note payable to related party
              
              
              1,187
              
              
              123,419Payment
                  of loan
              
              
              
              
              
              (12,931
              )Payment
                  of dividends
              
              
              (3,104
              )
              
              (11830
              )Proceeds
                  for shares
              
              
              196,28098,658Net
                  cash provided by financing activities
              
              
              194,363
              
              
              98,658NET
                  CHANGE IN CASH
              
              
              89,216
              
              
              6,759
              )Cash,
                  beginning of period
              
              
              21,454
              
              
              1,186Cash,
                  end of period
              
              $
              110,761
              
              $
              7,945Supplemental
                  disclosures of cash flow informationCash
                  paid for income taxes
              
              $
              -
              
              $
              -Cash
                  paid for interest
              
              $
              8,727
              
              $
              22,598Non-cash
                  financing activities:Conversion
                  of accrued dividends to common stock
              
              $
              -
              
              $
              9,600
  See
                  accompanying notes to consolidated financial
                  statements.





6




**CYBERTEL
      CAPITAL CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      1 - BASIS OF PRESENTATION**





The
      accompanying unaudited interim financial statements of Cybertel Capital
      Corporation ("Cybertel" or the “Company”) 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 consolidated financial statements and notes thereto
      contained in the Company's Annual Report on Form 10-KSB for the fiscal year
      ended December 31, 2006 filed with the SEC on April 17, 2007 (the “2006 Form
      10K-SB”). 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 the interim period are not
      necessarily indicative of the results to be expected for the full fiscal year.
      Notes to the consolidated financial statements which would substantially
      duplicate the disclosure contained in the audited financial statements for
      2006
      as reported in the 2006 Form 10K-SB have been omitted.




**NOTE
      2 - NOTES PAYABLE**





During
      the six months ended June 30, 2007:





Cybertel
      borrowed $50,000 from a related party under a secured convertible promissory
      note dated January 8, 2007. The note was due on April 8, 2007 and has an
      interest rate of 8% compounded annually. The note has not been repaid as of
      the
      date of this Report and is still accruing interest. Repayment is in the amount
      of 125% of principal and accrued interest. The note is convertible into the
      shares of the Company’s common stock at the rate of 50% of the average of the
      lowest three closing prices in the twenty trading days before the
      conversion.




**NOTE
      3 - COMMON STOCK**





During
      the six months ended June 30, 2007:





Holders
      of the Company’s Series A preferred stock converted 100.59 shares of the Series
      A preferred stock into 16,239,928 shares of common stock.




Cybertel
      issued 61,816,975 shares of common stock for services valued at
      $740,255.




7




**CYBERTEL
      CAPITAL CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      4 - SUBSEQUENT EVENTS**





During
      the period July 1 through August 1, 2007, Cybertel issued 18,000,000 shares
      of
      common stock to consultants for services with an approximate value of $90,000.
      Also during the same period, 23 shares of Series A preferred stock were
      converted into 18,311,000 common shares at a conversion price of $0.003.





On
      August
      1, 2007, David Brunscheon, a member of the Company’s Board of Directors tendered
      his resignation effective August 31, 2007.





**NOTE
      5 - CONTINGENCIES**




**Legal
      proceedings**





The
      Company is involved in various unresolved legal actions, administrative
      proceedings and claims in the ordinary course of business. Although it is not
      possible to predict with certainty the outcome of these unresolved actions,
      the
      Company believes these unresolved legal actions will not have a material effect
      on its financial position or results of operation.




**NOTE
      6 - GOING CONCERN**




As
      shown
      in the accompanying financial statements, Cybertel incurred recurring net losses
      from continuing operations of $901,417 and has an accumulated deficit of
      $23,780,449 and a working capital deficit of $245,471 as of June 30, 2007.
      These
      conditions raise substantial doubt as to Cybertel’s ability to continue as a
      going concern. The continued support of Cybertel creditors, lenders and
      shareholders is required in order for Cybertel to continue as a going concern.
      Management’s plans to support Cybertel’s operations include cutting overhead
      costs, borrowing additional funds and raising additional capital. Cybertel’s
      inability to obtain additional capital or obtain such capital on favorable
      terms
      could have a material adverse effect on its consolidated financial position,
      results of operations and its ability to continue operations. The consolidated
      financial statements do not include any adjustments that might be necessary
      if
      Cybertel is unable to continue as a going concern.




8




**ITEM
      2. Management’s Discussion and Analysis or Plan of
      Operation** .





**Overview**





You
      should read the following discussion and analysis in conjunction with the
      Consolidated Financial Statements in the Form 10-KSB for the year ended December
      31, 2006, the Form 10-QSB for the quarter ended March 31, 2007, the Notes
      thereto, and the other financial data appearing elsewhere in this Form
      10-QSB.





The
      information set forth in this Management's Discussion and Analysis of Financial
      Condition and Results of Operations ("MD&A") contains certain
      "forward-looking statements," including, among others (i) expected changes
      in
      the Company's revenues and profitability, (ii) prospective business
      opportunities and (iii) the Company's strategy for financing its business.
      Forward-looking statements are statements other than historical information
      or
      statements of current condition. Some forward-looking statements may be
      identified by use of terms such as "believes," "anticipates," "intends" or
      "expects." These forward-looking statements relate to the plans, objectives
      and
      expectations of the Company for future operations. Although the Company believes
      that its expectations with respect to the forward-looking statements are based
      upon reasonable assumptions within the bounds of its knowledge of its business
      and operations, in light of the risks and uncertainties inherent in all future
      projections, the inclusion of forward-looking statements in this report should
      not be regarded as a representation by the Company or any other person that
      the
      objectives or plans of the Company will be achieved.





In
      light
      of these risks and uncertainties, there can be no assurance that actual results,
      performance or achievements of the Company will not differ materially from
      any
      future results, performance or achievements expressed or implied by such
      forward-looking statements. The foregoing review of important factors should
      not
      be construed as exhaustive. The Company undertakes no obligation to release
      publicly the results of any future revisions it may make to forward-looking
      statements to reflect events or circumstances after the date hereof or to
      reflect the occurrence of unanticipated events.





**General**





CyberTel
      Capital Corporation (the “Company” or “CyberTel”)  was
      originally organized for the primary purpose of engaging in all facets of the
      business comprising the telecommunications industry and was a provider of long
      distance voice and data telecommunications. At present, its main business is
      as
      a technology consulting and management firm offering full-service capabilities
      in the wireless, telecommunications and broadband business. Cybertel works
      with
      clients to develop and deploy wireless and fiber broadband services for service
      providers, large and small, utilizing its select group of consultants, vendor
      partners and its key relationships within the telecommunications and venture
      capital community.





The
      Company provides the following services: business planning and advisory
      services; engineering, furnishing and installation of WiMAX systems, IP
      infrastructure and IMS applications for service providers; managed services
      to
      operate and maintain WiMAX networks for its business partners; and operations
      support and customer care systems to support its partners’ business operations
      integrated with their operating assets in a simplified user
      interface.





Presently,
      the company is actively involved in identifying companies in the
      telecommunications industry for acquisition or strategic partnerships. These
      companies may be providers of long distance service, Voice over Internet
      Protocol providers, consulting companies, prepaid service companies, network
      management operations, or other companies in the telecommunication
      arena.





The
      Company currently has insufficient funds to operate its business according
      to
      its proposed business plan. In addition, if unanticipated expenses, problems,
      and difficulties occur which result in material delays in the development of
      its
      products, the Company will not be able to operate within its budget. If it
      does
      not operate within its budget, the Company will require additional funds to
      continue its business. The Company may not be able to obtain additional
      financing as needed, on acceptable terms, or at all, which would force the
      Company to delay its plans for growth and implementation of its strategy, which
      could seriously harm its business, financial condition, and results of
      operations. If the Comany needs additional funds, it may seek to obtain them
      primarily through stock or debt financings. Those additional financings could
      result in dilution to the Company’s stockholders.




9




**Recent
      Developments**





On
      January 1, 2007, Cybertel entered into a consulting agreement with a Business
      Development and Industry Consultant to render services to Cybertel, including
      assistance with identifying key personnel who can provide Cybertel with
      experience and leadership capabilities in wireless communications, broadband
      technologies, installation and deployment, network management, customer service
      and call center and support services. Additional services to be provided by
      the
      consultant include assistance in identifying, evaluating, structuring,
      negotiating and closing of joint ventures, strategic alliances, business
      acquisitions, and advice with respect to the ongoing management and operation
      of
      such acquisitions. The term of the consulting agreement is six months with
      an
      automatic extension for an additional three months. The agreement may be
      terminated by either party upon thirty days’ written notice. The consultant will
      be paid $25,000 for the first month of service, and $10,000 per month
      thereafter. Cybertel may provide payment in the form of free-trading shares
      of
      its common stock at up to 200% of the value of the compensation (i.e. free
      trading shares of its common stock valued at $50,000 and $20,000, respectively),
      which would effectively increase monthly compensation to such
      amounts.




On
      March
      15, 2007, the Company entered into two additional consulting agreements for
      the
      provision of management of sales and marketing resources, consulting, strategic
      planning, and review and advice regarding Cybertel’s overall progress, needs and
      condition. Services to be provided include - (a) assisting the Company in
      identifying key personnel who can provide Cybertel with experience and
      leadership capabilities in wireless communications, broadband technologies,
      installation and deployment, network management, customer service, call center
      and support service, (b) assisting in the identification, evaluating,
      structuring, negotiating, and closing of joint ventures, strategic alliances,
      business acquisitions, and provide advice with regard to the ongoing management
      and operation of such acquisitions upon consummation, and (c) assistance in
      identifying, negotiating, structuring and evaluating sources for financing,
      leasing, lines of credit and other financial instruments. The term of the
      agreements is for twelve months, with automatic renewal for an additional three
      months. Either party may terminate the agreement with thirty days prior written
      notice. Each consultant will be paid $25,000 (an aggregate of $50,000) per
      month. Cybertel may provide payment in the form of free-trading shares of its
      common stock at up to 200% of the value of the compensation (i.e. free trading
      shares of its common stock valued at $50,000 and $20,000, respectively), which
      would effectively increase monthly compensation to such amounts. In no event
      shall either consultant be issued a number of shares of common stock which
      would
      result in beneficial ownership by the consultant and its affiliates of more
      than
      9.9% of the outstanding shares of Cybertel.




On
      February 7, 2007, the Company’s stockholders holding a majority of the issued
      and outstanding shares of the Company’s common stock approved an amendment to
      the Company’s Articles of Incorporation effecting a 1000-to-1 reverse stock
      split, whereby each stockholder as of February 23, 2007 would receive one
      share of common stock for every one thousand shares he or she then owned. The
      reverse stock split became effective as of March 15, 2007.





***Results
      of Operations for the Three Months Ended June 30,
      2007***





The
      Company generated a net loss of $749,261 for the quarter ended June 30, 2007,
      compared to $634,911 for the same quarter in 2006. The increase in net loss
      was
      primarily due to the issuance of an increased number of shares of stock for
      services.





Revenues
      for the three-month period ended June 30, 2007 were $99,452 compared to $10,623
      for the corresponding period in 2006. This increase is primarily attributable
      to
      the increase in business from our subsidiary AireWire, Inc.





Selling,
      general, and administrative costs were $254,262 during the three months ended
      June 30, 2007, as compared to $124,598 for the three-month period ended June
      30,
      2006. This increase was primarily due to the hiring of new consultants.





***Results
      of Operations for the Six Months ended June 30, 2007***





Net
      losses for the six months ended June 30, 2007 equaled $901,417 compared to
      $837,491 for the corresponding period in 2006. This increase is primarily
      attributable to the consulting agreements entered into by the
      Company.




10




Revenues
      for the six months ended June 30, 2007 were $273,599 compared to $18,486 for
      the
      corresponding period in 2006. This increase was primarily attributable to
      revenue generated by our subsidiary AireWire, Inc.





Selling,
      general and administrative expenses for the six months ended June 30, 2007
      were
      $406,169 compared to $237,896 for the corresponding period in 2006. This
      increase was primarily attributable to an increase in shares issued to our
      consultants.





***Liquidity
      and Capital Resources***





During
      the six-month period ended June 30, 2007, cash used by operations was $210,294.
      We intend to continue to search for ways to expand our business through new
      service contracts and by continuing to search for new acquisitions. We
      anticipate that we will incur smaller losses in the future if we are able to
      expand our business and the marketing of our products and services now offered.
      The losses will continue until the excess of operation and marketing expenses
      is
      overcome by the increase in revenue from operations.




During
      the six months ended June 30, 2007, we incurred a net loss of $901,417, had
      cash
      used for operations of $210,294, and cash provided by financing activities
      was
      $50,000. In addition, we received $196,280 in gross proceeds from the exercise
      of options granted to employees through an employee option plan. We are no
      longer offering employee options and no additional funds will be generated
      from
      this program. All of these proceeds were used to fund operations. We continue
      to
      seek short-term financing through debt and equity financing and are also seeking
      long-term financing through debt and/or equity financing through a private
      placement or a retail offering of common stock.




In
      order
      to execute our business plan, we will need to acquire additional capital from
      debt or equity financing. Our independent certified public accountants have
      stated in their report for the year-end that there is a substantial doubt about
      our ability to continue as a going concern. In the absence of significant
      revenue and profits, we will be completely dependent on additional debt and
      equity financing arrangements. There is no assurance that any financing will
      be
      sufficient to fund our capital expenditures, working capital and other cash
      requirements for the fiscal year ending December 31, 2007. We cannot assure
      you
      that any such additional funding will be available or that, if available, can
      be
      obtained on terms favorable to us. If we are unable to raise needed funds on
      acceptable terms, we will not be able to execute our business plan, develop
      or
      enhance existing services, take advantage of future opportunities or respond
      to
      competitive pressures or unanticipated requirements. A material shortage of
      capital will require us to take drastic steps such as further reducing our
      level
      of operations, disposing of selected assets or seeking an acquisition partner.
      If cash is insufficient, we will not be able to continue
      operations.





***Off-Balance
      Sheet Transactions***




There
      are
      no off-balance sheet transactions.




**Item
      3. Controls and Procedures.**





As
      of the
      end of the period covered by this Quarterly Report, we carried out an
      evaluation, under the supervision and with the participation of our Chief
      Executive Officer, of the effectiveness of our disclosure controls and
      procedures. Based on this evaluation, our Chief Executive Officer concluded
      that, as of the end of such period, our disclosure controls and procedures
      are
      effective to provide reasonable assurance that the information required to
      be
      disclosed by the Company in the reports that it files or submits under the
      Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is
      recorded, processed, summarized and reported, within the time periods specified
      in the SEC’s rules and forms. It should be noted that the design of any system
      of controls is based in part upon certain assumptions about the likelihood
      of
      future events, and there can be no assurance that any design will succeed in
      achieving its stated goals under all potential future conditions, regardless
      of
      how remote. In addition, we reviewed our internal controls over financial
      reporting, and there have been no changes in our internal controls over
      financial reporting in the last fiscal quarter that has materially affected
      or
      is reasonably likely to materially affect our internal control over financial
      reporting.




11




**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





None.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





The
      following table indicates all sales of unregistered securities by Cybertel
      during the quarterly period ended June 30, 2007:




No.
                of shares ofName
                of Purchaser
            Date
            common
                stock
            Aggregate
                considerationMajestic
                Safe-T-Prod
            4/09/07
            200,000
            Conversion
                of Series A Preferred StockEdify
                Capital Corp
            4/09/07
            200,000
            Conversion
                of Series A Preferred StockMajestic
                Safe-T-Prod
            4/25/07
            900,000
            Conversion
                of Series A Preferred StockEdify
                Capital Corp
            4/25/07
            900,000
            Conversion
                of Series A Preferred StockMajestic
                Safe-T-Prod
            5/04/07
            1,100,000
            Conversion
                of Series A Preferred StockMajestic
                Safe-T-Prod
            5/17/07
            1,540,000
            Conversion
                of Series A Preferred StockEdify
                Capital Corp
            5/21/07
            1,620,000
            Conversion
                of Series A Preferred StockMajestic
                Safe-T-Prod
            6/04/07
            2,025,000
            Conversion
                of Series A Preferred StockMajestic
                Safe-T-Prod
            6/07/07
            2,100,000
            Conversion
                of Series A Preferred StockEdify
                Capital Corp
            6/11/07
            2,100,000
            Conversion
                of Series A Preferred StockMajestic
                Safe-T-Prod
            6/22/07
            3,000,000
            Conversion
                of Series A Preferred Stock




Management
      believes each of the foregoing persons or entities was either an "accredited
      investor," or "sophisticated investor" as defined in Rule 501 of Regulation
      D
      promulgated under the Securities Act of 1933, as amended (the “Act”). Each such
      person or entity had access to all material information about Cybertel prior
      to
      the offer, sale or issuance of these "restricted securities." Management
      believes that these shares were exempt from the registration requirements of
      the
      Act, pursuant to Section 4(2) thereof.




12





**Item
      3. Defaults Upon Senior Securities.**





Cybertel
        borrowed $50,000 from a related party under a secured convertible promissory
        note dated January 8, 2007. The note was due on April 8, 2007 and has an
        interest rate of 8% compounded annually. The note has not been repaid as
        of the
        date of this Report and is still accruing interest. Repayment is in the amount
        of 125% of principal and accrued interest. The note is convertible into the
        shares of the Company’s common stock at the rate of 50% of the average of the
        lowest three closing prices in the twenty trading days before the
        conversion.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





None





**Item
      5. Other Information.**





On
        August
        1, 2007, David Brunscheon, a member of the Company’s Board of Directors,
        tendered his resignation effective August 31, 2007.


**Item
      6. Exhibits.**





Exhibit
                No.
            Description




31.1
            Certification
                of Chief Executive Officer, James A. Wheeler, pursuant to Rules 13a-14(a)
                and 15d-14(a) of the Exchange Act.




32.1
            Certification
                of Chief Executive Officer, James A. Wheeler, pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002.




13




**SIG** **NA****TURES**





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 CORPORATIONBy:
            /s/ James
              A.
              WheelerJames
              A. WheelerCEO,
              President and Director





Dated:
      August 14, 2007




14


**EXHIBIT
      INDEX**





Exhibit
      No . Description




31.1
            Certification
                Pursuant to Section 302 of the Sarbanes
                Oxley Act32.1
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act




15