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 June 30, 2001

[ ]  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)

                      4275 Executive Square, Suite 510
                        La Jolla, California  92037
                        ---------------------------
                 (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
         ---     ---                        ---      ---

<PAGE>
             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:

                                  7,363,413

                                June 30, 2001


                      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.
<PAGE>
<TABLE>
                  CYBERTEL COMMUNICATIONS CORP.
                    CONSOLIDATED BALANCE SHEET
                          June 30, 2001
<CAPTION>


          ASSETS
<S>                                                            <C>
Current Assets
  Cash                                                         $   502,409
  Restricted Cash                                                   50,336
  Accounts receivable                                              305,728
  Other current assets                                             119,573
                                                               -----------
     Total Current Assets                                          978,046
                                                               -----------

Equipment, net of $165,750 accumulated depreciation                390,889
Deposits                                                            18,187
                                                               -----------
TOTAL ASSETS                                                   $ 1,387,122
                                                               ===========

     LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt                            $    20,363
  Accounts payable                                                 192,568
  Accrued expenses                                                  61,148
  Dividends payable                                                174,797
                                                               -----------
     Total Current Liabilities                                     448,876

Long-term Debt                                                       5,614
                                                               -----------
Total Liabilities                                                  454,490
                                                               -----------
STOCKHOLDERS' EQUITY
  Convertible preferred stock, $.001 par value, 5,000,000
    shares authorized, 2,043 shares issued and outstanding               2
  Common stock, $.001 par value, 20,000,000
    shares authorized, 7,363,413 shares issued
    and outstanding                                                  7,364
  Paid in capital                                               10,054,501
  Deficit                                                       (9,129,235)
                                                               -----------
     TOTAL STOCKHOLDERS' EQUITY                                    932,632
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 1,387,122
                                                               ===========
</TABLE>
<PAGE>
<TABLE>
                  CYBERTEL COMMUNICATIONS CORP.
                  CONSOLIDATED INCOME STATEMENTS
         For the Six Months Ended June 30, 2001 and 2000
<CAPTION>

                                                                  Restated
                                                          2001        2000
                                                  ------------ ------------
<S>                                               <C>          <C>
Revenues                                          $    673,255 $   243,046
Cost of sales                                          595,451     211,935
                                                  ------------ ------------
  Gross Margin                                          77,804      31,111
                                                  ------------ ------------
Operating Expenses
  Selling                                            (204,300)     (46,589)
  General and administrative                       (1,464,825)  (1,227,407)
  Research and development
  Depreciation                                        (67,160)     (16,376)
  Interest income                                      14,183       45,584
  Interest expense                                    (15,540)    (604,092)
  Minority interest in net loss of a subsidiary        (4,048)
  Gain on sale of marketable securities             1,741,981
                                                  ------------ ------------
                                                          291   (1,848,880)
                                                  ------------ ------------
     Net Income (Loss) from Continuing Operations      78,095   (1,817,769)

     Preferred dividend requirements                (  68,428)
                                                   ------------------------
Net Income (Loss) Available to Common Shareholders
  From Continuing Operations                            9,667   (1,817,769)
                                                   ------------------------

  Loss from discontinued operations, net LDVL       (  82,250)    (290,386)
  Loss from discontinued operations, net LDM        (  50,000)    (199,098)
  Loss from discontinued operations, net Telenomics (  78,677)    (331,461)
  Gain on disposition of discontinued operations, net   9,250
                                                  ------------ ------------
     NET LOSS CHARGED TO COMMON SHAREHOLDERS       $( 192,010) $(2,638,714)
                                                  ============ ============


NET LOSS (excludes preferred dividend requirements)$( 123,580) $(2,638,714)
Other Comprehensive Income
  Reclassification of prior period unrealized
    Gains to Net Income                            (1,171,242)
  Unrealized gain on marketable securities                       4,046,250
                                                   ------------------------
NET COMPREHENSIVE GAIN (LOSS)                     $(1,294,822) $ 1,407,536
                                                  ============ ============

Net income (loss) per common share
   - from continuing operations                         $0.00       $(0.34)
   - from discontinued operations                      $(0.03)      $(0.15)

Weighted average common shares outstanding          6,622,434    5,377,743
</TABLE>
<PAGE>
<TABLE>
                  CYBERTEL COMMUNICATIONS CORP.
                  CONSOLIDATED INCOME STATEMENTS
        For the Three Months Ended June 30, 2001 and 2000
<CAPTION>

                                                                  Restated
                                                          2001        2000
                                                   ----------- -----------
<S>                                                <C>         <C>
Revenues                                           $   410,726 $   224,126
Cost of sales                                          230,064     196,722
                                                   ----------- -----------
  Gross Margin                                         180,662      27,404
                                                   ----------- -----------
Operating Expenses
  Selling                                          (   118,160) (   46,589)
  General and administrative                       (   733,295) (  784,702)
  Research and development
  Depreciation                                     (    25,089) (    8,669)
  Interest income                                       12,234      32,243
  Interest expense                                 (     3,939)        966

  Minority interest in net loss (income)
    of a subsidiary                                (     4,048)
  Gain on sale of marketable securities              1,098,161
                                                  ------------ ------------
                                                       225,864  (  806,751)
                                                  ------------ ------------
     Net Gain (Loss) from Continuing Operations        406,526  (  779,347)

     Preferred dividend requirements                   (34,404)

  Loss from discontinued operation, net LDVL        (   77,251) (  211,436)
  Loss from discontinued operations, net LDM                    (   95,627)
  Loss from discontinue operations, net Telenomics  (   78,677) (  120,040)
                                                  ------------ ------------
NET GAIN (LOSS) AVAILABLE TO COMMON SHAREHOLDERS   $   216,194 $(1,206,450)
                                                  ============ ============

NET LOSS (excludes preferred dividend requirements)    $250,598
Other Comprehensive Income
  Reclassification of prior period unrealized
    Gains to Net Income                             (   443,287)
  Unrealized gain on marketable securities                       4,046,250
                                                   -----------------------
NET COMPREHENSIVE GAIN (LOSS)                      $(   192,689)$2,839,800
                                                   ============ ==========

Net gain (loss) per common share
   - from continuing operations                           $0.06     $(0.15)
   - from discontinued operations                        $(0.02)    $(0.08)

Weighted average common shares outstanding            6,919,166  5,342,262
</TABLE>
<PAGE>
<TABLE>
                  CYBERTEL COMMUNICATIONS CORP.
              STATEMENTS OF CONSOLIDATED CASH FLOWS
         For the Six Months Ended June 30, 2001 and 2000
<CAPTION>



                                                        2001      2000
                                                  ------------ ------------
<S>                                               <C>          <C>
CASH FLOWS USED BY OPERATING ACTIVITIES
  Net comprehensive loss                           $(1,363,252)$(1,353,313)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
    Depreciation                                        67,160      17,901
    Gain on sale of marketable securities           (  570,739)
    Issuance of stock for services                     270,645
    Writedown of investment in subsidiaries              4,048
    Changes in:
      Accounts receivable                               78,153       9,813
      Other current assets                          (   87,497)     25,000
     Net change in discontinued operation               40,686
     Accounts payable                               (  329,144) (  102,550)
     Accrued expenses                                   36,004  (   56,066)
     Accrued dividends                                  68,429
                                                  ------------ ------------
     NET CASH USED BY OPERATING ACTIVITIES          (1,785,507) (1,459,215)
                                                  ------------ ------------
CASH FLOWS USED BY INVESTING ACTIVITIES
  Proceeds from sale of marketable securities         2,249,864
  Purchase of equipment                              (   39,732)(   24,212)
  Note receivable                                               (  150,000)
  Construction in progress                                      (  303,108)
                                                  ------------ ------------
     NET CASH USED BY INVESTING ACTIVITIES           2,210,132  (  477,320)
                                                  ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Repayment of short-term private debt placement                 (  390,238)
  Proceeds from sale of preferred stock, net of
     costs of fundraising                                        2,830,125
  Proceeds from sale of common stock, net of
     costs of fundraising                               13,000   1,187,199
  Net change in restricted cash                     (   50,336)
  Payments on installment debt                      (   11,017) (   21,299)
  Net change in credit lines                                    (      417)
  Net change in accrued officer salary                          (    1,000)
                                                  ------------ ------------
NET CASH FLOWS FROM FINANCING ACTIVITIES               (48,353)  3,604,370
                                                  ------------ ------------
     NET INCREASE (DECREASE)IN CASH                    376,272   1,667,835
                                                  ------------ ------------
CASH BALANCES
     - Beginning of period                             126,137     643,952
                                                  ------------ ------------

     - End of period                              $    502,409 $ 2,311,787
                                                  ============ ===========
</TABLE>
<PAGE>

                  CYBERTEL COMMUNICATIONS CORP.
                NOTES TO THE FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Cybertel
Communications Corporation have been prepared in accordance with generally
accepted accounting principles 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 latest
Annual Report filed with the SEC on From 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 periods 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 the most recent fiscal year 2000 as reported
in Form 10-KSB, have been omitted.


NOTE 2   ACQUISITION AND DISPOSITION OF TELENOMICS, INC.

Telenomics, Inc. is a Hewlett Packard Channel Partner, providing telephone and
accounting and management software solutions on the HP servers since 1983.  It
is also a Hewlett Packard equipment reseller of the HP/9000, HP/3000 and HP
workstations through a value added national authorized reseller license with
Hewlett Packard with a best of class status.

The Company was acquired by the Company in December 1999.  After significant
losses, the Company ceased funding Telenomics operations in May 2001.
Telenomics employees have elected to continue the operation independently and
the Company signed an agreement with them to do so.  In connection with this
agreement, Telenomics employees returned 580,054 shares of the Company of the
original 600,000 shares paid by the Company and the Company returned all
Telenomics shares it held, representing 100% of the outstanding stock of
Telenomics.  The Company loaned Telenomics $24,642, repayable at $1,500
monthly beginning August 2001, including 8% interest.  Accordingly, the prior
period financial statements of the Company for 2000 have been restated to show
the operations of Telenomics as a discontinued operation.
<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

Plan of Operation.
------------------

         Subject to receipt of sufficient funding, in the next 12 months, we
intend to employ 56 IP Gateways throughout the United States in order to
transport long-haul Voice Over the Internet traffic, both domestically and
internationally.  Voice Over the Internet, or "VOIP," is long distance voice
traffic transported as digital electronic data packets over the Internet.

          As discussed in our 10-KSB for the year ended December 31, 2000, our
agreements with Qwest and Level 3 Communications allow us to collocate our
Gateway equipment and terminate traffic in areas that we have not or do not
intend to locate Gateways.  We have very actively begun to employ our affinity
group marketing strategy and have added three new affinity groups: Association
of Naval Aviation; Changewave.com; and the Federation of Public and Private
Employees.  Management expects that our marketing efforts will be financed
through our fund raising efforts.

          We have also contracted with the Tailhook Association; Miles Ahead
Ministries; and the Marine Corps Reserve Officers Association.  Each affinity
group agreement requires the affinity group to forward a marketing information
to the group's members.  The marketing information will recommend a
telecommunications plan to the members.  These plans will include long
distance, toll free service, paging, cellular service, Internet access,
pre-paid and regular calling cards and other telecommunications services.  We
will provide each group with a billing summary of all participants' accounts
each month and will pay each group a percentage of each participant's net
telephone bill.  The contracts will be in place for periods of time ranging
from 12 months to 36 months, with each group having an option to renew for an
additional term.

          We also intend to build a captive agent network to conduct direct
marketing and supplement our affinity group marketing programs.  We have
begun our telemarketing efforts, through which we contact members of the
Marine Corps Reserve Officers Association and the Tailhook Association.

          Management is also seeking viable acquisition candidates.  We intend
to make acquisitions that will allow us to offer value-added services and
products to our customer base.  We may not be successful in locating or
acquiring any suitable candidate.  Even if we are successful in this regard,
we can not assure you that any acquisition will be profitable.

          We base our projections on the following assumptions and
limitations.

          Our business plan details a stair-step process under which we will
lease telecommunications services that can be marketed directly to our primary
affinity groups.  The combined membership of contracted affinity groups is
200,000 members.

          We are currently in contract discussions with three more affinity
groups.  We believe this population and our current acceptance rate should
provide the revenues detailed in the projections, although we can not make any
guarantees.

         For the 2001 fiscal year, management projects revenues from our
affinity group program to be $2,500,000 and flat rate services to be
$1,000,000.

          In arriving at its revenue projections for its affinity groups
program, Cybertel assumes that on average each residential customer will
use approximately 200 minutes per month at a cost to the customer of
approximately $0.069 per minute.  We also assume that the number of
residential customers will increase from approximately 3,000 in December,
2000, to approximately 60,000 "1 plus" customers by December, 2001.

          The cost of goods sold currently reflects the cost of a leased
network through which we can transmit customer calls.  The cost of goods
reflects the use of the telephone lines, billing and collections and customer
service.  The rate used in the projections to reflect these costs is $0.45.
To control costs, we have entered into subcontract arrangements to
facilitate billing and collections and customer service.

          The projection reflects a modest decrease in the cost of goods sold
when the network is operational.  We believe that the cost reduction will
be more substantial, but are reflecting a modest reduction to be conservative.

          We believe that our selling, general and administrative costs will
be reduced through the subcontracting of significant services such as billing
and collections and customer service.  The maintenance of our Internet
Protocol Network and the marketing to and maintenance of affinity group
relationships will be our largest costs.

          The telecommunication industry is highly competitive and requires
abundant capital.  We built our own IP Network so that we can control our
prices.  To build this network, we have sought out Internet-compatible
technology.

          The foregoing contains "forward-looking" statements and information,
all of which is modified by reference to the following factors:

               Cybertel's business operations have yet to generate a profit.

               Our present gross monthly consolidated revenues are
               approximately $150,000 per month, and are insufficient to cover
               monthly general and administrative expenses of approximately
               $150,000.  The cost of leased telephone lines is in addition to
               general and administrative expenses.

               Sales of "restricted securities" by persons who will have
               satisfied the required holding period for resale under Rule 144
               of the Securities and Exchange Commission in the very near
               future will substantially increase the number of shares
               available in the "public float," and to the extent any recent
               price increases in the trading market for shares of Cybertel's
               common stock was the result of a greater demand over the
               supply, these additional shares will have an adverse effect on
               the trading market for our common stock on the OTC Bulletin
               Board.  Also, the filing of Notices on Form 144 can have the
               effect of a "cap" on the market, until the shares covered
               thereby are sold.

               The initial planned 6 IP Gateways of our Internet Protocol
               Network, estimated to take approximately three months to
               complete, depending upon funding, will cost approximately
               $2,500,000, including hardware, software and setup costs.
               These gateways would allow us to originate telecommunications
               traffic in 10 cities.  A complete Internet Protocol Network
               throughout the United States would require approximately 56
               gateways at a cost of approximately $14,000,000, and, depending
               upon available funding, as to which we can provide no
               assurance, would take approximately six months to complete.

               A completed Internet Protocol Network will not ensure the
               success of our present or proposed business operations.  Any
               anticipated revenues would not come for several months after
               completion and until there was a sufficient customer base; or
               we could wholesale traffic at very low margins, which would
               substantially alter our projected revenues.

               Cybertel may not be able to build its Internet Protocol Network
               with satisfactory technology to attract customers.

               Targeted affinity group members may choose not to switch long
               distance carriers, regardless of whether the affinity group to
               which they belong determines to align with Cybertel; this
               development would adversely effect our revenue projections and
               our potential for success.

          Actual results may differ significantly from those projected in our
forward-looking statements.  We may not obtain the projected results.

Results of Operations.
----------------------

Three months ended June 30, 2001, compared to three months ended June 30,
2000.
-----

         Revenues for the three month period ended June 30, 2001, increased
to $410,726 as compared to $224,126 for the three month period ended June 30,
2000, as the result of the increase in affinity group marketing.

         General and administrative costs have decreased to $733,295 for the
three month period ended June 30, 2001, as compared to $784,702 for the three
month period ended June 30, 2000.  Other general and administrative costs,
such as payroll, marketing and legal, have increased as the Company has begun
to implement its business plan.

Six months ended June 30, 2001, compared to six months ended June 30, 2000.
---------------------------------------------------------------------------

         Revenues for the six month period ended June 30, 2001, increased
to $673,255 as compared to $243,046 for the six month period ended June 30,
2000, as the result of the increase in affinity group marketing.

         General and administrative costs have risen to $1,464,825 for the six
month period ended June 30, 2001, as compared to $1,227,407 for the six
month period ended June 30, 2000.  Other general and administrative costs,
such as payroll, marketing and legal, have increased as the Company has begun
to implement its business plan.

         Interest expense for the six month period ended June 30, 2001,
decreased to $15,540 as compared to $604,092 for the six month period ended
June 30, 2000.

Liquidity and Capital Resources.
--------------------------------

          We had cash of $502,409 at June 30, 2001.  Management believes that
our current cash on hand will be sufficient to meet our expenses during the
next 12 months.  However, unless we are able to raise substantial additional
funding, our plans to expand our IP Gateway may be significantly delayed.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
----------------------------

          None; not applicable.

Item 2.   Changes in Securities and Use of Proceeds.
---------------------------------------------------

          Recent Sales of Unregistered Securities.
          ----------------------------------------

Three investment       2/12/01             152,000          Investment
advisors                                                    advisory services
                                                            valued at $152,000
Item 3.   Defaults Upon Senior Securities.
------------------------------------------

          None; not applicable.

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

          None; not applicable.

Item 5.   Other Information.
----------------------------

          Io May 18, 2001, which is subsequent to the period covered by this
Report, the Company rescinded its acquisition of Telenomics, Inc., a
California corporation.  The Company will return all of the outstanding shares
of Telenomics to Telenomics' former stockholders in exchange for the return of
all Company shares that the Telenomics stockholders received as part of the
acquisition.  In addition, the Company is to loan $15,000 to Telenomics, to be
repaid at a rate of $1,500 per month, beginning August 1, 2001.  The Company
is also to loan Telenomics $7,500, to be repaid on December 31, 2001.  We have
tentatively agreed that the notes will bear interest at the rate of 8% per
annum and will be secured by a personal guarantee of Telenomics' principals.

Item 6.   Exhibits and Reports on Form 8-K.
-------------------------------------------

          (a)  Exhibits.

               10-KSB Annual Report for the year ended December 31, 2001.*

                    *  Incorporated by reference.

          (b)  Reports on Form 8-K.

               None.

                               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: August 9, 2001                By:/s/Richard D. Mangiarelli
     --------------                 -------------------------------------
                                    Richard D. Mangiarelli
                                    Chief Executive Officer, President and
                                    Director

Date: August 9, 2001                By:/s/Richard Schmidt
     --------------                 -------------------------------------
                                    Richard Schmidt
                                    Chief Financial Officer and Director

Date: August 9, 2001                By:/s/Paul J. Mills
     --------------                 -------------------------------------
                                    Paul J. Mills
                                    Secretary and Director