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.
<TABLE>
<CAPTION>
                  CYBERTEL CAPITAL CORPORATION
                   CONSOLIDATED BALANCE SHEET
                       September 30, 2004
                           (Unaudited)



          ASSETS
<S>                                                             <C>
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
                                                               ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    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
                         -----------   -----------   -----------  -----------
<S>                      <C>          <C>           <C>        <C>
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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                   CYBERTEL CAPITAL CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS
            Nine Months Ended September 30, 2004 and 2003
                          (Unaudited)

                                                     2004          2003
<S>                                                <C>          <C>
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
</TABLE>

<PAGE>

                 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.

<TABLE>
<CAPTION>

                       Date              Number of           Aggregate
     Name            Acquired             Shares           Consideration
     ----            --------            ---------         -------------
<S>                  <C>                 <C>               <C>

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
</TABLE>

         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