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 March 31, 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:

                                 6,456,432

                               March 31, 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.
<TABLE>
                  CYBERTEL COMMUNICATIONS CORP.
                    CONSOLIDATED BALANCE SHEET
                          March 31, 2001
<CAPTION>


          ASSETS
<S>                                                            <C>
Current Assets
  Cash                                                         $   125,873
  Marketable securities                                          1,326,874
  Accounts receivable                                              289,509
  Other current assets                                              29,374
                                                               -----------
     Total Current Assets                                        1,771,630
                                                               -----------

Equipment, net of $272,058 accumulated depreciation                422,639
Deposits                                                            23,796
                                                               -----------
TOTAL ASSETS                                                   $ 2,218,065
                                                               ===========

     LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt                            $    14,025
  Accounts payable                                                 388,047
  Brokerage margin accounts payable                                230,798
  Accrued expenses                                                 264,925
  Dividends payable                                                144,518
                                                               -----------
     Total Current Liabilities                                   1,042,313

Long-term Debt                                                      18,196
                                                               -----------
Total Liabilities                                                1,060,509
                                                               -----------

STOCKHOLDERS' EQUITY
  Convertible preferred stock, $.001 par value, 5,000,000
    shares authorized, 2,150 shares issued and outstanding               2
  Common stock, $.001 par value, 20,000,000
    shares authorized, 6,456,432 shares issued
    and outstanding                                                  6,456
  Paid in capital                                                9,802,641
  Comprehensive income                                             818,989
  Deficit                                                       (9,470,532)
                                                               -----------
     TOTAL STOCKHOLDERS' EQUITY                                  1,157,556
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 2,218,065
                                                               ===========
</TABLE>
<PAGE>
<TABLE>
                  CYBERTEL COMMUNICATIONS CORP.
                  CONSOLIDATED INCOME STATEMENTS
        For the Three Months Ended March 31, 2001 and 2000
<CAPTION>


                                                       2001        2000
                                                     --------- -----------
<S>                                                  <C>         <C>
Revenues                                             $ 369,575 $    86,604
Cost of sales                                          384,884      22,909
                                                     --------- -----------
  Gross Margin                                        ( 15,309)     63,695
                                                     --------- -----------
Operating Expenses
  Selling                                              119,777      49,895
  General and administrative                           844,072     757,681
  Research and development                              44,664
  Depreciation                                          50,306      17,901
  Interest income                                     (  1,949) (   13,571)
  Interest expense                                      11,875     605,102
  Minority interest in net loss (income)
    of a subsidiary                                      4,048
  Gain on sale of marketable securities               (643,820)
                                                     --------- -----------
     Total Operating Expenses                          428,973   1,417,008
                                                     --------- -----------
     Net Loss from Continuing Operations              (444,282) (1,353,313)

     Preferred dividend requirements                  ( 34,025)

  Loss from discontinued operation, net               ( 55,000)
                                                     --------- -----------
     NET LOSS AVAILABLE TO COMMON SHAREHOLDERS       $(533,307)$(1,353,313)
                                                     ========= ===========

NET LOSS (excludes preferred dividend requirements)  $(499,282)

  Unrealized loss on marketable securities            (352,253)
                                                     ---------
NET COMPREHENSIVE LOSS                               $(851,535)$(1,353,313)
                                                     ========= ===========

Net (loss) per common share
   - from continuing operations                         $(0.08)     $(0.30)
   - from discontinued operations                       $(0.01)

Weighted average common shares outstanding           6,338,547   4,518,309
</TABLE>
<PAGE>
<TABLE>
                  CYBERTEL COMMUNICATIONS CORP.
              STATEMENTS OF CONSOLIDATED CASH FLOWS
        For the Three Months Ended March 31, 2001 and 2000
<CAPTION>


                                                        2001       2000
                                                     --------- -----------
<S>                                                <C>          <C>
CASH FLOWS USED BY OPERATING ACTIVITIES
  Net comprehensive loss                             $(533,307)$(1,353,313)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
    Depreciation                                        50,307      17,901
    Gain on sale of marketable securities             (643,820)
    Issuance of stock for services                      22,000
    Writedown of investment in subsidiaries              4,048
    Changes in:
      Accounts receivable                              271,056       9,813
     Other current assets                                5,556      25,000
     Accounts payable                                 (239,540) (  102,550)
     Accrued expenses                                  121,141  (   56,066)
     Accrued dividends                                  34,026
                                                     --------- -----------
     NET CASH USED BY OPERATING ACTIVITIES            (908,533) (1,459,215)
                                                     --------- -----------
CASH FLOWS USED BY INVESTING ACTIVITIES
  Proceeds from sale of marketable securities          643,820
  Purchase of equipment                               (  6,600) (   24,212)
  Note receivable                                               (  150,000)
  Construction in progress                                      (  303,108)
                                                     --------- -----------
     NET CASH USED BY INVESTING ACTIVITIES             637,220  (  477,320)
                                                     --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from brokerage margin loan                  230,798
  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
  Proceeds from new installment debt
  Payments on installment debt                        (  4,773) (   21,299)
  Net change in credit lines                                    (      417)
  Net change in accrued officer salary                          (    1,000)
                                                     --------- -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES               239,025   3,604,370
                                                     --------- -----------
     NET INCREASE (DECREASE)IN CASH                   ( 32,288)  1,667,835
                                                     --------- -----------
CASH BALANCES
     - Beginning of period                             158,161     643,952
                                                     --------- -----------

     - End of period                                 $ 125,873 $ 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.
<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.

          On March 8, 2001, we entered into a Letter of Intent with Capital
Growth Resources of El Cajon, California.  The Letter of Intent profides for
Capital Growth to conduct a private offering of a minimum of 100,000 units and
a maximum of 2,000,000 units.  The offering is to be conducted on a "best
efforts all or none basis" as to the minimum offering amount, and on a "best
efforts" basis thereafter.  The minimum offering amount must be raised within
120 days.  If the parties agree, the offering may be extended for an
additional 60 days.

          Each unit is to be offered and sold at a price of $1.00, and is to
consist of one "unregistered" and "restricted" share of our common stock and
one warrant to purchase one additional share for $2.00.  The Letter of Intent
provides for the shares underlying the warrants to be registered with the
Securities and Exchange Commission at our expense.  The warrants are to be
exercisable for one year from the date of issuance and may be called by us at
the rate of one cent ($0.01) per warrant for all warrants not exercised within
30 days after our shares of common stock trade at an average closing bid price
of $3.00 or more for five consecutive days.

          As compensation for its services, the Letter of Intent provides for
us to issue to Capital Growth:

          warrants to purchase 10,000 "unregistered" and "restricted" shares
          of our common stock at a price of $0.01 per share upon completion
          of the minimum offering;

          warrants to purchase an additional 250,000 such shares upon
          completion of the maximum offering; and

          warrants to purchase one "unregistered" and "restricted" share of
          our common stock for every 10 warrants exercised by the
          subscribers under the offering.

          All warrants granted to Capital Growth are to expire 12 months after
the date of issuance.  Capital Growth intends to share these warrants with its
sales personnel; this sharing may be based upon the number of shares sold in
the offering by any participating sales person.

          Subject to the completion of the minimum offering, Capital Growth is
to be paid a sales commission of  10% of the gross proceeds of the offering
(excluding gross proceeds derived from the exercise of warrants), together
with:

          2% of the gross proceeds as a wholesaling fee;

          2% of the gross proceeds as a "due diligence" fee; and

          2% of the gross proceeds as an unaccountable expense allowance.

          In addition, Capital Growth is to receive:

          a wholesaling fee of 1%;

          a "due diligence" fee of 1%;

          a commission of 5%; and

          an unaccountable expense allowance of 1%

          of the gross proceeds derived from the exercise of investor
Warrants.

          As of the date of this Report, we have not commenced any private
offering pursuant to the Letter of Intent.  We expect to begin such an
offering during the second quarter of our calendar year.  However, we can not
assure you that we will be able to undertake any such offering or that, if we
do, we will be able to raise sufficient funds.  If we do not succeed in this
regard, our plans to expand our IP Gateway network may be significantly
delayed.

          As discussed in our 10-KSB for the year ended December 31, 2000, our
agreements with Bell Atlantic, Qwest and Intermedia 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 fundraising 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 piece to
its members.  The marketing pieces 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.  Our acceptance rate is about 38% for the "1 plus" service.

          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 $7,500,000 and flat rate services to be
$3,000,000.

          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.

          Cybertel placed in service its own Internet Protocol Network in
October 2000 and terminated 1,300,000 minutes in December of 2000.  This
business is the flat rate business servicing 500 customers in December of
2000.

          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
               $200,000.  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 10 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 March 31, 2001, compared to three months ended March 31,
2000.
-----

         Revenues for the three month period ended March 31, 2001, increased
to $369,575 as compared to $86,604 for the three month period ended March 31,
2000, as the result of the increase in affinity group marketing.

         General and administrative costs have risen to $844,072 for the three
month period ended March 31, 2001, as compared to $757,681 for the three
month period ended March 31, 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 three month period ended March 31, 2001,
decreased to $11,875 as compared to $605,102 for the three month period ended
March 31, 2000.

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

          We had cash resources of $125,873, at March 31, 2001.  Management
believes that our current cash on hand, together with liquid marketable
securities of $1,326,874 at March 31, 2001, 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.
----------------------------

          In May, 2001, which is subsequent to the period covered by this
Report, the Company decided to rescind 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 $1500 per month, beginning August 1, 2001.  The Company is
also to loan Telenomics $7500, 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.
As of the date of this Report, we have not yet effectuated the Telenomics
rescission.

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

          (a)  Exhibits.

               None.

          (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: May 14, 2001                By:/s/Richard D. Mangiarelli
     --------------                 -------------------------------------
                                    Richard D. Mangiarelli
                                    Chief Executive Officer, President and
                                    Director

Date: 5/14/01                     By:/s/Richard Schmidt
     --------------                 -------------------------------------
                                    Richard Schmidt
                                    Chief Financial Officer and Director

Date: 5/14/01                     By:/s/Paul J. Mills
     --------------                 -------------------------------------
                                    Paul J. Mills
                                    Secretary and Director