UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

 (Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                                December 31, 2007

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                        Commission File Number 000-08187

                       CabelTel International Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                            75-2399477
--------------------------------------                --------------------------
 (State or other jurisdiction of                             (IRS Employer
 Incorporation or organization)                           Identification Number)

1755 Wittington Place, Suite 340
          Dallas, Texas                                          75234
--------------------------------------             -----------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's Telephone Number, including area code           (972) 407-8400
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:

Title of Each  Class                Name of each  exchange  on which  registered
Common Stock, $0.01 par value                 American Stock Exchange
-----------------------------      ---------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):
Large accelerated filer ____Accelerated filer ______Non-accelerated filer __X___


The aggregate market value of the shares of voting and non-voting  common equity
held by non-affiliates  of the Registrant,  computed by reference to the closing
price at which the common  equity was last sold which was the sales price of the
Common  Stock on the  American  Stock  Exchange  as of June 30,  2007  (the last
business day of the Registrant's most recently  completed second fiscal quarter)
was $2,182,933 based upon a total of 519,746 shares held as of December 31, 2007
by persons  believed to be  non-affiliates  of the Registrant.  The basis of the
calculation  does not constitute a determination by the Registrant as defined in
Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as
of a date within sixty days of this filing, would yield a different value.

As of March 20, 2008, there were 1,936,939 shares of common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>





                                        CABELTEL INTERNATIONAL CORPORATION
                                        Index to Annual Report on Form 10-K
                                        Fiscal year ended December 31, 2007

   FORWARD-LOOKING STATEMENTS..............................................- 3 -


PART I.....................................................................- 3 -


   ITEM 1.  BUSINESS.......................................................- 3 -
   ITEM 1A. RISK FACTORS...................................................- 6 -
   ITEM 1B. UNRESOLVED STAFF COMMENTS......................................- 7 -
   ITEM 2.  PROPERTIES.....................................................- 7 -
   ITEM 3.  LEGAL PROCEEDINGS..............................................- 7 -
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............- 7 -

PART II....................................................................- 8 -

   ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
            AND ISSUER PURCHASES OF EQUITY SECURITIES......................- 8 -
   ITEM 6.  SELECTED FINANCIAL DATA.......................................- 10 -
   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION..- 11 -
   ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...- 14 -
   ITEM 8.  FINANCIAL STATEMENTS..........................................- 14 -
   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE......................................- 14 -
   ITEM 9A.  CONTROLS AND PROCEDURES......................................- 14 -
   ITEM 9B.  OTHER INFORMATION............................................- 15 -

PART III..................................................................- 16 -

   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...........- 16 -
   ITEM 11.  EXECUTIVE COMPENSATION.......................................- 20 -
   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT...................................................- 21 -
   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............- 23 -
   ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.......................- 24 -

PART IV.......................................................................27

   ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.......................27

SIGNATURES....................................................................30


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......................31






                                       -2-
<PAGE>

                           FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K are  forward-looking  statements within the
meaning of the Private Securities  Litigation Reform Act of 1995, Section 27A of
the Securities  Act of 1933,  and Section 21E of the Securities  Exchange Act of
1934. The words "estimate", "plan", "intend", "expect", "anticipate",  "believe"
and similar  expressions  are intended to identify  forward-looking  statements.
These  forward-looking  statements are found at various places  throughout  this
Report  and  in  the  documents  incorporated  herein  by  reference.   CabelTel
International  Corporation  disclaims  any  intention or obligation to update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.  Although we believe that our expectations are based
upon  reasonable  assumptions,  we can give no assurance  that our goals will be
achieved.  Important  factors that could cause our actual results to differ from
estimates  or  projections  contained  in  any  forward-looking  statements  are
described under ITEM 1A. RISK FACTORS beginning on page - 6 -.

                                     PART I

ITEM 1.  BUSINESS

CabelTel International Corporation ("CabelTel" or the "Company" or "we" or "us")
was  incorporated in Nevada on May 31, 1991,  originally  under the name Medical
Resource Companies of America. The Company is the  successor-by-merger to Wespac
Investors  Trust, a California  business trust that began  operating in 1982. On
March 26, 1996, the name was changed to Greenbriar  Corporation;  on February 8,
2005, the name of the Company was changed to CabelTel International Corporation.

Business Operations

     o    During 2006, the Company  disposed of subsidiaries  engaged in the oil
          and  natural  gas  leasing  and  operating  business.  The Company has
          decided to re-enter the oil and natural gas industry. In November 2007
          the  Company  began its  efforts by  acquiring  an interest in oil and
          natural gas leases in Cleburne County, Arkansas covering approximately
          1,712 net  acres  which we seek to  develop  using  various  financing
          sources.

     o    We  operate  real  estate  through  the  leasing  and  operation  of a
          retirement  community  in King City,  Oregon,  with a capacity  of 114
          residents.


Real Estate Retirement Property

The Company leases and operates Pacific Pointe Retirement Inn ("Pacific Pointe")
in King City, Oregon. Pacific Pointe began operations in 1993, has a capacity of
114 residents and provides  community  living with basic services such as meals,
housekeeping, laundry, 24/7 staffing, transportation and social and recreational
activities.  These  residents  do  not  yet  need  assistance  or  support  with
activities of daily living but prefer the physical and psychological  comfort of
a  residential  community of  like-minded  people and access to  senior-oriented
services.

Pacific Pointe is not required to hold a license for its independent  retirement
operation.



                                      -3-
<PAGE>

At Pacific Pointe,  the Company's  marketing and sales efforts are undertaken at
the local level. These efforts are intended to create awareness of our community
and  its  services  among  prospective  residents,  their  families,  other  key
decision-makers and professional referral sources.

Pacific Pointe has a stellar  reputation in its community and has operated at or
near capacity for a number of years.  However, the retirement housing market has
little barrier to entry and Pacific Pointe's  present and potential  competitors
have, or may have access to, greater  financial,  management and other resources
than those of the facility. There can be no assurance that competitive pressures
will not have a material adverse effect on the property.

Repair and Maintenance - The Company  conducts  routine repairs and maintenance,
as needed,  on a regular  basis.  The  Company  has no other  current  plans for
significant  expenditures  relating to Pacific  Pointe and considers it to be in
good repair and working order.

The  Company  has  attracted,  and  continues  to  seek,  highly  dedicated  and
experienced personnel.  All employees are required to complete training programs
which include a core curriculum  comprised of personal care basics,  job related
specific  training,  first aid, fire safety,  nutrition,  infection  control and
customer service. An Executive Director receives training in all of these areas,
plus marketing,  community relations and fiscal management.  In addition to some
classroom  training,  the  Company  provides  new  employees  with  on-  the-job
training, utilizing experienced staff as trainers and mentors.

Business Strategy

The Company is a Nevada  corporation  which has  principally  been a real estate
company,  owning or leasing retirement  specific real estate, an outlet shopping
mall and certain oil and natural gas leases through  subsidiaries.  During 2006,
the  Company  disposed  of its  subsidiaries  engaged in the oil and natural gas
lease and operating business.  During 2007 the Company transferred  ownership of
its shopping mall to an independent third party.

The Company  seeks to re-enter  the oil and  natural gas  industry  and in 2007,
acquired  interests in a block of oil and natural gas leases in Cleburne County,
Arkansas  covering  approximately  1,712 net acres.  We are  seeking  additional
acquisitions of leases and plan to develop the acquired acreage.


Insurance

The Company currently  maintains  property and liability  insurance  intended to
cover claims in its oil & gas  operations,  retirement  community  and corporate
operations.  The  provision  of personal  services  entails an inherent  risk of
liability compared to more institutional long-term care communities.  Retirement
communities of the type operated by the Company offer residents a greater degree
of  independence  in their daily lives.  This increased  level of  independence,
however, may subject the resident and the Company to certain risks that would be
reduced in a more  institutionalized  setting. The Company also carries property
insurance on each of its owned and leased properties, as appropriate.



                                      -4-
<PAGE>

Employees

At December 31,  2007,  the Company  employed,  in all  segments,  51 people (17
full-time  and  34   part-time).   The  Company   believes  it  maintains   good
relationships  with  its  employees.   None  of  the  Company's   employees  are
represented by a collective bargaining group.

The Company's  operations  are subject to the Fair Labor  Standards Act. Many of
the  Company's  employees  are paid at rates related to the minimum wage and any
increase in the minimum wage will result in an increase in labor costs.

Management  is  not  aware  of any  non-compliance  by the  Company  as  regards
applicable regulatory  requirements that would have a material adverse effect on
the Company's financial condition or results of operations.

Quality Assurance

In operating a retirement  community,  our  commitment  to quality  assurance is
designed  to achieve a high degree of resident  and family  member  satisfaction
with the care and  services  the Company  provides.  In addition to training and
performance  reviews of all employees,  the Company's  quality control  measures
include:

Philosophy  of  Management  -  The  Company's  philosophy  of  management  is to
demonstrate  by its actions and require  from its  employees  high  standards of
personal  integrity,  to develop a climate of openness and trust, to demonstrate
respect  for  human  dignity  in every  circumstance,  to be  supportive  in all
relationships,  to promote teamwork by involving  employees in the management of
their own work and to promote the free expression of ideas and opinions.

Regular Property  Inspections - Property  inspections are conducted by corporate
personnel.  These  inspections cover the appearance of the exterior and grounds,
the  appearance  and  cleanliness  of  the  interior,  the  professionalism  and
friendliness of staff and notes on maintenance.

Marketing

In real estate, the Company's  marketing and sales efforts are undertaken at the
local  level.  These are  intended to create  awareness  of our property and its
services  among  prospective  customers,  their  families and other key referral
sources.  The property engages in traditional types of marketing activities such
as special events,  radio spots, direct mailings,  print advertising,  signs and
yellow page advertising. These marketing activities and media advertisements are
directed to potential customers.

Government Regulation

Pacific  Pointe is not  required  to hold a state  license  for its  independent
retirement operation.

Management  is  not  aware  of any  non-compliance  by the  Company  as  regards
applicable regulatory  requirements that would have a material adverse effect on
the Company's financial condition or results of operations.

Competition

The  retirement  industry  is highly  competitive  and will  continue  to become
increasingly  competitive  in  the  future.  The  Company  competes  with  other



                                      -5-
<PAGE>

retirement  companies and numerous other companies  providing  similar long-term
care alternatives,  such as home healthcare  agencies,  community-based  service
programs and convalescent centers (nursing homes).

Available Information

The Company maintains an internet website at http://www.cabeltel.us. The Company
has available through the website,  free of charge, Annual Reports on Form 10-K,
Quarterly  Reports on Form 10-Q,  Current  Reports  on Form 8-K,  reports  filed
pursuant to Section 16 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") and amendments to those reports as soon as reasonably practicable after we
electronically  file or furnish such  materials to the  Securities  and Exchange
Commission.  In  addition,  the  Company has posted the  charters  for our Audit
Committee,  Compensation  Committee and Governance and Nominating Committee,  as
well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines
on Director  Independence and other  information on the website.  These charters
and principles  are not  incorporated  in this Report by reference.  The Company
will also provide a copy of these documents free of charge to stockholders  upon
request.   The  Company  issues  Annual  Reports  containing  audited  financial
statements to its common stockholders.

ITEM 1A. RISK FACTORS

Risks Related to the Company

The  oil &  gas  industry  is  highly  competitive.  Competition  for  leasehold
interests,  subcontractors and qualified employees are keen and we are competing
against companies that are larger,  more experienced and better capitalized than
we are.

Our governing documents contain  anti-takeover  provisions that may make it more
difficult  for a  third  party  to  acquire  control  of  us.  Our  Articles  of
Incorporation  contain  provisions  designed to  discourage  attempts to acquire
control of the Company by a merger,  tender  offer,  proxy contest or removal of
incumbent  management  without  the  approval  of our Board of  Directors.  As a
result, a transaction  which otherwise might appear to be in your best interests
as a stockholder could be delayed, deferred or prevented altogether, and you may
be  deprived  of an  opportunity  to  receive a  premium  for your  shares  over
prevailing   market  rates.   The  provisions   contained  in  our  Articles  of
Incorporation include:

     *    the requirement of an 80% vote to make, adopt, alter, amend, change or
          repeal  our  Bylaws or  certain  key  provisions  of the  Articles  of
          Incorporation  that  embody,  among other  things,  the  anti-takeover
          provisions; and

     *    the  so-called   business   combination   "control  act"  requirements
          involving the Company and a person that  beneficially owns 10% or more
          of the  outstanding  common stock except under certain  circumstances;
          and

     *    the requirement of holders of at least 80% of the  outstanding  Common
          Stock to join together to request a special meeting of stockholders.

As of March 28, 2008, a group of entities owned and controlled approximately 69%
of the Company's outstanding common stock. This group has the power to block any
attempted  change  in  control - See Item 12 -  Security  Ownership  of  Certain
Beneficial Owners and Management - Change in Control.




                                      -6-
<PAGE>

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

The Company's  principal offices are located at 1755 Wittington  Place,  Dallas,
Texas 75234 in  approximately  5,000  square feet of leased  space.  The Company
believes  its leased  space is presently  suitable,  fully  utilized and will be
adequate  for the  foreseeable  future.  The  Company's  retirement  property is
described  in  detail  beginning  on page - 3 - under  ITEM 1.  BUSINESS  and is
suitable and adequate for the purpose to which it is devoted.

ITEM 3.  LEGAL PROCEEDINGS

Chesapeake Exploration Limited Partnership and Chesapeake Operating, Inc.
-------------------------------------------------------------------------
("Chesapeake")
--------------

In January 2006 the Company entered into a joint operating agreement  evidencing
its  acquisition  of a 5% interest in two gas wells being drilled and ultimately
operated by Chesapeake.  The Company relied on the cost projections  provided by
Chesapeake to make its  investment  decision.  Subsequent to its  investment the
Company  received an invoice from  Chesapeake for $556,217  which,  according to
Chesapeake,  represents  the Company's 5% share of additional  costs incurred by
Chesapeake in drilling the wells.  The Company  believes  that these  additional
costs far exceed any  reasonable  expense  that  should  have been  incurred  in
drilling the two wells and were incurred  without  notifying the Company of such
expenses. The Company has requested an accounting of the additional expenses and
a reconciliation of the final costs to the cost estimates previously  presented.
In April  2007,  Chesapeake  filed a lawsuit  against  the Company and others in
State District Court in Tarrant County, Texas.

Management intends to vigorously defend this action. However, should the Company
not  prevail,  Source  Rock of  Arkansas,  LLC,  an entity  affiliated  with the
Company, has agreed to fully indemnify the Company for any losses it might incur
in this matter.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An Annual  Meeting of  Stockholders  was held on  December  27,  2007,  at which
meeting  stockholders  were  asked to  consider  and vote upon the  election  of
directors.  At the meeting,  stockholders  elected the following  individuals as
directors:

                                          Shares Voting

     Director                   FOR          AGAINST            ABSTAINED
Roz Campisi Beadle            591,551          12                  226
Gene S. Bertcher              591,551          12                  226
James E. Huffstickler         591,551          12                  226
Dan Locklear                  591,551          12                  226
Victor L. Lund                591,551          12                  226

There  were no broker  non-votes  in the  election  of  directors  at the annual
meeting.



                                      -7-
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The common  stock of the  Company is listed  and  traded on the  American  Stock
Exchange  ("AMEX")  using the symbol "GBR".  The following  table sets forth the
high and low sales  prices as reported in the  reporting  system of the AMEX and
other  published  financial  sources.  (All prices have been adjusted for a 2002
stock dividend and October 2003 stock split.)

                                      2007                       2006
                                High        Low            High        Low
                             ----------- ----------     ----------- ----------

        First Quarter             $5.98      $3.45           $6.10      $3.00
        Second Quarter             5.87       3.30            2.15       1.90
        Third Quarter              4.28       2.93            3.58       2.18
        Fourth Quarter             3.49       1.26            3.72       2.65

On March 20, 2008, the closing price of the Company's common stock was $1.70 per
share.  According to the Transfer Agent's records,  at March 20, 2008 our common
stock was held by 439 holders of record.

Listing Compliance

By letter dated  October 16, 2007, by facsimile  transmission  from the staff of
the AMEX, the Company received notice of intent of the AMEX to strike the Common
Stock of the  Registrant  from the AMEX for reasons  stated in the  letter.  The
Company  issued a press  release  dated  October  22,  2007 and filed a Form 8-K
Current  Report  covering the matter.  The  Company's  Information  Statement on
Schedule 14C  described the status of the  Company's  compliance  with a Plan of
Compliance which had been previously  accepted by the AMEX, that the Company had
appealed the decision and was to have an  opportunity to present its position at
a hearing  before a Listing  Qualifications  Panel in late  November  2007 which
hearing was ultimately rescheduled to a later date. Following the approval of an
Additional Listing  Application on March 12, 2008 covering the 950,000 shares of
Common Stock issued to URC Energy LLC, the Company,  on March 19, 2008, received
a notice from the AMEX advising that the appeal hearing  scheduled for March 18,
2008 had been  cancelled  based upon actions  recently  completed by the Company
allowing  the  Company  to  regain  compliance  with  AMEX's  continued  listing
standards  pursuant  to Section  1003 of the AMEX  Company  Guide.  Such  letter
specified that the receipt of $2,850,000 in cash by the Company on March 6, 2008
cured  the  Company's  financial   impairment  and  provided  the  Company  with
stockholders  equity of $4.6 million on a pro forma basis at September 30, 2007.
The staff of the AMEX has  advised the  Company  that the  Company has  regained
compliance  with Sections  1003(a)(i),  1003(a)(ii)  and 1003(a)(iv) of the AMEX
Company Guide.



                                      -8-
<PAGE>

Performance Graph

The following graph compares the cumulative total return on a $100 investment in
the Company's common stock on December 31, 2003 through December 31, 2007, based
on the Company's closing stock price on December 31 for each of those years. The
same  information  is provided  using the  Standard & Poor 500 index and the Dow
Jones Total Market Index.


                           2003     2004      2005        2006      2007
                           ----     ----      ----        ----      ----
CabelTel International
Corporation               100.00   130.64     88.38       96.67     46.40

Dow Jones US Market
Index                     100.00   141.80    148.16      168.19    175.17

S&P 500                   100.00   137.80    141.93      161.26    166.95



The Company paid no  dividends on its common stock in 2007 or 2006.  The Company
has not paid cash  dividends  on its common  stock  during at least the last ten
fiscal years and it has been the policy of the Board of Directors of the Company
to retain all earnings to pay down long-term  debt and finance future  expansion
and  development of its  businesses.  The payment of dividends,  if any, will be
determined by the Board of Directors in the future in light of  conditions  then
existing,  including the Company's financial condition and requirements,  future
prospects,  restrictions in financing agreements,  business conditions and other
factors deemed relevant by the Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

We have two stock-based equity compensation plans that have been approved by our
stockholders.  See NOTE J - STOCKHOLDERS  EQUITY for a description of the plans,
the number of shares of common stock to be issued upon  exercise of  outstanding
stock options,  the weighted average exercise price of outstanding stock options
and the number of shares of common stock remaining for future issuance under the
plans. We have no stock-based  compensation plans which were adopted without the
approval of our stockholders.



                                      -9-
<PAGE>

Purchases of Equity Securities

The Board of Directors has not  authorized  the  repurchase of any shares of its
common stock under any share repurchase program, except when stockholders owning
less than one round lot (100  shares) so  request,  the  Company  will  purchase
shares  at market  closing  on the last  trading  day  prior to  receipt  of the
certificate(s).  The Company repurchased no shares during the three months ended
December 31, 2007.


ITEM 6.  SELECTED FINANCIAL DATA

The selected  consolidated  financial data presented  below are derived from the
Company's audited financial statements.

                                                   December 31,
                                           2007       2006        2005
                                           ----       ----        ----

Operating revenue                      $  2,984    $  3,033    $  2,596
Operating expenses                        2,956       3,330       3,289
Operating profit (loss)                      28        (297)       (693)

Earnings (loss) from continuing
     operations before income
         taxes                              959       2,248        (558)
Income tax (income) expense                (270)       (437)       --

Earnings (loss) from continuing
     operations                             689       1,811        (558)

Income (loss) from discontinued
operations                                 (627)       (510)       (428)

     NET EARNINGS (LOSS)               $     62    $  1,301    $   (986)

Earnings (loss) per common
     share - basic and diluted
     Continuing operations             $   0.70    $   1.83    $  (0.57)
     Discontinued operations              (0.64)      (0.51)      (0.44)
        Net earnings (loss) per        $   0.06    $   1.32    $  (1.01)
         share
Basic weighted average
     common shares                          987         987         977

BALANCE SHEET DATA:
Total assets                           $  9,786    $  9,702    $ 20,080
Long-term debt                            6,921       6,078      13,560
Total liabilities                         7,645       7,623      19,328
Total stockholders equity              $  2,141    $  2,079    $    752





                                      -10-
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION

Overview

As of December 31, 2007, the Company leased one independent  living community in
Oregon, with a capacity of 114 residents. The Company also leased mineral rights
to 1,712 acres in the Fayetteville Shale section of Arkansas.

Since 1996,  the  Company has owned,  leased and  operated  assisted  living and
retirement  communities throughout the United States. During that period of time
the Company has both acquired and sold over seventy communities. The acquisition
and  disposition  of its real  estate  assets has been an  integral  part of the
Company's business.

During 2004 and 2005,  the  Company  anticipated  acquiring  a cable  operator -
CableTEL  AD.  For the most  part,  all of its  efforts  were  directed  to that
acquisition.  In June 2006, the  acquisition of CableTEL AD was rescinded by the
parties  and the  Company  received  a break  up fee of  $1,500,000.  After  the
rescission  of the  CableTEL  AD  acquisition  the  Company  began  seeking  new
acquisitions.

During 2006, the Company disposed of subsidiaries engaged in the oil and natural
gas leasing and  operating  business.  The  Company has  re-entered  the oil and
natural gas industry through an acquisition of interests in a significant  block
of  oil  and  natural  gas  leases  in  Cleburne   County,   Arkansas   covering
approximately  1,712 net acres which the Company  seeks to develop using various
financing sources.


Critical Accounting Policies and Estimates

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States.  Certain of the Company's  accounting policies require the
application of judgment in selecting the appropriate assumptions for calculating
financial estimates. By their nature, these judgments are subject to an inherent
degree  of  uncertainty.  These  judgments  and  estimates  are  based  upon the
Company's historical  experience,  current trends and information available from
other sources that are believed to be reasonable  under the  circumstances,  the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions.

The  Company  believes  the  following  critical  accounting  policies  are more
significant  to the  judgments  and  estimates  used in the  preparation  of its
consolidated  financial statements.  Revisions in such estimates are recorded in
the period in which the facts that give rise to the revisions become known.

The Company's allowance for doubtful accounts receivable and notes receivable is
based on an  analysis  of the risk of loss on specific  accounts.  The  analysis
places  particular  emphasis on past due  accounts.  Management  considers  such
information as the nature and age of the receivable,  the payment history of the
tenant,  customer or other debtor and the  financial  condition of the tenant or
other debtor. Management's estimate of the required allowance, which is reviewed
on a quarterly basis, is subject to revision as these factors change.



                                      -11-
<PAGE>

Deferred Tax Assets

Significant  management  judgment is required in  determining  the provision for
income taxes,  deferred tax assets and liabilities  and any valuation  allowance
recorded  against net  deferred  tax assets.  The future  recoverability  of the
Company's  net deferred tax assets is dependent  upon the  generation  of future
taxable income prior to the expiration of the loss carry  forwards.  The company
believes that it will generate  future  taxable  income to fully utilize the net
deferred tax assets.


Liquidity and Capital Resources

At December 31, 2007, the Company had current assets of $2.4 million and current
liabilities of $266,000.

On December  31, , cash and cash  equivalents  totaled  $172,000 and $324,000 in
2007 and 2006,  respectively.  CabelTel's  principal  sources  of cash have been
property  operations and proceeds from property sales of assets. At December 31,
2007 the Company  had $2.2  million  invested in short term notes with  interest
rates ranging form 8% to 8.5%.

In March 2008 we completed the sale of 950,000 shares of common stock and raised
$2,850,000 in cash. This cash was also invested in short term notes. The Company
intends to use the cash available  from its short term  investments to invest in
its future operations.

Net cash provided by (used in) continuing  operating  activities was $696,000 in
2007, ($908,000) in 2006 and $38,000 in 2005.

Net cash  provided by (used in)  investing  activities  was  $(679,000) in 2007,
($1,219,000)  in 2006 and  $3,560,000  in 2005.  In 2006,  the net cash used was
principally a cash loan to Eurenergy Resources Corporation, a related party, for
$1,377,000.  In  addition,  the Company  purchased  an interest in a gas well in
Fayetteville,  Arkansas for $118,000. In 2005, the cash provided was principally
from the sale of two assisted living facilities.

Net cash provided by (used in) financing activities was $-0- in 2007, ($204,000)
in 2006 and ($3,969,000) in 2005. In 2006, the cash used was principally for the
payment of the mortgage for the Gainesville  Outlet Mall. In 2005, the cash used
was  principally  for the repayment of the mortgage  obligations on two assisted
living facilities that were sold as well as the Gainesville Outlet Mall.

Net cash provided (used in) by  discontinued  operations was ($169,000) in 2007,
$2,005,000  in 2006 and $259,000 in 2005. In 2006 the Company sold Gaywood Oil &
Gas and received cash proceeds of  $1,737,000.  Additionally,  in 2006,  Gaywood
provided cash from operations of $268,000.



                                      -12-
<PAGE>

Results of Operations

Fiscal 2007 as Compared to Fiscal 2006

Revenues and  Operating  Expenses  from  operations  of a  retirement  facility:
Revenues  were $3.0  million as  compared to $3.0  million in 2006.  Real estate
operating  expenses,  which  consist of  retirement  operations  expense,  lease
expense and  depreciation and  amortization,  were $2.2 million in both 2007 and
2006.

Corporate General and  Administrative  Expense:  These expenses were $796,000 in
2007 and $1.1  million in 2006.  2007  includes  $29,000  for prior year  income
taxes. 2006 included  approximately  $80,000 in payroll and consulting fees that
were not  incurred  in 2007.  In  general  there  was an  overall  reduction  in
administrative  costs in the  latter  part of 2006  which has had the  effect of
lowering administrative costs in 2007

Interest  Income:  Interest  income was  $112,000 in 2007 and  $447,000 in 2006.
During 2006, the Company recorded  interest income of $307,000 from funds it had
advanced  to CableTEL AD for  operations  and  acquisitions  in  Bulgaria.  (See
interest expense below).

Interest  Expense:  Interest  expense was $73,000 in 2007 and  $486,000 in 2006.
During the first  quarter of 2006,  the  Company  recorded  interest  expense of
$307,000 on loans it made to acquire  funds  which were  provided to CableTEL AD
for operating expenses. The interest expense equaled the interest income.

Gain on sale of assets:  In November 2007, the Company sold a  participation  in
the  future  cash flow of its  retirement  community  in King  City,  Oregon and
recorded a gain of $750,000.

Other  Income  (Expense):  Other income was $142,000 in 2007 and $2.6 million in
2006. In June 2006,  the Company  rescinded its  acquisition  of CableTEL AD and
received  a break up fee of  $1,500,000  which  resulted  in net  income,  after
deducting  expenses of  $1,467,000.  In addition,  in November 2006, the Company
settled another obligation and recorded a gain on such settlement of $1,021,000.
Additionally, the Company collected certain payments on certain receivables that
were previously written off.

Discontinued  Operations:  During 2007, the Company transferred ownership of the
Gainesville Outlet Mall to an unrelated third party.

Fiscal 2006 as Compared to Fiscal 2005

Revenues and  Operating  Expenses  from  operations  of a  retirement  facility:
Revenues  were  $3.0  million  in 2006 as  compared  to $2.6  million  in  2005.
Retirement operating expenses,  which consist of retirement  operations expense,
lease expense and  depreciation and  amortization,  were $2.2 million in 2006 as
compared to $2.1 million in 2005.

Corporate General and Administrative  Expense:  These expenses were $1.1 million
in 2006 and $1.2  million in 2005.  During  2006,  the Company  reduced  certain
salary and personnel expenses that existed in 2005.

Interest  Income:  Interest  income was  $447,000 in 2006 and  $700,000 in 2005.
During 2006, the Company recorded  interest income of $314,000 from funds it had
advanced to CableTEL AD for operations and  acquisitions in Bulgaria as compared
to 515,000 in 2005. (See interest expense below).

Interest  Expense:  Interest  expense was $486,000 in 2006 and $819,000 in 2005.
During the fourth  quarter of 2004 and  continuing  through  2005,  the  Company
borrowed a total of $7,200,000  which it advanced to CableTEL AD for  operations
and acquisitions in Bulgaria.  The interest expense on this debt was $314,000 on
2006 as compared to $515,000 in 2005.



                                      -13-
<PAGE>

Other  Income  (Expense):  Other  income was $2.6 million in 2006 as compared to
$135,000  in 2005.  In June 2006,  the  Company  rescinded  its  acquisition  of
CableTEL  AD and  received a break up fee of  $1,500,000  which  resulted in net
income, after deducting expenses of $1,467,000.  In addition,  in November 2006,
the Company  settled its  obligation to Sylvia Gilley and recorded a gain on the
settlement of $1,021,000.  Additionally,  the Company collected certain payments
on certain receivables that were previously written off.

Discontinued  Operations:  During  2006,  the Company  sold Gaywood Oil and Gas.
During 2005, the Company  disposed of two assisted  living  communities in North
and South Carolina.

ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All of the Company's debt is financed at fixed rates of interest. Therefore, the
Company has minimal risk from exposure to changes in interest rates.

ITEM 8.  FINANCIAL STATEMENTS

The financial statements required by this Item begin at page 31 of this Report.

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

A review and evaluation was performed by management  under the  supervision  and
with the  participation of the Principal  Executive  Officer and Chief Financial
Officer  of  the  effectiveness  of  the  Company's   disclosure   controls  and
procedures, as required by Rule 13a-15(b) of the Securities Exchange Act of 1934
as of  December  31,  2007.  Based upon that most recent  evaluation,  which was
completed as of the end of the period  covered by this Form 10-K,  the Principal
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure controls and procedures were effective at December 31, 2007 to ensure
that  information  required to be disclosed  in reports  that the Company  files
submits  under  the  Securities  Exchange  Act of 1934 is  recorded,  processed,
summarized  and timely  reported  as  provided in the  Securities  and  Exchange
Commission  ("SEC") rules and forms. As a result of this evaluation,  there were
no  significant  changes  in  the  Company's  internal  control  over  financial
reporting  during the three months ended December 31, 2007 that have  materially
affected or are reasonably likely to materially  affect,  the Company's internal
control over financial reporting.

Management Report on Internal Control Over Financial Reporting

Management  of the  Company is  responsible  for  establishing  and  maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and  15d-15(f)  under the  Securities  Exchange  Act of 1934,  as amended,  as a
process  designed  by, or under the  supervision  of,  the  Company's  principal
executive and principal  financial officers and effected by the Company's board,
management and other  personnel to provide  reasonable  assurance  regarding the
reliability of financial  reporting and the preparation of financial  statements
for  external  purposes  in  accordance  with  accounting  principles  generally
accepted in the United  States  ("GAAP,  US") and  includes  those  policies and
procedures that:



                                      -14-
<PAGE>

     *    pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of a company; and

     *    provide  reasonable  assurance that the  transactions  are recorded as
          necessary to permit preparation of financial  statements in accordance
          with GAAP,  US and that  receipts  and  expenditures  of a company are
          being made only in accordance  with  authorizations  of management and
          directors of a company; and

     *    provide reasonable  assurance regarding prevention or timely detection
          of unauthorized acquisition,  use or disposition of a company's assets
          that could have a material effect on the financial statements.

Because  of  the  inherent   limitations  of  internal  control  over  financial
reporting,  including the  possibility of human error and the  circumvention  or
overriding of controls,  material misstatements may not be prevented or detected
on a timely basis.  Projections  of any  evaluation of  effectiveness  to future
periods are subject to the risks that controls may become inadequate  because of
changes  and  conditions  or that the  degree of  compliance  with  policies  or
procedures may deteriorate.  Accordingly, even internal controls determine to be
effective can provide only reasonable  assurance that information required to be
disclosed  in and reports  filed under the  Securities  Exchange  Act of 1934 is
recorded,  processed,   summarized  and  represented  within  the  time  periods
required.

Management of the Company has assessed the effectiveness of its internal control
over  financial  reporting at December 31, 2007.  To make this  assessment,  the
Company  used  the  criteria  for  effective  internal  control  over  financial
reporting  described in Internal Control - Integrated  Framework,  issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on this  assessment,  management of the Company believes that as of December 31,
2007, the internal control system over financial reporting met those criteria.

This  Annual  Report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

There has been no change in the  Registrant's  internal  control over  financial
reporting  during  the  quarter  ended  December  31,  2007 that has  materially
affected,  or is  reasonably  likely  to  materially  affect,  the  Registrant's
internal control over financial reporting.


ITEM 9B.  OTHER INFORMATION

Not applicable.


                                      -15-
<PAGE>

                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The affairs of the Company are managed by the Board of Directors.  The directors
are elected at the Annual Meeting of  Stockholders or appointed by the incumbent
Board and serve until the next Annual Meeting of Stockholders, until a successor
has been elected or approved, or until earlier resignation, removal or death.

It is the Board's objective that a majority of the Board consists of independent
directors.  For a  director  to be  considered  "independent",  the  Board  must
determine  that the  director  does not have any  direct  or  indirect  material
relationship with the Company. The Board has established guidelines to assist it
in  determining  director  independence,  which conform to, or are more exacting
than, the  independence  requirements  in the American  Stock  Exchange  listing
rules.  The  independence  guidelines are set forth in the Company's  "Corporate
Governance  Guidelines".  The  text of this  document  has  been  posted  on the
Company's internet website at http://www.cabeltel.us,  and is available in print
to any  stockholder  who requests it. In addition to applying these  guidelines,
the Board  will  consider  all  relevant  facts and  circumstances  in making an
independent determination.

The  Company  has  adopted a code of  conduct  that  applies  to all  directors,
officers and employees,  including our principal  executive  officer,  principal
financial officer and principal  accounting  officer.  Stockholders may find our
Code of Conduct on our internet  website address at  http://www.cabeltel.us.  We
will post any  amendments to the Code of Conduct as well as any waivers that are
required to be disclosed by the rules of the SEC or the AMEX on our website.

Our Board of  Directors  has adopted  charters for our Audit,  Compensation  and
Governance and Nominating Committees of the Board of Directors. Stockholders may
find  these   documents  on  our  website  by  going  to  the  website   address
http://www.cabeltel.us.  Stockholders  may  also  obtain a  printed  copy of the
materials referred to by contacting us at the following address:

                       CabelTel International Corporation
                            Attn: Investor Relations
                        1755 Wittington Place, Suite 340
                               Dallas, Texas 75234
                            972-407-8400 (Telephone)

The Audit  Committee of the Board of Directors is an "audit  committee"  for the
purposes of Section 3(a) (58) of the Exchange Act. The members of that Committee
are Dan Locklear (Chairman), James Huffstickler and Victor Lund. Mr. Locklear is
qualified as an "audit  committee  financial  expert"  within the meaning of SEC
regulations  and the Board has determined that he has the accounting and related
financial  management  expertise within the meaning of the listing  standards of
the AMEX. All of the members of the Audit  Committee meet the  independence  and
experience requirements of the listing standards of the AMEX.



                                      -16-
<PAGE>

All members of the Audit  Committee,  Compensation  Committee and the Governance
and Nominating  Committee must be  independent  directors.  Members of the Audit
Committee must also satisfy additional  independence  requirements which provide
(i) that they may not accept, directly or indirectly,  any consulting,  advisory
or compensatory fee from the Company or any of its subsidiaries other than their
director's  compensation  (other than in their capacity as a member of the Audit
Committee, the Board of Directors or any other Committee of the Board), and (ii)
no member of the Audit Committee may be an "affiliated person" of the Company or
any of its subsidiaries, as defined by the Securities and Exchange Commission.

The current directors of the Company are listed below, together with their ages,
terms of service,  all positions and offices with the Company,  their  principal
occupations,  business  experience and directorships with other companies during
the last five years or more. The designation "affiliated",  when used below with
respect to a director,  means that the director is an officer or employee of the
Company or one of its  subsidiaries.  The designation  "independent",  when used
below with respect to a director,  means that the director is neither an officer
of the  Company  nor a director,  officer or  employee  of a  subsidiary  of the
Company,  although  the  Company  may  have  certain  business  or  professional
relationships  with the director as discussed in ITEM 13. CERTAIN  RELATIONSHIPS
AND RELATED TRANSACTIONS.

Roz Campisi Beadle, age 52, (Independent) Director since December 2003

Ms.  Beadle is Executive  Vice  President of Unified  Housing  Foundation  and a
licensed  realtor.  She has a background in public relations and marketing.  Ms.
Beadle is also extremely  active in various civic and community  services and is
currently working with the Congressional Medal of Honor Society and on the Medal
of Honor Host City Committee in Gainesville, Texas.

Gene S. Bertcher,  age 59, (Affiliated) Director November 1989 to September 1996
and since June 1999

Mr.  Bertcher  was  elected  President  and Chief  Financial  Officer  effective
November  1,  2004.  He was  elected  Chairman  and Chief  Executive  Officer in
December 2006. Mr.  Bertcher has been Chief  Financial  Officer and Treasurer of
the Company since  November 1989 and Executive Vice President from November 1989
until  he was  elected  President  in  2003.  He has  been  a  certified  public
accountant since 1973.

James E. Huffstickler, age 65, (Independent) Director since December 2003

Mr.  Huffstickler has been Chief Financial Officer of Sunchase America,  Ltd., a
multi-state  property  management  company,  for more than five  years.  He is a
graduate  of the  University  of South  Carolina  and was  formerly  employed by
Southmark  Management,  Inc., a nationwide real estate management  company.  Mr.
Huffstickler has been a certified public accountant since 1976.

Dan Locklear, age 55, (Independent) Director since December 2003

Mr. Locklear has been Chief Financial  Officer of Sunridge  Management  Group, a
real estate  management  company,  for more than five years.  Mr.  Locklear  was
formerly  employed by  Johnstown  Management  Company,  Inc.  and  Trammel  Crow
Company.  Mr. Locklear has been a certified  public  accountant since 1981 and a



                                      -17-
<PAGE>

licensed real estate broker in the State of Texas since 1978.

Victor L. Lund, age 79, (Independent) Director since March 1996

Mr. Lund founded  Wedgwood  Retirement  Inns, Inc.  ("Wedgwood") in 1977,  which
became a wholly owned  subsidiary of the Company in 1996. For most of Wedgwood's
existence,  Mr. Lund was Chairman of the Board,  President  and Chief  Executive
Officer,  positions he held until Wedgwood was acquired by the Company. Mr. Lund
is  President  and  Chief  Executive  Officer  of  Wedgwood  Services,  Inc.,  a
construction services company not affiliated with the Company.

Board Committees

The  Board of  Directors  held six  meetings  during  2007.  For such  year,  no
incumbent  director  attended  fewer than 75% of the  aggregate of (i) the total
number of meetings  held by the Board  during the period for which he or she had
been a director, and (ii) the total number of meetings held by all Committees of
the Board on which he or she served during the period that he or she served.

The Board of Directors  has standing  Audit,  Compensation  and  Governance  and
Nominating Committees.  The Audit Committee was formed on December 12, 2003, and
its function is to review the Company's operating and accounting  procedures.  A
Charter  of the Audit  Committee  has been  adopted by the  Board.  The  current
members  of the Audit  Committee,  all of whom are  independent  within  the SEC
regulations,  the  listing  standards  of the AMEX and the  Company's  Corporate
Governance  Guidelines are Messrs.  Locklear (Chairman),  Huffstickler and Lund.
Mr. Dan Locklear is qualified as an Audit Committee  financial expert within the
meaning  of SEC  regulations,  and  the  Board  has  determined  that he has the
accounting and related financial  management expertise within the meaning of the
listing standards of the AMEX. The Audit Committee met once in 2007.

The  Governance  and  Nominating  Committee is  responsible  for  developing and
implementing  policies  and  practices  relating  to the  corporate  governance,
including  reviewing and monitoring  implementation  of the Company's  Corporate
Governance   Guidelines.   In  addition,  the  Committee  develops  and  reviews
background  information on candidates for the Board and makes recommendations to
the Board regarding such candidates.  The Committee also prepares and supervises
the Board's annual review of director  independence and the Board's  performance
and self-evaluation.  The Charter of the Governance and Nominating Committee was
adopted  on  October  20,  2004.  The  members  of  the  Committee  are  Messrs.
Huffstickler  (Chairman),  Lund and Ms.  Beadle.  The  Governance and Nominating
Committee met once in 2007.

The Board has also formed a  Compensation  Committee of the Board of  Directors,
adopted a Charter  for the  Compensation  Committee  on October  20,  2004,  and
selected Ms. Beadle (Chairman) and Messrs.  Huffstickler and Locklear as members
of that Committee. The Compensation Committee met once in 2007.

The  members  of the  Board  of  Directors  at the date of this  Report  and the
Committees of the Board on which they serve are identified below:



                                      -18-
<PAGE>

     ---------------------------------------------------------------------------
                                                 Governance and
                                     Audit         Nominating       Compensation
     Director                      Committee       Committee         Committee

     Roz Campisi Beadle                               |X|             Chairman
     Gene S. Bertcher
     James E. Huffstickler           |X|           Chairman             |X|
     Dan Locklear                 Chairman                              |X|
     Victor L. Lund                  |X|              |X|
     ---------------------------------------------------------------------------

Executive Officers

The following persons currently serve as executive officers of the Company: Gene
S. Bertcher, Chairman of the Board, President, Chief Executive Officer and Chief
Financial  Officer;  and  Oscar  Smith,  Vice  President  and  Secretary.  Their
positions  with the  Company are not  subject to a vote of  stockholders.  Their
ages,  terms of service and all  positions  and offices with the Company,  other
principal   occupations,   business  experience  and  directorships  with  other
companies  during the last five years or more are listed below.  For information
relating to Mr.  Bertcher,  see the  description  under the caption  "Directors"
above.

Oscar Smith,  age 65,  Secretary  (since December 2001),  Vice President  (since
1994)

Mr. Smith has been  Secretary of the Company  since  December  2001. He has been
Vice  President of the Company since June 1994.  Prior to joining the Company he
owned and operated a multi-unit  retail and  manufacturing  business in Norfolk,
Virginia.

In addition to the foregoing officers, the Company has other officers not listed
herein who are not considered executive officers.

Code of Ethics

The Board of Directors has adopted a code of ethics  entitled  "Code of Business
Conduct and Ethics" that applies to all directors, officers and employees of the
Company and its  subsidiaries.  In  addition,  the Company has adopted a code of
ethics entitled "Code of Ethics for Senior  Financial  Officers" that applies to
the principal executive officer,  president,  principal financial officer, chief
financial  officer,  principal  accounting  officer and controller.  The text of
these  documents  is  posted  on  the  Company's  internet  website  address  at
http://www.cabeltel.us and is available in print to any stockholder who requests
them.

Section 16(a)  Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company pursuant
to Rule  16a-3(e)  promulgated  under the  Securities  Exchange Act of 1934 (the
"Exchange Act"), or upon written  representations  received by the Company,  the
Company is not aware of any failure by any director, officer or beneficial owner
of more than 10% of the Company's  common stock to file with the  Securities and
Exchange Commission on a timely basis.



                                      -19-
<PAGE>
<TABLE>
<CAPTION>

ITEM 11.  EXECUTIVE COMPENSATION

The following  tables set forth the  compensation  in all categories paid by the
Company for services  rendered  during the fiscal years ended December 31, 2007,
2006 and 2005 by the Chief  Executive  Officer of the  Company  and to the other
executive  officers and  Directors of the Company  whose total annual  salary in
2007  exceeded  $100,000,  the number of options  granted to any of such persons
during 2007 and the value of the unexercised options held by any of such persons
on December 31, 2007.

                           SUMMARY COMPENSATION TABLE

                                                                               Change in
                                                                    Non-       Pension
                                                                    Equity     Value and
Name                                                                Incentive  Nonqualified  All
and                                                                 Plan       Deferred      Other
Principal                                         Stock    Option   Comp-      Compensation  Comp-
Position                Year    Salary    Bonus   Awards   Awards   ensation   Earnings      ensation  Total
<S>                     <C>     <C>       <C>     <C>      <C>      <C>        <C>           <C>       <C>

Gene S. Bertcher         2007  $ 186,000                                                               $  186,000
Chairman, President      2006    186,000                                                                  186,000
Chief Executive          2005    186,000                                                                  186,000
Officer
& Chief Financial
Officer





                           GRANTS OF PLAN-BASED AWARDS

                                      None

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                                      None

                        OPTION EXERCISES AND STOCK VESTED

                                      None

                                PENSION BENEFITS

                                      None

                       NONQUALIFIED DEFERRED COMPENSATION

                                      None

                              DIRECTOR COMPENSATION
                                                                    Change in
                                                                    Pension
                                                                    Value and
                                                     Non-Equity     Nonqualified
                      Fees Earned                    Incentive      Deferred
                      Or Paid in   Stock    Option   Plan           Compensation   All Other
Name                  Cash         Awards   Awards   Compensation   Earnings       Compensation  Total

Roz Campisi Beadle    $   8,500                                                                  $   8,500
Gene S. Bertcher              --                                                                          --
James E.                  8,500                                                                      8,500
Huffstickler
Dan Locklear              8,500                                                                      8,500
Victor L. Lund            8,500                                                                      8,500

</TABLE>


                                      -20-
<PAGE>

                     MANAGEMENT AND CERTAIN SECURITY HOLDERS

                                      None

Stock Option Plan

The Board of Directors  administers  the  Company's  1997 Stock Option Plan (the
"1997  Plan") and the 2000 Stock  Option Plan (the "2000  Plan"),  each of which
provide for grants of incentive and non-qualified stock options to the Company's
executive  officers,  as well as its  directors  and  other  key  employees  and
consultants.  Under the two Plans,  options are granted to provide incentives to
participants to promote  long-term  performance of the Company and specifically,
to retain and motivate  senior  management in achieving a sustained  increase in
stockholder  value.  Currently,  none of the  Plans  has a  pre-set  formula  or
criteria for determining the number of options that may be granted. The exercise
price for an option granted is determined by the Compensation  Committee,  in an
amount not less than 100% of the fair market value of the Company's common stock
on the date of grant.  The  Compensation  Committee  reviews and  evaluates  the
overall compensation package of the executive officers and determines the awards
based on the overall  performance of the Company and the individual  performance
of the  executive  officers.  The  Company's  stock plans total 50,000 shares of
common  stock  under the 1997 Plan and 50,000  shares of common  stock under the
2000 Plan. Options have been granted for all shares reserved under the 1997 Plan
and 10,000 shares for the 2000 Plan.

Compensation of Directors

The Company  pays each  non-employee  director a fee of $2,500 per year,  plus a
meeting fee of $2,000 for each board meeting attended.  Employee directors serve
without compensation.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 28, 2008,  certain  information with
respect to all stockholders  known by the company to own beneficially  more than
5% of the  outstanding  common  stock,  which is the only  outstanding  class of
securities of the Company, except for Series B Preferred Stock (the ownership of
which is  immaterial),  as well as  information  with  respect to the  Company's
common stock owned beneficially by each director and current executive officers,
whose  compensation  from the  company  in 2007  exceeded  $100,000,  and by all
directors and executive officers as a group. Unless otherwise indicated, each of
these  stockholders  has sole voting and  investment  power with  respect to the
shares beneficially owned.






                                      -21-
<PAGE>


                                                       Common Stock
                                             -----------------------------------
Name of Beneficial Owner                      No. of Shares    Percent of Class*
--------------------------------------------------------------------------------
HKS Investment Corp. (1)                           108,994           5.63%
Gene S. Bertcher(2)                                 71,811           3.71%
Roz Campisi Beadle                                     100             **
James E. Huffstickler                                    -             -
Dan Locklear                                             -             -
JRG Investment Company, Inc.(3)(5)                 156,886          8.11%
TacCo Financial, Inc.(3)(4)(6)                     228,726          11.81%
URC Energy, LLC(3)((8))                            950,000          49.05%
Syntek West, Inc. (3)((8))                         950,000          49.05%
Gene E. Phillips(3)((8))                           950,000          49.05%
International Health Products, Inc.(3)(7)            9,770             **
All  executive  officers  and  directors
as a group (six persons)                           180,905           9.33%
-----------------------
* Based on 1,936,969 shares of common stock  outstanding at January 29, 2008. **
Less than 1%.

     (1)  Consists of 108,994  shares of common  stock  owned by HKS  Investment
          Corporation  ("HKS").  According to an original  statement on Schedule
          13D dated  January  9,  2006,  the group  consists  of HKS  Investment
          Corporation,  David Hensel,  John Kellar and Marshall  Stagg,  each of
          whom are  deemed to be the  beneficial  owner of all  108,994  shares.
          Hensel is stated to be a  shareholder,  director and President of HKS;
          Kellar is a  shareholder,  director,  Vice  President and Treasurer of
          HKS; and Stagg is a shareholder, director and Secretary of HKS.
     (2)  Consists of 71,811 shares of common stock owned by Mr. Bertcher.
     (3)  Based on a Schedule  13D,  amended  March 18,  2008,  filed by each of
          these entities and by Gene E. Phillips,  an individual;  each of these
          entities owns of record the number of shares set forth for such entity
          in the table. The sole member of URC Energy,  LLC is Syntek West, Inc.
          ("SWI") which is owned by Gene E. Phillips.  The amended  Schedule 13D
          indicates that these  entities,  Mr.  Phillips,  SWI and Basic Capital
          Management,  Inc.,  collectively,  may be deemed a "Person" within the
          meaning of Section 13D of the Securities Exchange Act of 1934.
     (4)  Consists  of 228,726  shares of common  stock  (which does not include
          156,884  shares held by JRG Investment  Company,  Inc. or an option to
          40,000  shares  of  common  stock at an  exercise  price of $2.60  per
          share).
     (5)  Officers and Directors of JRG Investment  Co., Inc.  ("JRG") are J. T.
          Tackett,  Director,  President  and  Treasurer  and  E.  Wayne  Starr,
          Director,  Chairman and Chief Executive Officer. JRG is a wholly owned
          subsidiary of TacCo Financial, Inc.
     (6)  Officers  and  Directors  of TacCo  Financial,  Inc.  ("TFI") are J.T.
          Tackett, Director, Chairman and CEO; Wayne Starr, Director,  President
          and  Treasurer and R. Neil Crouch II, Vice  President  and  Secretary.
          TFI's  stock is owned by  Electrical  Networks,  Inc.  (75%) and Starr
          Investments (25%).
     (7)  Officers and Directors of International Health Products, Inc. ("IHPI")
          are R. Neil Crouch II,  Director,  President and Treasurer and Cecelia
          Maynard, Secretary. IHPI is wholly owned by a trust for the benefit of
          the wife and children of Gene E. Phillips.
     (8)  The direct owner of the 950,000  shares of common stock is URC Energy,
          LLC.  Under Rule 13d-3 of the Exchange  Act, SWI as the sole member of
          URC Energy,  LLC is deemed to be the  beneficial  owner of such shares
          and Gene E. Phillips as an officer,  director and sole owner of SWI is
          also deemed to be the beneficial owner of such shares.

Change in Control

         As of March 18, 2008,  with the delivery of a certificate  representing
950,000  shares of new Common Stock of the Company to URC Energy LLC, a "deemed"



                                      -22-
<PAGE>

change of control  occurred.  Such 950,000  shares of Common  Stock  constitutes
approximately  49.05% of the  1,969,939  shares of Common  Stock of the  Company
issued and  outstanding.  URC Energy LLC is a Nevada limited  liability  company
organized  by  Articles of  Organization  filed with the  Secretary  of State of
Nevada on October 26,  2006;  its sole  member is Syntek  West,  Inc.,  a Nevada
corporation,  one hundred percent (100%) of the issued and outstanding  stock of
Syntek West,  Inc. is owned by Gene E.  Phillips.  Such 950,000 shares of Common
Stock were issued  pursuant to the final  consummation  of a Purchase  Agreement
described in Item 13. Certain  Relationships and Related Transactions below. The
basis of control is the aggregate percentage of voting securities of the Company
which is now owned by the "Reporting Persons"  (approximately 69%) which include
URC Energy LLC at 49.05% with 950,000  shares of Common  Stock,  IHPI with 9,970
shares of Common Stock  (approximately  0.51%),  TFI holding  228,726  shares of
Common  Stock of the Company  (approximately  11.81%) and JRGIC,  a wholly owned
subsidiary  of TFI  holding  156,886  shares  of  Common  Stock  of the  Company
(approximately 8.11% of the outstanding).



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 6, 2008,  URC Energy LLC paid to the Company the sum of  $2,850,000  in
cash pursuant to the  consummation  of the  transaction  covered by that certain
Securities  Purchase Agreement effective October 19, 2007 (executed November 16,
2007)  between  the  Company  and URC  Energy  LLC (the  "Purchase  Agreement").
Pursuant to the Purchase Agreement,  URC Energy LLC purchased 950,000 new shares
of Common Stock of the Company  following the approval by consent of the holders
of 58% of the Common Stock and following the issuance to all stockholders of the
Company of a Schedule 14C  Information  Statement  mailed on February 8, 2008 to
stockholders  of record as of the close of business  of November 5, 2007.  Under
requirements  of the Exchange Act such 950,000 shares could not be issued to URC
Energy LLC until twenty-one (21) calendar days after the date of distribution of
the definitive  copies of such Information  Statement to the stockholders of the
Company  and URC  Energy  LLC was not  obligated  to pay the  purchase  price of
$2,850,000 until such time as certificates representing such 950,000 shares were
available  for  delivery.  Such  payment on March 6, 2008 was  necessary  as the
950,000  shares of Common Stock could not be issued until  approval was given by
the American Stock Exchange of an Additional Listing Application submitted March
3, 2008 by the Company  covering such 950,000 shares,  which approval was issued
on March 12, 2008. A certificate representing 950,000 shares of Common Stock was
issued to URC Energy LLC and delivered on March 18, 2008.

In October 2004, the Company issued Series J 2% Preferred Stock to acquire 74.8%
of CableTEL AD.  Certain of the holders of the Series J 2%  Preferred  Stock are
deemed to be related parties with the Company. In June 2006, the transaction was
rescinded.

The  Company,  SWI,  Gene E.  Phillips  and others are  parties to a  Rescission
Agreement  dated  June 1,  2006  which  covered  rescission  of a  October  2004
transaction  and other matters.  Pursuant to such  Rescission  Agreement,  among
other  items,  the Issuer  covenanted  that subject to its  compliance  with all
applicable  American Stock Exchange rules and federal  securities laws, it would
in the future  change its name to a name that does not include the word  "Cable"
or "Cabel." As of March 18, 2008, the covenant has not yet been  fulfilled.  The



                                      -23-
<PAGE>

Issuer in the future  should  seek to change its name to satisfy  such  covenant
and, although no express  commitment  exists with respect thereto,  it is likely
that SWI and Gene E. Phillips will support a change of the name of the Company.

Except as set forth  above,  the  Reporting  Persons do not have any  contracts,
arrangements,  understandings  or  relationships,  legal or otherwise,  with any
person with respect to any  securities of the Issuer,  including but not limited
to, transfer or voting of any of the securities,  finders' fees, joint ventures,
loan or option arrangements,  puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies.

In July 2006, the Company loaned Source Rock of Arkansas,  LLC  $1,377,000.  The
Company received a demand note with interest of 8% per annum.

In November  2007,  the Company  loaned  Prime  Income  Asset  Management,  Inc.
$630,000. The Company received a demand note with interest of 8 1/2 % per annum

In November  2007,  the Company  acquired  1,712 acres of mineral  rights in the
Fayetteville  Shale area of  Arkansas  from  Source  Rock of  Arkansas,  LLC for
$6,848,000.  The purchase price was paid by issuing a note bearing interest at 9
1/2 %, and maturing on December 31, 2010.

It is the policy of the Company  that all  transactions  between the Company and
any  officer  or  director,  or any of their  affiliates,  must be  approved  by
non-management  members of the Board of  Directors  of the  Company.  All of the
transactions described above were so approved.


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The following  table sets forth the  aggregate  fees for  professional  services
rendered to the Company for the years 2007 and 2006 by the  Company's  principal
accounting firm Farmer, Fuqua & Huff, PC:

           Type of Fees                        2007                  2006
           Audit Fees                        $27,500              $106,046
           Audit Related Fees
           Tax Fees                            7,250                 9,625
           All Other Fees

                       Total Fees            $34,450              $115,671

All services rendered by the principal auditors are permissible under applicable
laws and regulations  and were  pre-approved by either of the Board of Directors
or the Audit Committee,  as required by law. The fees paid to principal auditors
for  services  described  in the above  table fall under the  categories  listed
below:

         Audit Fees: These are fees for professional  services  performed by the
         principal  auditor  for the  audit of the  Company's  annual  financial
         statements and review of financial statements included in the Company's
         Form 10-Q filings and services that are normally provided in connection
         with statutory and regulatory filings or engagements.



                                      -24-
<PAGE>

         Audit-Related  Fees:  These are fees for assurance and related services
         performed by the principal  auditor that are reasonably  related to the
         performance  of  the  audit  or  review  of  the  Company's   financial
         statements. These services include attestation by the principal auditor
         that is not  required  by  statute  or  regulation  and  consulting  on
         financial accounting/reporting standards.

         Tax Fees:  These are fees for  professional  services  performed by the
         principal  auditor with respect to tax  compliance,  tax planning,  tax
         consultation, returns preparation and reviews of returns. The review of
         tax returns includes the Company and its consolidated subsidiaries.

         All Other Fees: These are fees for other  permissible work performed by
         the   principal   auditor  that  does  not  meet  the  above   category
         descriptions.

These  services  are  actively  monitored  (as to both  spending  level and work
content) by the Audit  Committee to maintain  the  appropriate  objectivity  and
independence  in the principal  auditor's  core work,  which is the audit of the
Company's consolidated financial statements.

Financial Information Systems Design and Implementation Fees

Farmer,  Fuqua & Huff,  P.C.  did not render any  professional  services  to the
Company  in 2007 with  respect  to  financial  information  systems  design  and
implementation.

Under  the  Sarbanes-Oxley  Act of 2002  (the "SO  Act"),  and the  rules of the
Securities and Exchange Commission (the "SEC"), the Audit Committee of the Board
of Directors is responsible for the  appointment,  compensation and oversight of
the work of the independent auditor. The purpose of the provisions of the SO Act
and the SEC rules for the Audit  Committee's  role in retaining the  independent
auditor  is  two-fold.   First,  the  authority  and   responsibility   for  the
appointment, compensation and oversight of the auditors should be with directors
who are independent of management.  Second,  any non-audit work performed by the
auditors should be reviewed and approved by these same independent  directors to
ensure that any  non-audit  services  performed by the auditor do not impair the
independence of the independent  auditor.  To implement the provisions of the SO
Act, the SEC issued rules  specifying  the types of services that an independent
auditor may not provide to its audit client, and governing the Audit Committee's
administration  of the engagement of the  independent  auditor.  As part of this
responsibility,  the Audit  Committee is required to  pre-approve  the audit and
non-audit services performed by the independent  auditor in order to assure that
they do not impair the auditor's independence.  Accordingly, the Audit Committee
has  adopted  a  pre-approval  policy  of  audit  and  non-audit  services  (the
"Policy"),  which sets forth the  procedures  and  conditions  pursuant to which
services to be  performed  by the  independent  auditor are to be  pre-approved.
Consistent  with  the  SEC  rules  establishing  two  different   approaches  to
pre-approving  non-prohibited services, the Policy of the Audit Committee covers
pre-approval   of  audit   services,   audit-related   services,   international
administration tax services,  non-U.S.  income tax compliance services,  pension
and benefit plan consulting and compliance services, and U.S. tax compliance and
planning.  At the  beginning  of each  fiscal  year,  the Audit  Committee  will
evaluate other known potential engagements of the independent auditor, including
the scope of work  proposed  to be  performed  and the  proposed  fees,  and the
approve or reject  each  service,  taking  into  account  whether  services  are
permissible  under  applicable  law and the  possible  impact of each  non-audit
service on the independent auditor's independence from management. Typically, in



                                      -25-
<PAGE>

addition to the generally  pre-approved  services,  other services would include
due  diligence  for an  acquisition  that may or may not have been  known at the
beginning of the year.  The Audit  Committee has also delegated to any member of
the Audit  Committee  designated by the Board or the financial  expert member of
the Audit Committee  responsibilities to pre-approve services to be performed by
the independent auditor not exceeding $25,000 in value or cost per engagement of
audit and non-audit services,  and such authority may only be exercised when the
Audit Committee is not in session.


























                                      -26-
<PAGE>

                                     PART IV


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)  The following documents are filed as a part of this report:

          (1)  FINANCIAL  STATEMENTS:  The following financial statements of the
               Registrant  and the  Report  of  Independent  Public  Accountants
               therein are filed as part of this Report on Form 10-K:

                  Report of Farmer, Fuqua & Huff, P.C.........................31
                  Consolidated Balance Sheets.................................32
                  Consolidated Statement of Operations........................34
                  Consolidated Statements of Cash Flows.......................35
                  Consolidated Statement of Changes in Stockholders' Equity...37
                  Notes to Consolidated Financial Statements..............- 38 -

          (2)  FINANCIAL   STATEMENT   SCHEDULES:   Other  financial   statement
               schedules have been omitted because the  information  required to
               be set forth therein is not applicable, is immaterial or is shown
               in the consolidated financial statements or notes thereto.


          (3)  EXHIBITS

The following  documents are filed as exhibits (or are incorporated by reference
as indicated) into this Report:

  Exhibit
Designation                        Exhibit Description

3.1            Articles  of  Incorporation  of  Medical  Resource  Companies  of
               America (incorporated by reference to Exhibit 3.1 to Registrant's
               Form S-4 Registration  Statement No. 333-55968 dated December 21,
               1992)

3.2            Amendment to the Articles of  Incorporation  of Medical  Resource
               Companies of America (incorporated by reference to Exhibit 3.5 to
               Registrant's Form 8-K dated April 1, 1993)

3.3            Restated  Articles of  Incorporation  of  Greenbriar  Corporation
               (incorporated by reference to Exhibit 3.1.1 to Registrant's  Form
               10-K dated December 31, 1995)



                                       27
<PAGE>

3.4            Amendment to the Articles of  Incorporation  of Medical  Resource
               Companies  of America  (incorporated  by  reference to Exhibit to
               Registrant's PRES 14-C dated February 27, 1996)

3.5            Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to
               Registrant's Form S-4 Registration  Statement No. 333-55968 dated
               December 21, 1992)

3.6            Amendment to Section 3.1 of Bylaws of Registrant  adopted October
               9,  2003   (incorporated   by  reference  to  Exhibit   3.2.1  to
               Registrant's Form S-4 Registration  Statement No. 333-55968 dated
               December 21, 1992)

3.7            Certificate of Decrease in Authorized and Issued Shares effective
               November 30, 2001  (incorporated by reference to Exhibit 2.1.7 to
               Registrant's Form 10-K dated December 31, 2002)

3.8            Certificate of Designations,  Preferences and Rights of Preferred
               Stock  dated  May 7,  1993  relating  to  Registrant's  Series  B
               Preferred  Stock  (incorporated  by reference to Exhibit 4.1.2 to
               Registrant's Form S-3 Registration  Statement No. 333-64840 dated
               June 22, 1993)

3.9            Certificate  of  Voting  Powers,  Designations,  Preferences  and
               Rights  of  Registrant's  Series F Senior  Convertible  Preferred
               Stock dated  December  31, 1997  (incorporated  by  reference  to
               Exhibit  2.2.2 of  Registrant's  Form  10-KSB for the fiscal year
               ended December 31, 1997)

3.10           Certificate  of  Voting  Powers,  Designations,  Preferences  and
               Rights of  Registrant's  Series G Senior  Non-Voting  Convertible
               Preferred  Stock  dated  December  31,  1997   (incorporated   by
               reference to Exhibit  2.2.3 of  Registrant's  Form 10-KSB for the
               fiscal year ended December 31, 1997)

3.11           Certificate of Designations  dated October 12, 2004 as filed with
               the   Secretary   of  State  of  Nevada  on  October   13,   2004
               (incorporated by reference to Exhibit 3.4 of Registrant's Current
               Report on Form 8-K for event occurring October 12, 2004)

3.12           Certificate of Amendment to Articles of  Incorporation  effective
               February 8, 2005  (incorporated  by  reference  to Exhibit 3.5 of
               Registrant's  Current  Report  on Form  8-K for  event  occurring
               February 8, 2005)

3.13           Certificate of Amendment to Articles of  Incorporation  effective
               March 21, 2007  (incorporated  by  reference  to Exhibit  3.13 of
               Registrant's Current Report on Form 8-K for event occurring March
               21, 2005)

10.1           Registrant's  1997 Stock  Option  Plan  (filed as Exhibit  4.1 to
               Registrant's  Form S-8 Registration  Statement,  Registration No.
               333-33985 and incorporated herein by this reference).

10.2           Registrant's  2000 Stock  Option  Plan  (filed as Exhibit  4.1 to
               Registrant's  Form S-8 Registration  Statement,  Registration No.
               333-50868 and incorporated herein by this reference)



                                       28
<PAGE>

10.3           Form of Umbrella Agreement between Greenbriar Corporation,  James
               R. Gilley and Jon Harder, Sunwest Management, Inc. et al

14.0           Code of Ethics for Senior  Financial  Officers  (incorporated  by
               reference to Exhibit 14.0 to  Registrant's  Annual Report on Form
               10-K for the fiscal year ended December 31, 2003)

21.1*          Subsidiaries of the Registrant

23.1*          Consent of Farmer, Fuqua & Hunt, P.C.

31.1*          Rule 13a-14(a)  Certification by Principal  Executive Officer and
               Chief Financial Officer

32.1*          Certification of Principal  Executive Officer and Chief Financial
               Officer  pursuant to 18 U.S.C.  ss.1350,  as adopted  pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002

*Filed herewith.




                                       29
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      CABELTEL INTERNATIONAL CORPORATION

March 31, 2008                        by:    /s/ Gene S. Bertcher
                                          --------------------------------------
                                          Gene S. Bertcher
                                          President and Chief Financial Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.


       Signature                      Title                                Date
       ---------                      -----                                ----
/s/ Gene S. Bertcher         President, Chairman, Principal       March 31, 2008
--------------------         Executive Officer, Chief Financial
Gene S. Bertcher             Officer and Director
                             Director
/s/ Roz Campisi Beadle                                            March 31, 2008
-------------------------
Roz Campisi Beadle

/s/ James Huffstickler       Director                             March 31, 2008
----------------------
James Huffstickler

/s/ Dan Locklear             Director                             March 31, 2008
----------------
Dan Locklear

/s/ Victor Lund                                                   March 31, 2008
------------------
                             Director
Victor Lund



                                       30
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
CabelTel International Corporation, formerly Greenbriar Corporation

We have  audited  the  accompanying  consolidated  balance  sheets  of  Cabeltel
International Corporation, formerly Greenbriar Corporation, and subsidiaries, as
of December 31,  2007,  and 2006,  and the related  consolidated  statements  of
income,  shareholders'  equity and cash flows for each of the three years in the
period ended December 31, 2007. These consolidated  financial statements are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these  consolidated  financial  statements  based on our  audits.  We
conducted  our audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material misstatement. The company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audits include  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion of the  effectiveness  of the company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial   position  of  Cabeltel
International Corporation,  formerly Greenbriar Corporation, and subsidiaries as
of December 31, 2007, and 2006, and the consolidated results of their operations
and their cash flows for each of the three  years in the period  ended  December
31, 2007 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

/s/ FARMER FUQUA & HUFF, P.C.

Plano, Texas
March 31, 2008




                                       31
<PAGE>

               CabelTel International Corporation and Subsidiaries


                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)


                                                     December 31,
                                                    2007     2006
                                                   ------   ------
Assets

Current assets

    Cash and cash equivalents                      $  172   $  324
    Note and interest receivable - related party    2,200    1,428
    Other current assets                                8       36
    Assets held for sale                             --      7,047

                          Total current assets      2,380    8,835



Investment in Mineral Rights                        6,848     --

Property and equipment, at cost
    Land and improvements                              20       20
    Buildings and improvements                        172      169
    Equipment and furnishings                         336      290
                                                   ------   ------
                                                      528      479

    Less accumulated depreciation                     397      364
                                                   ------   ------
                                                      131      115

Deferred tax asset                                    250      491

Other assets                                          177      261

Total Assets                                       $9,786   $9,702
                                                   ------   ------



        The accompanying notes are an integral part of these statements.



                                       32
<PAGE>



               CabelTel International Corporation and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                  (Amounts in thousands, except share amounts)





                                                               December 31,
                                                           --------------------
Liabilities And Stockholders' Equity                         2007        2006
Current liabilities                                        --------    --------

    Accounts payable - trade                               $     90    $    439
    Accrued expenses                                            175         124
    Liabilities held for sale                                  --         6,642
                                                           --------    --------

                      Total Current Liabilities                 265       7,205


Long-term debt - related party                                6,921        --

Other long-term liabilities                                     459         418

                                                           --------    --------

                          Total liabilities                   7,645       7,623

Stockholders' equity
    Preferred stock, Series B                                     1           1
    Common stock, $.01 par value; authorized, 100,000,000
       shares; issued and outstanding, 986,939 shares at
          December 31, 2007 and 986,953 shares at
          December 31, 2006                                      10          10
    Additional paid-in capital                               55,992      55,992
    Accumulated deficit                                     (53,862)    (53,924)
                                                           --------    --------

                                                              2,141       2,079
                                                           --------    --------

Total Liabilities & Equity                                 $  9,786    $  9,702
                                                           ========    ========



        The accompanying notes are an integral part of these statements.



                                       33
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (Amounts in thousands, except per share amounts)



                                                                    Year Ended
                                                                   December 31,
                                                          -----------------------------
                                                           2007       2006       2005
                                                          -------    -------    -------
<S>                                                       <C>        <C>        <C>

Revenue
    Real estate operations                                $ 2,984    $ 3,033    $ 2,596
                                                          -------    -------    -------

Operating expenses
    Real estate operations                                  1,315      1,300      1,167
    Lease expense                                             845        939        931
    Corporate general and administrative                      796      1,091      1,191
                                                          -------    -------    -------
                                                            2,956      3,330      3,289
                                                          -------    -------    -------

                      Operating earnings (loss)                28       (297)      (693)

Other income (expense)
    Interest income                                           112        447        700
    Interest expense                                          (73)      (486)      (819)
    Gain (loss) on sale of assets, net                        750       --          (42)
    Other income (expense), net                               142      2,584        296
                                                          -------    -------    -------
                                                              931      2,545        135
                                                          -------    -------    -------

             Earnings (loss) from continuing operations       959      2,248       (558)
          Provision for income taxes                         (270)      (437)      --
                                                          -------    -------    -------

          Net income (loss) from continuing operations        689      1,811       (558)


Discontinued operations
    Loss from operations                                     (101)      (786)      (346)
    Gain (loss) from sale of assets                          (526)       276        (82)
                                                          -------    -------    -------

       Net loss from discontinued operations                 (627)      (510)      (428)
                                                          -------    -------    -------

Net income (loss) applicable to common shares                  62      1,301       (986)
                                                          =======    =======    =======

Earnings (loss) per common share - basic and diluted
    Continuing operations                                 $  0.70    $  1.83    $ (0.57)
    Discontinued operations                                 (0.64)     (0.51)     (0.44)
                                                          -------    -------    -------
                    Net earnings (loss) per share         $  0.06    $  1.32    $ (1.01)
                                                          =======    =======    =======

Weighted average common and equivalent shares
    outstanding - basic and diluted                           987        987        977

</TABLE>

        The accompanying notes are an integral part of these statements.



                                       34
<PAGE>
<TABLE>
<CAPTION>



               CabelTel International Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)

                                                                      Year ended December 31,
                                                                2007           2006           2005
                                                               -------        -------        -------
<S>                                                            <C>            <C>            <C>

Cash flows from operating activities
   Net earnings (loss) from continuing operations              $   689        $ 1,811        $  (558)
   Adjustments to reconcile net earnings (loss) to net
      cash provided by (used in) operating activities
         Depreciation and amortization                              47             31             41
         (Gain) loss from affiliates                                           (1,500)          --
         (Gain) from settlement with Sylvia Gilley                             (1,303)          --
         (Gain) loss on sale of assets                            --             --               39
         Change in deferred tax asset                              241            670           --
         Changes in operating assets and liabilities
             Other current and non-current assets                 (44)           (339)           272
             Accounts payable and other liabilities              (184)            473            612
                                                               -------        -------        -------
     Net cash provided by (used) in operating activities          749            (157)           406


Cash flows from investing activities
   Funding of a note receivable                                   (630)        (1,377)          --
   Investment mineral rights                                      (118)          --
   Purchase of property and equipment, net                         (49)           (30)          (107)
   Net repayment of notes receivable                               306            550
   Proceeds from sale of other real estate                        --             --            1,147
   Proceeds from sale of properties                               --             --            1,910
                                                               -------        -------        -------
     Net cash provided by (used in) investing activities          (679)        (1,219)         3,500

Cash flows from financing activities
   Proceeds from common stock issuance                            --               26           --
   Funding of a note receivable
   Payments on debt                                               --             --           (3,711)
                                                               -------        -------        -------
                Net cash provided by (used in)
                     financing activities                         --               26         (3,711)

Cash flows from discontinued operations
         Cash provided by operating activities                    (222)          (713)          (307)
         Cash provided by investing activities -
             proceeds from sale                                   --            1,737           --
                                                               -------        -------        -------
         Net cash provided by (used in) discontinued
             operations                                           (222)         1,024           (307)

               Net decrease in cash
                     and cash equivalents                         (152)          (326)          (112)
Cash and cash equivalents at beginning of year                     324            650            762
                                                               -------        -------        -------

Cash and cash equivalents at end of year                       $   172        $   324        $   650

         The accompanying notes are an integral part of this statement.


                                       35
<PAGE>




                                                                           December 31,
                                                                2007           2006           2005
                                                               -------        -------        -------
Supplemental information on cash flows is as follows:

Interest paid                                                     --              380            370

Non-cash investing and financing activities:
   Notes payable dissolved under rescission                       --           (7,245)          --
   Interest payable dissolved under rescission                    --             (991)          --
   Funds due from affiliate dissolved under rescission            --            8,236           --
   Notes receivable funded under rescission                       --            1,500           --
   Notes payable cancelled under Gilley settlement                --           (2,255)          --
   Interest payable cancelled under Gilley settlement             --             (857)          --
   Notes receivable transferred to Gilleys                        --            1,809           --
   Acquisition of leases for mineral rights                     (6,848)          --             --
   Notes payable for acquisition of mineral rights               6,848           --             --


</TABLE>

         The accompanying notes are an integral part of this statement.







                                       36
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             (Amounts in thousands)



                                                                                     Series J
                                         Series B              Series J         Preferred Stock           Common
                                      Preferred stock      Preferred stock       Contra Equity            Stock
                                    ------------------    -----------------    -----------------     -----------------
                                    Shares     Amount     Shares    Amount     Shares     Amount     Shares    Amount
                                    -------    -------    -------   -------    -------    -------    -------   -------
<S>                                 <C>                   <C>                  <C>                   <C>

 Balance at December 31, 2004             1          1         32     3,150        (32)    (3,150)       977        10


         Net loss
                                    -------    -------    -------   -------    -------    -------    -------   -------

 Balance at December 31, 2005
                                          1          1         32     3,150        (32)    (3,150)       977        10
         Rescission of Series J
                  Preferred Stock                             (32)   (3,150)        32      3,150
         Exercised stock option                                                                           10       --
         Net income

                                    -------    -------    -------   -------    -------    -------    -------   -------
 Balance at December 31, 2006             1          1       --        --         --         --          987        10
         Net Income

                                    -------    -------    -------   -------    -------    -------    -------   -------
 Balance at December 31, 2007             1          1       --        --         --         --          987        10

</TABLE>


         The accompanying notes are an integral part of this statement.


                                       37
<PAGE>


               CabelTel International Corporation and Subsidiaries

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             (Amounts in thousands)




                                       Additional  Accum-
                                        paid in    ulated
                                        capital   deficit     Total
                                       -------    -------    -------

  Balance at December 31, 2004          55,966    (54,239)     1,738


          Net loss                                   (986)      (986)
                                       -------    -------    -------

  Balance at December 31, 2005
                                        55,966    (55,225)       752
          Rescission of Series J
                   Preferred Stock
          Exercised stock option            26                    26
          Net income                                1,301      1,301

                                       -------    -------    -------
  Balance at December 31, 2006          55,992    (53,924)     2,079
          Net Income                                   62         62

                                       -------    -------    -------
  Balance at December 31, 2007          55,992    (53,862)     2,141







         The accompanying notes are an integral part of this statement.












                                       38
<PAGE>

               CabelTel International Corporation and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2007

     The   accompanying    Consolidated   Financial   Statements   of   CabelTel
     International  Corporation  and  consolidated  entities  were  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America,  the most  significant of which are described in NOTE B.
     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES.  The Notes to  Consolidated
     Financial  Statements are an integral part of these Consolidated  Financial
     Statements.  The data  presented  in the  Notes to  Consolidated  Financial
     Statements are as of December 31, of each year and for the year then ended,
     unless  otherwise  indicated.  Dollar  amounts in tables are in  thousands,
     except per share amounts.

     Certain balances for 2005 and 2006 have been reclassified to conform to the
     2007 presentation.


     NOTE A - BUSINESS DESCRIPTION AND PRESENTATION

     Name Change
     -----------

     On February 10, 2005,  Greenbriar  Corporation changed its name to CabelTel
     International Corporation (which is referred throughout this report as "the
     Company" or "CIC")

     Acquisition of Leases for Mineral Interests
     -------------------------------------------

     On November 21, 2007, a wholly owned  subsidiary of CabelTel  International
     Corporation entered into an agreement with Source Rock of Arkansas,  LLC, a
     Nevada limited liability company ("SRA"),  a related party to acquire 1,712
     net acres of mineral leasehold  interests in four separate sections of land
     in the Fayetteville  Shale area of Arkansas in exchange for the issuance of
     a promissory note.  Through such arrangement,  the subsidiary also acquired
     two separate options to acquire additional leasehold acreage through August
     15,  2008.  The  Company  and its  subsidiary  intend  to,  subject  to the
     availability of funds, develop such acreage through drilling of one or more
     exploratory  wells on the  property  acquired.  The  acquisition  price was
     $4,000 per net acre payable on December 31, 2010 with  interest at 9.5% per
     annum.  The two  separate  options  to  acquire  additional  acreage  cover
     leasehold interests on 1,815 net acres and 583 net acres in the same county
     in Arkansas at the same price of $4,000 per net acre.

     Acquisition and Disposition of CableTEL AD
     ------------------------------------------

     On  October  12,  2004,  the  Company   acquired,   for  31,500  shares  of
     newly-designated  Series  J  2%  Preferred  Stock,  74.8%  of  CableTEL  AD
     ("CableTEL"),  a  Bulgarian  telecommunications  company.  The terms of the
     Acquisition  Agreement  required  the  Company to present a proposal to its
     stockholders to approve the mandatory exchange of all shares of Series J 2%
     Preferred Stock into 8,788,500 shares of common stock which, if approved by
     stockholders,  would have represented 90% of the resulting total issued and
     outstanding shares of common stock in the Company.



                                      -39-
<PAGE>

     The Acquisition  Agreement,  as amended,  provided that the stockholders of
     the Company had until June 30, 2006 to approve the  exchange of Series J 2%
     Preferred  Stock into the Company  common  stock.  If the  exchange was not
     approved by June 30, 2006,  the holders of the Series J 2% Preferred  Stock
     had the option to rescind the entire transaction.

     Until the acquisition was completed,  the financial  statements of CableTEL
     AD were not included in the Company's  consolidated  financial  statements.
     The  financial  statements  of the Company at December 31, 2005 did reflect
     the  Series  J 2%  Preferred  Stock  as well  as a  contra  equity  account
     reflecting that the transaction had not yet occurred.

     Effective  June 1, 2006,  the Company and the owners of CableTEL AD entered
     into a  Rescission  Agreement  whereby the original  Acquisition  Agreement
     dated October 12, 2004, plus all amendments, was rescinded in its entirety.

     The Company, as a "break up fee", received a $1,500,000  participation in a
     9 1/2% tax free bond.  The bond has a total face  value of  $2,406,850.  In
     June 2006, the Company  recorded  $1,467,000 as other income,  representing
     the $1,500,000, net of expenses.

     Disposition of Gaywood Oil & Gas
     --------------------------------

     Effective June 30, 2006,  the Company sold all of its membership  interests
     in the two limited  liability  companies Gaywood Oil & Gas, LLC and Gaywood
     Oil & Gas II, LLC which own oil and gas leases in Gregg and Rusk  Counties,
     Texas and on which  approximately  50  oil-producing  wells are  operating.
     These wells averaged two to three barrels of oil per day. The sale price of
     $1,737,000  was  received in cash on July 5, 2006.  The Company  recorded a
     gain on the sale of $418,000.

     Disposition of Gainesville Outlet Mall
     --------------------------------------

     Effective  December 31, 2007, the Company  transferred all its ownership in
     the Gainesville Outlet Mall and approximately 40 acres of undeveloped land.
     The mall,  which the Company  acquired in 2003,  has incurred both cash and
     accounting  losses for the past  several  years.  The  Company  recorded an
     impairment loss of $314,000 in the quarter ended March 31, 2007. Subsequent
     to March 31, 2007 the Company did not fund any cash shortfalls  incurred by
     the mall.

     Nature of Operations
     --------------------

     As of December  31,  2007,  the Company  leases and  operates a  retirement
     community in King City Oregon, with a capacity of 114 residents.



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant  accounting  policies applied in the preparation of
the accompanying consolidated financial statements follows:

Principles of Consolidation
---------------------------

The  consolidated   financial   statements  include  the  accounts  of  CabelTel
International Corporation and its majority-owned subsidiaries (collectively, the
"Company"  or "CIC")  and are  prepared  on the basis of  accounting  principles



                                      -40-
<PAGE>

generally accepted in the United States of America. All significant intercompany
transactions and accounts have been eliminated.

Depreciation
------------

Depreciation  is  provided  for in  amounts  sufficient  to  relate  the cost of
property and equipment to operations over their estimated service lives, ranging
from 3 to 40  years.  Depreciation  is  computed  by the  straight-line  method.
Depreciation expense,  included in operations expenses,  was $396,000,  $369,000
and $389,000 for 2007, 2006 and 2005, respectively.

Accounting for Leases
---------------------

Leases of property,  plant and equipment where the Company assumes substantially
all the  benefits  and risks of  ownership  are  classified  as finance  leases.
Finance leases are capitalized at the estimated  present value of the underlying
lease  payments.  Each lease  payment is  allocated  between the  liability  and
finance  charges  so as to  achieve  a  constant  rate  on the  finance  balance
outstanding.  The corresponding rental obligations,  net of finance charges, are
included in other long-term payables. The interest element of the finance charge
is charged to the income  statement over the lease period.  Property,  plant and
equipment  acquired under finance  leasing  contracts are  depreciated  over the
useful life of the asset.

Leases  of assets  under  which all the risks  and  benefits  of  ownership  are
effectively retained by the lessor are classified as operating leases.  Payments
made  under  operating   leases  are  charged  to  the  income  statement  on  a
straight-line  basis over the period of the lease.  When an  operating  lease is
terminated before the lease period has expired,  any payment required to be made
to the  lessor by way of penalty  is  recognized  as an expense in the period in
which termination takes place.

Revenue Recognition
-------------------

Rental income for commercial  property  leases is recognized on a  straight-line
basis over the respective  lease terms.  Rental income for residential  property
leases is recorded when due from  residents  and is recognized  monthly as it is
earned, which is not materially different than on a straight-line basis as lease
terms are generally for periods of one year or less.

Use of Estimates
----------------

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenues and  expenses  during the  reporting
period. Actual results could differ from those estimates.

Cash Equivalents
----------------

The Company considers all short-term  deposits and money market investments with
a maturity of less than three months to be cash equivalents.



                                      -41-
<PAGE>


Other Intangible Assets
-----------------------

The cost of  acquired  patents,  trademarks  and  licenses  is  capitalized  and
amortized using the  straight-line  method over their useful lives. The carrying
amount of each intangible asset is reviewed  annually and adjusted for permanent
impairment where it is considered necessary.

Impairment of Notes Receivable
------------------------------

Notes  receivable  are  identified as impaired when it is probable that interest
and principal will not be collected  according to the  contractual  terms of the
note  agreements.  The accrual of interest is discontinued on such notes, and no
income is  recognized  until all past due amounts of principal  and interest are
recovered in full.

Impairment of Long-Lived Assets
-------------------------------

The Company reviews its long-lived assets and certain  identifiable  intangibles
for  impairment  when  events or  changes  in  circumstances  indicate  that the
carrying   amount  of  the  assets  may  not  be   recoverable.   In   reviewing
recoverability,  the Company  estimates the future cash flows expected to result
from use of the  assets  and  eventually  disposing  of them.  If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the carrying amount of the asset, an impairment loss is recognized based on
the asset's fair value.

The  Company  determines  the fair value of assets to be disposed of and records
the asset at the lower of fair  value less  disposal  costs or  carrying  value.
Assets are not depreciated while held for disposal.

Stock Options
-------------

The Company  follows  Statement of Financial  Accounting  Standards No.  123(R),
"Share-Based  Payment"  ("SFAS 123R") for its stock options.  The effect of SFAS
123R is immaterial to the Company's financial statements.

Sales of Real Estate
--------------------

Gains on  sales  of real  estate  are  recognized  to the  extent  permitted  by
Statement of Financial  Accounting  Standards No. 66,  "Accounting  for Sales of
Real Estate" ("SFAS No. 66").  Until the  requirements  of SFAS No. 66 have been
met for full profit  recognition,  sales are accounted for by the installment or
cost recovery method, whichever is appropriate.



                                      -42-
<PAGE>

Real Estate Held for Sale
-------------------------

Statement of Financial  Accounting  Standards No. 144, ("SFAS No. 144") requires
that  properties  held for sale be reported  at the lower of carrying  amount or
fair value  less costs of sale.  If a  reduction  in a held for sale  property's
carrying  amount to fair value less costs of sale is required,  a provision  for
loss is recognized by a charge against earnings.  Subsequent  revisions,  either
upward or  downward,  to a held for sale  property's  estimated  fair value less
costs of sale are recorded as an adjustment to the property's  carrying  amount,
but not in excess of the property's  carrying amount when originally  classified
as held for sale.  A  corresponding  charge  against  or credit to  earnings  is
recognized. Properties held for sale are not depreciated.

Recent Accounting Pronouncements

In February 2006, the FASB issued  Statement of Financial  Accounting  Standards
No. 155, "Accounting for Certain Hybrid Financial  Instruments--an  Amendment of
FASB  Statements No. 133 and 140" ("SFAS No. 155").  The purpose of SFAS No. 155
is to simplify  the  accounting  for certain  hybrid  financial  instruments  by
permitting fair value  re-measurement  for any hybrid financial  instrument that
contains an embedded derivative that otherwise would require  bifurcation.  SFAS
No. 155 is effective for all financial  instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006.
We do not expect the  adoption of SFAS No. 155 to have a material  impact on our
cash flows, results of operations, financial position or liquidity.

In March 2006, the FASB issued Statement of Financial  Accounting  Standards No.
156,  "Accounting  for  Servicing  of  Financial  Assets--an  Amendment  of FASB
Statement  No. 140" ("SFAS No.  156").  SFAS No. 156 requires  recognition  of a
servicing  asset or a  servicing  liability  each time an entity  undertakes  an
obligation to service a financial  asset by entering into a servicing  contract.
SFAS No. 156 also requires that all separately  recognized  servicing assets and
servicing  liabilities  be  initially  measured  at fair value and  subsequently
measured at fair value at each reporting  date.  SFAS No. 156 is effective as of
the beginning of an entity's  first fiscal year that begins after  September 15,
2006. We do not expect the adoption of SFAS No. 156 to have a material impact on
our cash flows, results of operations, financial position or liquidity.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes,  an  Interpretation  of FASB Statement No. 109" ("FIN No. 48").
FIN No. 48 clarifies the accounting for  uncertainty in income taxes  recognized
in a company's financial  statements and prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or expected to be taken in a tax return.  FIN No. 48 also
provides  guidance  on  description,  classification,  interest  and  penalties,
accounting  in  interim  periods,  disclosure  and  transition.  FIN  No.  48 is
effective for fiscal years  beginning  after December 15, 2006. We do not expect
the adoption of FIN No. 48 to have a material impact on our cash flows,  results
of operations, financial position or liquidity.



                                      -43-
<PAGE>

In  September  2006,  the  Securities  and  Exchange   Commission  issued  Staff
Accounting   Bulletin   No.  108,   "Considering   the  Effects  of  Prior  Year
Misstatements   When   Quantifying   Misstatements  in  Current  Year  Financial
Statements"  ("SAB No. 108"). SAB 108 provides  guidance on the consideration of
the  effects  of  prior  period   misstatements  in  quantifying   current  year
misstatements for the purpose of a materiality assessment.  SAB 108 requires the
quantification of financial statement  misstatements based on the effects of the
misstatements  on each of the  company's  financial  statements  and the related
financial statement disclosures. This model is commonly referred to as the "dual
approach"  because  it  requires  quantification  of errors  under both the iron
curtain and the roll-over methods. The roll-over method focuses primarily on the
impact of a misstatement on the income statement--including the reversing effect
of  prior  year  misstatements--but  its use can  lead  to the  accumulation  of
misstatements in the balance sheet. The iron-curtain method focuses primarily on
the effect of correcting the period-end  balance sheet with less emphasis on the
reversing  effects of prior year  errors on the  income  statement.  SAB 108 was
effective for financial  statements  for fiscal years ending after  November 15,
2006. The adoption of SAB 108 did not have a material  impact on our cash flows,
results of operations, financial position or liquidity.

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
No. 157, "Fair Value  Measurements"  ("SFAS No. 157"). The new FASB rule defines
fair  value,  establishes  a framework  for  measuring  fair value in  generally
accepted  accounting  principles,  or GAAP, and expands  disclosures  about fair
value measurements.  The statement is effective for financial  statements issued
for fiscal years  beginning  after November 15, 2007, and interim periods within
those fiscal  years.  We are  currently  evaluating  the impact,  if any, to our
financial condition or results of operations from the adoption of SFAS No. 157.

NOTE C - SHORT TERM NOTE RECEIVABLE - RELATED PARTY

In July 2006,  the Company made an unsecured  $1,377,000  loan to Source Rock of
Arkansas,  LLC (a company that is 20% owned by an entity deemed to be related to
CabelTel).  The  loan  has an  annual  interest  rate of 8% with  principal  and
interest  payable within 30 days after demand,  and if not sooner  demanded,  on
July 17, 2007.  Effective July 17, 2007 the existing  accrued interest was added
to the principal  balance,  which increased the principal balance to $1,487,160,
and the  maturity  date was extended to July,  17, 2009.  All other terms of the
note remain the same.

On November  20, 2007 the company  made a $630,000  loan to Prime  Income  Asset
Management,  Inc. The loan has an annual interest rate of 8 1/2 % with principal
and interest payable within 30 days after demand.

NOTE D - LONG TERM NOTES RECEIVABLE

As a result of the sale of a property in 2001,  the Company  holds a  tax-exempt
note in the amount of $830,000,  bearing  interest at 9.5%.  The note matures on
August 1, 2031. The repayment of the note and interest thereon is limited to the
cash flow of the  property  either from  operations,  refinancing  or sale.  The
Company has deferred gains in the amount of $521,000 as well as unpaid  interest
due. The Company has been recognizing income when cash is received.

As a result of the  CableTEL  AD  rescission,  the  Company  holds a  $1,500,000
participation  in a tax-exempt  note with a face amount of  $2,406,000,  bearing
interest at 9.5%. The note matures on August 20, 2037. The repayment of the note
and interest  thereon has been  limited to the cash flow of the property  either
from operations, refinancing or sale.

In November 2006 the Company  settled an obligation to Sylvia Gilley,  wife of a
former CEO of the Company,  and, as part of that  settlement,  the $830,000 note
and the $1,500,000  participation discussed above were assigned to Mrs. Gilley -
see Note F - Notes Payable.

                                      -44-
<PAGE>

As a result of the  CableTEL  AD  rescission,  the  Company  holds a  $1,500,000
participation  in a tax-exempt  note with a face amount of  $2,406,000,  bearing
interest at 9.5%.  The note  matures on August 20,  2037.  The  repayment of the
notes and interest  thereon is limited to the cash flow of the  property  either
from operations, refinancing or sale.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following  methods and  assumptions  were used to estimate the fair value of
each class of  financial  instruments  for which it is  practicable  to estimate
values at December 31, 2007 and 2006:

Cash and cash equivalents - The carrying amount  approximates fair value because
of the short maturity of these instruments.

Long-term  debt - The fair value of the  Company's  long-term  debt is estimated
based on market  rates for the same or similar  issues.  The  carrying  value of
long-term debt approximates its fair value.

Notes  receivable  - The fair  value of the note  receivable  from an  affiliate
partnership is estimated to approximate  fair value based on its short maturity.
It is not practical to estimate the fair value of notes  receivable from sale of
properties  because no quoted  market  exists and there are no  comparable  debt
instruments to provide a basis for valuation.

NOTE F - NOTES PAYABLE

LONG TERM DEBT

    Long-term debt is comprised of the following (in thousands):

                                                    2007               2006
                                                 ------------      -------------
              Note payable to Source Rock of     $    6,921        $        --
              Arkansas, LLC, a related party,
              and accrued interest at 9.5% per
              annum

                   Less current maturities                --                 --

                                                 ============      =============
                                                 $    6,921        $        --
                                                 ============      =============

    Aggregate annual principal maturities of long-term debt at December 31, 2007
are as follows (in thousands):

         2008                             --
         2009                             --
         2010                           6,921
         2011                             --
         2012                             --
         Thereafter                       --
                                  ---------------

                                  $     6,921
                                  ===============



                                      -45-
<PAGE>

In November 2002, the Company converted an existing obligation to Sylvia Gilley,
the wife of the former CEO, into a note for $2,255,000 with interest accruing at
10% per year.  At November 30, 2006,  the total  obligation to Sylvia Gilley was
$3,112,148.  The Company and Mrs.  Gilley have  negotiated a settlement  whereby
Mrs. Gilley will agree to cancel the obligation owed to her in exchange for:

     o    The transfer of two notes receivable from third parties currently held
          by the  Company.  At November 30, 2006 these notes had a book value of
          $1,809,000 (see NOTE D - Long Term Notes Receivable)

     o    10% of the cash flow from Pacific Pointe, a retirement facility leased
          by the Company, for as long as the Company holds the lease; and

     o    Interest received from the notes since June 2006.

The  transaction  resulted  in  the  Company  being  relieved  of  a  $3,112,148
obligation  and,  based upon the value of the assets  provided  to Mrs.  Gilley,
recording a gain of  $1,034,000,  which has been  reflected  as other  income in
2006.


NOTE G - OPERATING LEASES

The Company leases a retirement  community under an operating lease in which the
basic term expires December 31, 2011, and has operating leases for equipment and
office space. The leases generally  provide that the Company pay property taxes,
insurance and maintenance.

Future  minimum  payments  following  December  31,  2007  are  as  follows  (in
thousands):

           2008                             931
           2009                             948
           2010                             965
           2011                             983
                                    -----------

                                    $     3,827

Lease  expense  in 2007,  2006 and 2005 was  $923,000,  $939,000  and  $932,000,
respectively.



                                      -46-
<PAGE>
<TABLE>
<CAPTION>

NOTE H - EARNINGS PER SHARE

The following  table sets forth the  computations of pro forma basic and diluted
earnings per share from  continuing  operations (in thousands,  except per share
data):

                                                                    Year ended December 31,
                                                             2007           2006           2005
                                                          ---------      ---------      ---------
<S>                                                       <C>            <C>            <C>

   Numerator:
     Net income (loss) from continuing operations         $     689      $   1,811      $    (558)
     Net income (loss) from discontinued operations            (627)          (510)          (428)

   Denominator:
     Shares used in basic earnings per share
       calculation                                              987            987            977

   Effect of diluted securities:
     Employee stock options                                    --             --             --

   Pro forma basic earnings per share from
     continuing operations                                $    0.70      $    1.83      $   (0.57)
   Pro forma basic earnings per share from
     discontinued operations                                  (0.64)         (0.51)         (0.44)

   Pro forma diluted earnings per share                   $    0.06      $    1.32      $   (1.01)

     Shares used in diluted earnings per share
       calculations                                             987            987            977

</TABLE>






                                      -47-
<PAGE>
<TABLE>
<CAPTION>

NOTE I - INCOME TAXES

At December  31,  2007,  the Company had net  operating  loss carry  forwards of
approximately $19,800,000, which expire between 2012 and 2024.


Deferred tax assets and liabilities were comprised of the following (in thousands):
                                                                                     Year ended
                                                                                    December 31,
                                                                               2007               2006
                                                                         -------------      -------------
<S>                                                                      <C>                <C>

Deferred tax assets:
     Net operating loss carry forwards                                   $       7,343      $       7,363
     Alternative minimum tax carry forwards                                        324                324
     Other                                                                         496                496
                                                                         -------------      -------------
     Total deferred tax assets                                                   8,163              8,183
Valuation allowance                                                              (7913)            (7,692)
                                                                         --------------     --------------

     Net deferred tax asset                                              $         250      $         491
                                                                         =============      =============

Tax computed at the federal statutory rate of 34% (in thousands):
                                                                                               Year ended
                                                                                              December 31,
                                                                               2007               2006               2005
                                                                         ---------------    ---------------   ---------------
Federal income tax expense (benefit) at the statutory rate               $          270     $          670    $         (331)
Change in deferred tax asset valuation allowance,
     attributable to continuing operations                                         (270)              (670)             (331)
                                                                         ---------------    ---------------   ---------------



Federal income tax expense                                                $          --      $           --     $           --
                                                                         ===============     ===============    ===============

</TABLE>
<TABLE>
<CAPTION>

     Changes in the deferred tax  valuation  allowance  result from  assessments
     made  by the  Company  each  year of its  expected  future  taxable  income
     available to absorb its carry  forwards.  The Company  believes  that it is
     more likely than not that the net  deferred tax asset at December 31, 2007,
     of $250,000  will be  realized.  However,  this  evaluation  is  inherently
     subjective as it requires  estimates  that are  susceptible  to significant
     revision as more information becomes available.  Accordingly,  the ultimate
     realization  of the net  deferred tax asset could be less than the carrying
     amount.

     NOTE J - STOCKHOLDERS' EQUITY

     Outstanding Preferred Stock
     ---------------------------

     Preferred stock consists of the following (amounts in thousands):                  Year Ended
                                                                                       December 31,
                                                                                       2007           2006
                                                                                 -----------    -----------
<S>                                                                              <C>            <C>



                                                                                          1              1
     Series B convertible  preferred stock, $10 par value,  liquidation value of -----------    -----------
     $100, authorized 100 shares, issued and outstanding one share
</TABLE>



                                      -48-
<PAGE>


The Series B preferred  stock has a  liquidation  value of $100 per share and is
convertible  into common stock over a ten-year period at prices  escalating from
$500 per share in 1993 to $1,111 per share by 2002. The right to convert expired
April 30,  2003.  Dividends  at a rate of 6% are  payable  in cash or  preferred
shares at the option of the Company.

Stock Options

In 1997,  the Company  established a long-term  incentive plan (the "1997 Plan")
for the benefit of certain key employees. Options granted to employees under the
1997 Plan become  exercisable over a period as determined by the Company and may
be  exercised  up to a maximum  of 5 years  from  date of  grant.  The 1997 Plan
allowed up to 50,000  shares of the  Company's  common  stock to be reserved for
issuance.  In 2000, the Company adopted the 2000 Stock Option Plan,  under which
up to 50,000 shares of the Company's common stock are reserved for issuance.

The  Company   granted  options  to  two  officers  during  1996  through  2001,
aggregating 80,000 shares not covered by either plan. These options were granted
at market, were exercisable immediately and expire 10 years from date of grant.


Information with respect to stock option activity is as follows:


                                                                  Weighted
                                                                  average
                                                                  exercise
                                                 Shares            price
                                              ------------    --------------

Outstanding December 31, 2005                    60,000         $ 2.60
         Exercised                              (10,000)          2.60
         Cancelled                                   --

Outstanding December 31, 2006                    50,000         $ 2.60

Outstanding December 31, 2007                    50,000         $ 2.60

Additional  information about stock options  outstanding at December 31, 2007 is
summarized as follows:

                            Options outstanding and exercisable
                                           Weighted Average
                               Number         Remaining         Weighted average
Range of exercise price     Outstanding    contractual life     exercise price
                            ------------   ----------------     --------------
     $      2.60                 50,000             1.0              $2.60




                                      -49-
<PAGE>
<TABLE>
<CAPTION>

NOTE K - GAIN (LOSS) ON SALE OF ASSETS

The Company leases and operates the Pacific Pointe  Retirement Inn in King City,
Oregon.  On November 16, 2007 the Company sold, to an unrelated  third party,  a
portion of its future cash flow from its Retirement  Center in Oregon for a cash
payment of $750,000. More specifically the Company sold 25% of the cash flow for
the 60 month period ending  November 2012. For the period  December 2012 through
December  2022 the buyer will  receive 10% of the cash flow from the  retirement
center.


NOTE L - OTHER INCOME (EXPENSE)

Other income (expense) consists of the following: (amounts in thousands)

                                                                          Year ended December 31,
                                                                    2007            2006            2005
                                                                   ------          ------          ------
<S>                                                                <C>             <C>             <C>

Breakup fee upon the rescission of the Cabeltel
AD acquisition                                                     $ --            $1,467          $ --
                                                                   ------          ------          ------
Gain from the settlement with Sylvia Gilley                          --             1,034            --
                                                                   ------          ------          ------
Collection of previously deferred receivables                        --                61             145
                                                                   ------          ------          ------
Other                                                                 142              22             151
                                                                   ------          ------          ------

                                                                   $  142          $2,584          $  296
                                                                   ======          ======          ======

</TABLE>

NOTE M - DISCONTINUED OPERATIONS AND SALES OF REAL ESTATE

In October 2001, the Financial  Accounting  Standards  Board (the "FASB") issued
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of  Long-Lived  Assets"  ("SFAS No.  144").  SFAS No. 144
supersedes FASB Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("SFAS No. 121") and the accounting  and reporting  provisions for disposals
of a segment of a business as addressed in Accounting  Principles  Board Opinion
No.30, "Reporting the Results of Operations-Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and  Transactions"  ("APB  Opinion No. 30").  SFAS No. 144  establishes a
single  accounting  model for  long-lived  assets to be  disposed of by sale and
addresses various  implementation issues of SFAS No. 121. In addition,  SFAS No.
144 extends the reporting  requirements  of  discontinued  operations to include
components  of an entity that has either been  disposed of or is  classified  as
held for sale. The Company adopted SFAS No. 144 as of January 1, 2002.

During  2004,  the Company  disposed of an assisted  living  community  in North
Carolina  and entered  into a contract to sell an assisted  living  community in
South Carolina. The operations of these two facilities have been reflected as an
assets held for sale. Revenue for the two properties was $841,000,  in 2004. The
net loss for the two properties was $184,000 in 2004.



                                      -50-
<PAGE>

The South Carolina facility was sold in May 2005.  Revenue and net loss for 2005
were $40,610 and $11,640, respectively.

Effective June 30, 2006, the Company sold all of its membership interests in two
limited  liability  companies,  Gaywood Oil & Gas, LLC and Gaywood Oil & Gas II,
LLC ("Gaywood"),  which own oil and gas leases in Gregg and Rusk Counties, Texas
and on which approximately 50 oil-producing wells are operating. These are wells
averaging two to three barrels of oil per day. The sale price of $1,737,000  was
received  in cash on July 5, 2006.  The Company  recorded a pre-tax  gain on the
sale of  $418,000.  The  operation of Gaywood and the gain on the sale have been
reflected as a discontinued operation in 2006 and prior years.

During 2007, the Company transferred ownership of the Gainesville Outlet Mall to
an unrelated third party.

The following  table shows  discontinued  operations  detail for 2007,  2006 and
2005, respectively (amounts in thousands).

                                                 December 31,
                                         2007       2006       2005
                                        -------    -------    -------
Revenue
 Oil & gas operations                      --      $   995    $ 1,723
 Outlet mall                               --        1,235      1,501
 Other                                     --         --           41
                                        -------    -------    -------

                                                     2,230      3,265
Operating expenses
 Oil and gas operating expenses            --          674      1,245
 Outlet mall                               (101)     1,760      1,486
 Depreciation and amortization             --           53        473
 Corporate general and administrative      --         --         --
                                        -------    -------    -------

                                           (101)     2,487      3,204

Operating income                           (101)      (257)        64

Other income (expense)
 Interest expense                          --         --         (398)
 Gain (Loss) on sale of assets             (526)      --          (82)
 Other                                     --         --           (9)
                                        -------    -------    -------

                                           (526)      --         (489)

Earnings before income tax                 (627)      (257)      (428)

 Income tax                                --         (253)      --

       Net earnings                     $  (627)   $  (510)   $  (428)
                                        =======    =======    =======



                                      -51-
<PAGE>
<TABLE>
<CAPTION>

NOTE N - CONTINGENCIES

Chesapeake  Exploration  Limited  Partnership  and  Chesapeake  Operating,  Inc.
--------------------------------------------------------------------------------
("Chesapeake")
--------------

In January 2006, the Company entered into a joint operating agreement evidencing
its  acquisition  of a 5% interest in two gas wells being drilled and ultimately
operated by Chesapeake.  The Company relied on the cost projections  provided by
Chesapeake to make its  investment  decision.  Subsequent to its  investment the
Company  received an invoice from  Chesapeake for $556,217  which,  according to
Chesapeake,  represents  the Company's 5% share of additional  costs incurred by
Chesapeake in drilling the wells.  The Company  believes  that these  additional
costs far exceed any  reasonable  expense  that  should  have been  incurred  in
drilling the two wells and were incurred  without  notifying the Company of such
expenses. The Company has requested an accounting of the additional expenses and
a reconciliation of the final costs to the cost estimates previously  presented.
In April  2007,  Chesapeake  filed a lawsuit  against  the Company and others in
State District Court in Tarrant County, Texas.


Management intends to vigorously defend this action. However, should the Company
not  prevail,  Source  Rock of  Arkansas,  LLC,  an entity  affiliated  with the
Company, has agreed to fully indemnify the Company for any losses it might incur
in this matter.

Other

The  Company  has been named as a defendant  in other  lawsuits in the  ordinary
course of business.  Management  is of the opinion that these  lawsuits will not
have a material effect on the financial condition, results of operations or cash
flows of the Company.


NOTE O - QUARTERLY DATA (UNAUDITED)

The table below reflects the Company's  selected  quarterly  information for the
years  ended  December  31,  2007 and  2006.  Certain  2006  amounts  have  been
reclassified to conform to the current presentation of discontinued  operations.
All amounts shown are in thousands.

                                                         First           Second            Third            Fourth
                 Year ended December 31, 2007           Quarter          Quarter          Quarter           Quarter
                                                        -------          -------          -------           -------
<S>                                                     <C>              <C>              <C>               <C>

Revenue                                                $   721          $   761          $   751          $   751
Operating (expense)                                       (560)            (543)            (526)            (531)
Corporate general and administrative expense              (209)            (251)            (225)            (111)
Other income (expense) net                                  94               27              105              705
Provision for income taxes                                --               --               --               (270)
Net income (loss) from continuing operations                46               (6)             105              544
Gain (loss) from discontinued operations                  (627)            --               --               --
Income (loss) allocable to common shareholders            (581)              (6)             105              544
Income (loss) per common share -
         basic and diluted                               (0.59)           (0.01)            0.11             0.55



                                      -52-
<PAGE>

                 Year ended December 31, 2006            First           Second            Third            Fourth
                                                        Quarter          Quarter          Quarter           Quarter
                                                        -------          -------          -------           -------

Revenue                                                $   777          $   682          $   708          $   866
Operating (expense)                                       (607)            (546)            (546)            (540)
Corporate general and administrative expense              (348)            (249)            (202)            (292)
Other income (expense) net                                 (37)           1,995              302              285
Net income (loss) from continuing operations              (215)           1,882              262              319
Provision for income taxes                                --               (233)            --               (204)
Gain (loss) from discontinued operations                   (83)             383             (390)            (420)
Income (loss) allocable to common shareholders            (298)           2,032             (128)            (305)
Income (loss) per common share -
         basic and diluted                             $ (0.31)         $  2.08          $ (0.14)         $ (0.31)

</TABLE>

NOTE P - SUBSEQUENT EVENT

Sale of Common Stock

On March 18, 2008,  the Company  completed the sale of 950,000 newly  registered
shares of its common  stock to URC Energy,  LLC.  ("URC") for $3.00 per share or
$2,850,000.  This brought total shares of common stock  outstanding to 1,969,939
shares and gave URC 49.05% of the  outstanding  shares of the  Company's  common
stock. URC is a related party. As a group related parties control  approximately
69% of the Company's issued and outstanding common stock.









                                      -53-
<PAGE>