FORM 10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ~~Washington, D. C.~~

WASHINGTON, D.C. 20549 ~~FORM 10-Q/A (Mark One) [X]~~


þ		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED MARCH 31, 2005


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

FOR THE TRANSITION PERIOD FROM TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2003 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission ~~file number 0-8187 Greenbriar Corporation (Exact name~~File Number 000-08187

CABELTEL INTERNATIONAL CORPORATION

(Exact Name of Registrant as ~~specified~~Specified in its charter) Nevada 75-2399477 (State or other jurisdiction of (IRS Employer Incorporation or organization) Identification No.) 14185 Dallas Parkway, Suite 650, Its Charter)


Nevada		75-2399477

(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Dallas, Texas ~~75254 (Address~~

(Address of principal executive offices) ~~(Zip~~

1755 Wittington Place, Suite 340

75234

(Zip Code) ~~Registrant's~~

(972) 407-8400

(Registrant’s telephone number, including area code: (972) 407-8400 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- Common Stock, $.01 par value American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Nonecode)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the ~~issuer~~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 ~~past~~preceding 12 months (or for such shorter period that the ~~issuer~~Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~YES [X] NO [ ] At November 3, 2003,~~Yesx. No¨.

Indicate by check mark whether the ~~issuer had~~registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yeso. Nox.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso. Nox.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yeso. Noo.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding ~~approximately 703,000 shares~~ of each of the issuer’s classes of Common Stock, as of the latest practicable date.


Common Stock, $.01 par value (Class)		977,000 (Outstanding at April 30, 2005)

AMENDMENT NO. 1 TO
FORM 10-Q QUARTERLY REPORT FOR
CABELTEL INTERNATIONAL CORPORATION
FOR THE FISCAL QUARTER ENDED MARCH 31, 2005

The undersigned Registrant hereby amends the following items, exhibits, or other portions of its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, as set forth below and as reflected in the substituted pages attached hereto which replace the same numbered pages in the original filing.

As a preface to the identification below, the entirety of the Report has been amended to reflect an acquisition of two U.S. entities which are not consolidated into the Company but are maintained in a separate basis. This change was necessitated by certain comments by the Staff of the Securities and Exchange Commission (the “SEC”), which resulted in an appeal to the Office of the Chief Accountant of the SEC. On October 25, 2005, the Office of the Chief Accountant of the SEC provided its determination of the appeal with respect to certain accounting treatment. The appeal was the result of an initial determination and comment by the Staff of the SEC during May 2005, that, in this very unique set of circumstances and in the opinion of the Staff, reverse acquisition accounting treatment may not have been the proper treatment. Management has determined based upon discussions with the Office of the Chief Accountant during such appeal that while the overall acquisition and other contingent aspects of the transaction are a single transaction, the appropriate accounting treatment at this time is recordation of the issuance of the Preferred Stock together with a recordation of a “contra asset” in the same amount for the value ~~$.01 Common Stock.~~ ~~GREENBRIAR~~of the two U.S. corporations and CableTEL AD. The result is that Management of the Company filed a Form 8-K Current Report for event noted October 25, 2005, under Item 4.02, which of necessity requires certain changes in the Annual Report on Form 10-K and the Quarterly Report on Form 10-Q to cover such treatment. This document includes items which are changed are as follows:

	•		Page 4, Item 1 — Financial Statements

	•		Page 11, Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

	•		Page 14, Item 3 — Quantitative and Qualitative Disclosures About Market Risk

The balance of the items have not been changed from the original filing and have, accordingly, not been updated to a more current date.

CABELTEL INTERNATIONAL CORPORATION

Index to Quarterly Report on Form 10-Q
Period ended September 30, 2003 PART I: FINANCIAL INFORMATION..................................................3 ITEM 1: FINANCIAL STATEMENTS...............................................3 CONSOLIDATED BALANCE SHEETS..............................................3 CONSOLIDATED STATEMENTS OF OPERATIONS....................................5 CONSOLIDATED STATEMENTS OF CASH FLOW.....................................6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...............................7 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................................................14 THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002.........................14 FORWARD LOOKING STATEMENTS..............................................18 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........18 ITEM 4: CONTROLS AND PROCEDURES............................................18 PART II: OTHER INFORMATION....................................................19 SIGNATURES.................................................................19 2 March 31, 2005



PART I: FINANCIAL INFORMATION ~~ITEM~~			4
Item 1: ~~FINANCIAL STATEMENTS - ----------------------------- Greenbriar Corporation~~ Financial Statements			4
Consolidated Balance Sheets (Amounts in thousands) September 30, December 31, Assets 2003 2002 (Unaudited) ------------- ------------- Current assets Cash and cash equivalents $ 238 $ 661 Accounts receivable-trade 108 22 Note receivable 2,604 1,238 Other current assets 207 323 ------------- ------------- Total current assets 3,157 2,244 Notes receivable, from sale of properties 4,107 7,997 Less deferred gains (3,720) (6,127) ------------- ------------- 387 1,870 Deferred income tax benefit 1,161 1,161 Property and equipment, at cost Land and improvements 541 678 Buildings and improvements 4,851 6,850 Equipment and furnishings 1,285 1,387 Proven oil and gas properties (full cost method) 1,294 ------------- ------------- 7,971 8,915 Less accumulated depreciation and depletion 2,172 2,282 ------------- ------------- 5,799 6,633 Deposits 292 311 Other assets 391 405 ------------- ------------- $ 11,187 $ 12,624 ============= =============

~~Greenbriar Corporation~~
		4
Consolidated Statements Ofof Operations (Amounts in thousands, except per share data) For The Three Month For The Nine Month Period Ended Period Ended September 30, September 30, 2003 2002 2003 2002 --------- --------- --------- --------- (Unaudited) (Unaudited) Revenue Assisted living operations $ 1,168 $ 1,185 $ 3,356 $ 3,554 Oil and gas operations 174 174 --------- --------- --------- --------- 1,342 1,185 3,530 3,554 --------- --------- --------- --------- Operating expenses Assisted living operations 633 547 1,888 1,661 Oil and gas operations 141 141 Lease expense 338 376 1,137 1,145 Depletion, depreciation and 84 120 241 345 amortization Corporate general and administrative 295 480 554 1,349 --------- --------- --------- --------- 1,491 1,523 3,961 4,500 --------- --------- --------- --------- Operating loss (149) (338) (431) (946) Other income (expense) Interest income 110 178 224 408 Interest expense (157) (203) (543) (597) Net gain on sale of assets 1,008 1,008 Equity in net income (loss) of affiliated partnership 16 (254) 49 (667) Other 27 (660) 109 (660) --------- --------- --------- --------- 1,004 (939) 847 (1,516) --------- --------- --------- --------- Earnings (loss) from continuing 855 (1,277) 416 (2,462) Operations Discontinued operations Loss from operations (374) (684) Loss on disposal, including taxes of $400 (2,822) (2,822) --------- --------- --------- --------- Loss from discontinued (3,196) (3,506) operations --------- --------- --------- --------- Net earnings (loss) 855 (4,473) 416 (5,968) --------- --------- --------- --------- Net earnings (loss) per common share - basic and diluted $ 1.21 $ (6.23) $ .59 $ (8.31) Weighted average of common and equivalent shares outstanding - 703 718 703 834 basic and diluted

~~Greenbriar Corporation~~
	6
Consolidated Statements of Cash Flow (Amounts in thousands) For the nine month Period Ended September 30, 2003 2002 ----------- ----------- (Unaudited) (Unaudited) Cash flows from operating activities Net earnings (loss) $ 416 $ (5,968) Adjustments to reconcile net earnings (loss) to net cash used in operating activities Depreciation		7
Notes To Consolidated Financial Statements		8
Item 2: Management’s Discussion And Analysis Of Financial Condition And Results Of Operations		11
Item 3. Quantitative and ~~amortization 241 345 (Gain) loss on sale~~Qualitative Disclosures About Market Risk		14
Item 4. Controls and Procedures		14
PART II: OTHER INFORMATION		14
Item 2. Unregistered Sales of ~~assets (1,008) 2,422~~ Equity ~~in net loss (income)~~Securities and Use of partnership (49) 667 Changes in operating assets and liabilities Deferred taxes 400 Accounts receivable (86) 54 Other current and non current assets 92 (1,204) Accounts payable and other liabilities 59 (141) ----------- ----------- Net cash used in operating activities (335) (3,425) ----------- ----------- Cash flows used in investing activities Proceeds from sale of property 125 8,558 Purchase of property and equipment (262) (209) ----------- ----------- Net cash provided by (used in) investing activities (137) 8,349 Cash flows from financing activities Payments on debt (51) (6,699) Borrowings 100 1,417 ----------- ----------- Net cash provided by (used in) financing activities 49 (5,282) ----------- ----------- NET DECREASE IN CASH AND (423) (358) CASH EQUIVALENTS Cash and cash equivalents at beginning of period 661 1,246 ----------- ----------- Cash and cash equivalents at end of period $ 238 $ 888 =========== ===========		14
Item 6. Exhibits		15
Signatures		16

Notes To Consolidated Financial Statements
For the Unaudited Three ~~and Nine~~ Months Ended ~~June 30, 2003~~March 31, 2005 and ~~2002~~ 2004

Note A: Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of ~~Greenbriar~~CabelTel International Corporation and its majority-owned subsidiaries (collectively, ~~"the Company"~~“the Company”). All significant intercompany transactions and accounts have been eliminated.

The statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and, accordingly, do not include all of the information and footnotes required by generally accepted accounting principles. These financial statements ~~have not been examined by independent certified public accountants but,~~reflect all adjustments that are, in the opinion of management, ~~all~~necessary to fairly present such information. All such adjustments ~~(consisting~~are of a normal recurring ~~accruals) necessary for~~nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a ~~fair presentation~~description of ~~consolidated results~~significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of ~~operations,~~America, have been condensed or omitted pursuant to such rules and regulations.

These financial statements should be read in conjunction with the consolidated financial ~~position~~statements and ~~consolidated cash flows at~~accompanying notes included in the ~~dates and~~Company’s Annual Report on Form 10-K, as amended, for the ~~periods indicated have been included.~~fiscal year ended December 31, 2004. Operating results for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2003~~March 31, 2005 are not necessarily indicative of the results that may be expected for any subsequent quarter or the year ~~ended~~ending December 31, ~~2003. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.~~ 2005.

Note B: Notes Receivable ~~and Deferred Gain From Sale Of Property~~

As a result of the sale of two ~~communities~~properties in 2001 the Company holds tax-exempt notes in the amount of $4,030,000 bearing interest at 9.5%. The notes mature on April 1, 2032, and August 1, 2031, respectively. The repayment of the notes is limited to the cash flow of the respective ~~communities~~properties either from operations, refinance or sale. The Company has deferred gains ~~in the amount~~ of ~~$3,720,000. The deferred gains and~~$3,721,000 plus unpaid interest ~~income~~from these properties which will be recognized as cash is received.

The Company also sold a property in March 2005, and received a $200,000 non-interest bearing note as partial payment. Repayment of the note is limited to the cash flow of the property from operations, refinancing or sale. The Company has deferred gains of $200,000 which will be recognized as cash is received.

Note C: ~~Affiliated Partnerships~~Long-Term Obligations

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


	March 31,		December 31,
	2005		2004
Notes payable to financial institutions maturing through 2018; fixed and variable interest rates ranging from 5.75% to 11%, collateralized by property, fixtures, equipment and the assignment of rents	$	7,579	$	7,627

Notes payable to individuals and companies maturing through 2023; fixed and variable interest rates ranging from 10% to 18% collateralized by real property, personal property, fixtures, equipment and the assignment of rents		2,255		4,590

Notes payable to related parties, bearing interest at rates ranging from 15% to 18%		2,361		901

		12,195		13,118

Less: current maturities		3,526		5,945

	$	8,669	$	7,173

Note D — Discontinued Operations

The Company owned an assisted living property in Greenville, South Carolina. In ~~October 2001,~~August 2002 the Company ~~became a 56% limited partner in Corinthians Real Estate Investors, LP ("CREI"), a partnership formed~~leased the property to ~~acquire two properties.~~an unrelated third party who has taken over the property’s operation. The ~~general partner is a limited liability corporation whose sole member is W. Michael Gilley,~~monthly lease payments received by the ~~son~~Company approximated the Company’s cost for interest and real estate taxes. In May 2005 the Company sold the property to the lessee for the amount of the ~~former CEO of~~existing mortgage on the ~~Company. Sylvia Gilley, W. Michael Gilley's mother, has a 25.9% interest,~~property which approximated the ~~general partner has a .1% interest,~~Company’s carrying value for the ~~Company's current chief executive officer has a 10.5% interest, and other employees of~~property.

On January 31, 2004, the Company ~~have interests aggregating 7.5%. In October 2001, the Partnership acquired~~terminated a ~~retirement community~~lease for ~~approximately $9,100,000 and in January 2002, it acquired~~ an assisted living community ~~for approximately $2,800,000. 7~~ in Georgia. The ~~Company issued a $1,600,000 note to the seller as partial payment for the purchase of the retirement community. CREI gave the Company a $1,600,000 note as consideration for payment~~operations of that amount of the purchase price. The balance of the purchase price was funded by CREI's borrowings from a third party. In September 2002 CREI sold its two properties for cash and notes and paid off its third party debt. As part of the proceeds, CREI received a note for $1,600,000 due September 30, 2004, which was transferred to the Company in satisfaction of its $1,600,000 note receivable from CREI. CREI also assigned to the Company a $400,000 participation in another note due September 30, 2004 in payment of all other CREI debt to the Company. The Company transferred the $1,600,000 note it received to the original owner of the retirement community in payment of the Company's $1,600,000 debt. The Company guaranteed payment of the $1,600,000 note. CREI recognized a gain of $1,322,000. The Company has deferred recognition of its $740,000 share of the gain because of the aforementioned guaranty. CREI has deferred a gain of $994,000 that will be recognized on the installment method. The Company will realize its $557,000 (56%) portion of the $994,000 upon collection of the notes held by CREI. The notes are due September 30, 2004. 8 Following are unaudited, condensed financial statements of CREI (in thousands): Balance Sheet September 30, 2003 Current assets $ 51 Other assets 248 Notes receivable 994 ----------- $ 1,293 Current liabilities $ 70 Other liabilities 157 Deferred gain 994 ----------- 1,221 Partners' equity 72 ----------- $ 1,293 Statement of Operations Nine months ended September 30, 2003 Interest Income $ 89 Expenses 6 ----------- Net Income $ 83 ----------- 9 Note D - Acquisition and Sale of Assets Acquisition of Gaywood Oil & Gas, LLC Effective August 1, 2003 Greenbriar acquired Gaywood Oil & Gas, LLC (Gaywood) a company that has oil and gas leases in the East Texas Field. The oil wells in this fieldproperty have low but steady oil production. The Texas Railroad Commission, which regulates the oil & gas industry in Texas, limits production in this field to 20 barrels of oil per day for each operating well. There are approximately 300 existing wells on the leases owned by Gaywood At the time of the acquisition Gaywood had 46 operating wells, generating approximately 4,000 barrels of oil per month. Greenbriar has elected to account for it's oil and gas operations using the full cost method of accounting. Gaywood was formed and acquired the leases in October 2002 however the production was insignificant until January of 2003. The following pro forma financial information reflects Greenbriar as if Gaywood had been acquired on January 1, 2003 Three months Nine Months ended ended September 30, 2003 September 30, 2003 ------------------ ------------------ Revenue $1,428,000 $4,045,000 Net earnings $830,000 $441,000 Net earnings per share $1.18 $.63 Greenbriar purchased Gaywood with 9.5% interest bearing bonds which were carried at zero in the Company's financial statements. Gaywood was valued by independent reserve engineers as having a fair market value of $1,119,000 which was recordedreflected as a ~~gain by Greenbriar.~~discontinued operation in 2005 and 2004.

In March 2005, the company sold an assisted living facility in North Carolina and recorded a loss of $42,000. The ~~purpose~~operations of ~~this acquisition was to acquire~~that property have been reflected as a ~~cash flowing asset with future potential value~~discontinued operation in ~~excess of the purchase price. Gaywood was acquired from a trust for the benefit of Mr. Gene E. Phillips spouse~~2005 and children. On October 16, 2003 Mr. Phillips and six other entities filed a Schedule 13D with the Securities and Exchange Commission indicating that the six entities owned, in total, 55,000 shares (approximately 8% of the Company's outstanding common stock) and the entire group may be deemed to constitute a person within the meaning of Section 13d of the Securities act of 1934. Sale of Undeveloped Land On September 10, 2003,2004.

In May 2005 the Company sold ~~one acre of undeveloped land for $125,000~~an assisted living facility in ~~cash to an entity which~~South Carolina. The facility has been ~~deemed to be an affiliate of Gene E. Phillips. The sale resulted in a loss of approximately $111,000. 10~~

As discussed in Note C the company is a guarantor of debt in the amount of $1,600,000. Note F - Discontinued Operations and Sales of Real Estate In October 2001, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions for disposals of a segment of a business as addressed in APB 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 11 Events and Transactions." 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 classified as an asset held for ~~sale.~~sale at March 31, 2005. The operations of that property have been reflected as a discontinued operation in 2005 and 2004.

Note E — Segment Reporting

Business Operations

The Company adopted SFAS No. 144 as of January 1, 2002. During 2002, the Company disposed of six communities. Revenues for the six communities for the three and nine months ended September 30, 2002 were $1,157,000 and $4,262,000 respectively. Pursuant to SFAS No. 144, the results of operations for the six communities have been reclassified to Discontinued Operations for the three and nine months ended September 30, 2002. Note G - Stock Options operates two separate distinct businesses:

	•		The ownership and operation of real estate through one retirement community in King City, Oregon, with a capacity of 114 residents, leasing of a residential retirement property to a third party in Greenville, South Carolina and ownership and operation of an outlet mall in Gainesville, Texas with approximately 315,000 square feet of retail space available for lease.

	•		The ownership of oil and gas leases in Gregg and Rusk Counties, Texas on which 48 producing wells were operating as of March 31, 2005.

The Company has elected to follow Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" (APB 25) in its primary financial statements and has provided supplemental disclosures required by Statement of Financial Accounting Standards No. 123 (SFAS 123) "Accounting for Stock-Based Compensation" and by Statement of Financial Accounting Standards No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure an Amendment of SFAS No. 123." SFAS 123 requires disclosure of pro forma net earnings (loss) and pro forma net earnings (loss) per share as if the fair value method had been applied in measuring compensation cost for stock based awards. There was no pro forma stock based compensation expense for any period presented. Note H - Stock Split In October 2003 the Company completed a stock split, affected in the form of a stock dividend, whereby each shareholder received one additional share of stock for each share that they owned. All financial and share information included in this filing has been adjusted to reflect the stock split. Note I - Segments The Company and its subsidiaries are principally engaged in the business of acquiring, enhancing and selling real estate properties. Since 1996 those activities have, almost exclusively, involved assisted living facilities. Effective August 1, 2003 the Company acquired 100% of the stock in Gaywood Oil & Gas LLC, a limited liability company that owns working interests in certain oil producing wells. The acquisition was done for investment purposes and substantially all costs associated with the oil and gas operations are operating expenses incurred directly by Gaywood. The Company continues to allocate all of its corporate overhead expenses to its core real estate operation. 12 ~~Segment~~segment information and reconciliation to income (loss) from operations are as follows: Three months ended September 30, 2003 - ------------------------------------- Real Estate Oil and Gas Consolidated Operations Operations Revenue $ 1,168,000 $ 174,000 $ 1,342,000 Depletion, depreciation and amortization 69,000 15,000 84,000 Operating income (loss) (167,000) 18,000 (149,000) Total assets $ 9,873,000 $ 1,314,000 $ 11,187,000 Nine months ended September 30, 2003 - ------------------------------------ Real Estate Oil and Gas Consolidated Operations Operations Revenue $ 3,356,000 $ 174,000 $ 3,530,000 Depletion, depreciation and amortization 226,000 15,000 241,000 Operating income (loss) (449,000) 18,000 (431,000) Total assets $ 9,873,000 $ 1,314,000 $ 11,187,000 Note J - Contingencies Benetic Financial vs. Wedgwood et al: This action is against a subsidiary of the Company as well as other corporate and individual defendants who are unrelated to the Company. In 1993, Wedgwood Retirement Inns entered into a financing arrangement with a third party lender. The plaintiff alleged that he had a verbal brokerage agreement with Wedgwood and was entitled to a fee. The Company acquired Wedgwood in 1996. In a jury trial the plaintiff was awarded $150,000 on one count of his complaint. However, the jury found for the defendants on all other counts. In his final ruling the judge awarded the defendants legal fees that were in excess of the judgment. The plaintiff appealed and on April 30, 2003 the California Court of Appeals let the $150,000 stand but reversed the judge's award of legal fees. Based upon the ruling of the Court of Appeals the defendants are obligated for the judgment plus $165,093 in interest since 1993. The judgment is against all the defendants as a group. The defendants have filed an appeal to the California Supreme Court but the appeal was denied. There are no further legal defenses available. There remains the issue of the allocation of the award among the defendants. Management has provided a reserve that it believes is sufficient to cover its expected liability in this matter. 13 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - -------------------------------------------------------------------- AND RESULTS OF OPERATIONS ------------------------- Overview As of September 30, 2003, the Company owns one assisted living community and leases two assisted living communities in three states with a capacity of 257 residents. In addition the Company owns one assisted living community that is operated by an independent third party with a capacity of 41 residents. 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 acquiring and disposing of its real estate assets has been an integral part of the Company's business. During the past year the Company's business strategy has evolved into one of focusing on the real estate component and reducing its operating activities. The Company's objective is to become an investor in various entities whose intent is to acquire properties and either sell, lease or hire third party operators to manage the properties. Effective August 1, 2003 Greenbriar acquired Gaywood Oil & Gas, LLC (Gaywood) a company that has oil and gas leases in the East Texas field. The oil wells in this field have low but steady production. There are approximately 300 existing wells on the leases owned by Gaywood. At the time of the acquisition Gaywood had 46 operating wells, generating approximately 4,000 barrels of oil per month. Greenbriar intends to open additional Gaywood wells however Greenbriar does not, at this time, anticipate acquiring additional oil and gas properties. The purpose of this acquisition was to acquire a cash flowing asset with future potential value in excess of the purchase price. Three and nine month periods ended September 30, 2003 compared to three and nine-month periods ended September 30, 2002. Revenues and Operating Expenses from Assisted Living Operations Revenues for the assisted living communities were $1,168,000 and $3,356,000 for the three and nine months ended September 30, 2003 as compared to $1,185,000 and $3,554,000 for the three and nine months ended September 30, 2002. Community operating expenses, which consist of assisted living community expenses, lease expense, depreciation and amortization, were $1,040,000 and $3,128,000 for the three and nine months ended September 30, 2003 as compared to $1,043,000 and $2,863,000 for the three and nine months ended September 30, 2002. 14 The Company owned a community that it leased to a third party during the three and nine month periods ended September 30, 2002. The lease expired in November 2002 and the Company operated the Community during the three and nine months ended September 30, 2003. The revenues included for this community in 2003 were $177,000 and $461,000 respectively. The operating expenses were $184,000 and $564,000. Included in revenue for the nine months ended September 30, 2002 is $333,000, which pertains to one community that was contributed to an unconsolidated partnership in May 2002. Operating expense for the equivalent period was $215,000. The Company sold its partnership interest in November 2002. During the three and nine months ended September 30, 2002 the Company managed three communities for a third party. The management fees recorded in the three and nine months of 2002 were $114,000 and $338,000, respectively. The Company did not manage properties for third parties during 2003. On a "same store" basis the revenues for the three and nine months ended September 30, 2003 were $991,000 and $2,895,000 as compared to $1,071,000 and $2,883,000. The Community operating expenses for the three and nine months ended September 30, 2003 were $856,000 and $2,564,000 as compared to $1,043,000 and $2,648,000 for the three and nine months ended September 30, 2002. Corporate General and Administrative Expenses General and administrative expenses were $295,000 and $554,000 for the three and nine months ended September 30, 2003 compared to $480,000 and $1,349,000 for the three and nine months ended September 30, 2002. During the later part of 2001 and 2002 the Company sold, leased or disposed of 26 communities. The decrease in the corporate general and administrative expenses is primarily a result of a decrease in salaries and related payroll expenses. Due to the reduction in the number of communities operated by the Company, the number of employees on the corporate staff was reduced. In addition, due to fewer communities, expenses such as travel, communication costs and general operating costs were reduced. In October 2001, principally to help the Company's cash flow due to its reduced size, the senior officers agreed to substantial salary reductions. In lieu of salary the Company agreed to allow the officers to participate in future acquisitions. In October 2003 the Company's Board of Directors decided that the officers would no longer participate in the ownership of acquired entities. The Board agreed to increase certain officers' salaries effective January 1, 2003. During the third quarter of 2003 there was a charge of $110,000 for officers' salaries that pertained to the first two quarters of 2003. Interest Income Interest income decreased to $110,000 and $224,000 for the three and nine months ended September 30, 2003 as compared to $178,000 and $408,000 for the three and nine months ended September 30, 2002. Interest for the first quarter of 2002 includes $117,000 received from the notes receivable from the sale of properties. As discussed in Note B, the interest from these notes is recorded when a payment is received. The Company did not receive an interest payment for the notes during 2003. The balance of the difference is due principally to a lowering of interest rates. 15 Interest Expense Interest expense decreased to $157,000 and $543,000 for the three and nine months ended September 30, 2003 as compared to $203,000 and $597,000 for the three and nine months ended September 30, 2002. In December 2002 the Company borrowed $1,700,000 at 12% interest which represents an additional $51,000 and $153,000 for the three and nine months ended September 30, 2003 when compared to 2002. In May 2002 the Company contributed one community to an unconsolidated partnership. Interest expense for that community was $18,000 and $73,000 for the three months ~~and nine~~ended March 31, 2005, follows.

Three months ended ~~September 30, 2002. In November 2002,~~March 31, 2005 (amounts in thousands)


				Real			Oil
	Corporate			Estate			Operation			Consolidated

Revenue	$	—		$	1,100		$	414		$	1,514


Operating expenses
Operations		—			606			267			873
Lease expense		20			211			—			231
Depreciation, depletion and amortization		2			81			26			109
Corporate general and administrative		262			—			—			262

		284			898			293			1,475


Operating earnings (loss)		(284	)		202			121			39

Interest income		40			—			—			40
Interest expense		(54	)		(81	)					(135	)
(Loss) on sale of assets		(42	)		—			(76	)		(118	)
Other		32			—			—			32

		(24	)		(81	)		(76	)		(181	)


Net earnings (loss) from continuing operations		(308	)		121			45			(142	)

Total assets	$	5,848		$	8,507		$	1,680		$	16,035

Item 2: Management’s Discussion And Analysis Of Financial ConditionAnd Results Of Operations

Overview

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon the ~~Company transferred its partnership interest~~Company’s Consolidated Financial Statements, which have been prepared in ~~Muskogee Real Estate Investors, LP to Sylvia M. Gilley in exchange for a reduction~~accordance with accounting principles generally accepted in the ~~debt due Mrs. Gilley~~United States of ~~$1,120,000 and extending the due date~~America. Certain of the ~~note by one year~~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 ~~June 30, 2004. This reduction~~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 ~~debt reduced interest expense by~~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 additional $28,000 and $84,000 for the three and nine months ended September 30, 2003. Equity in Net Income (Loss) of Affiliated Partnership During the three and nine months ended September 30, 2002, CREI operated two properties. The Company's shareanalysis of the ~~net losses was ($254,000)~~risk of loss on specific accounts. The analysis places particular emphasis on past due accounts. Management considers such information as the nature and ~~($667,000) respectively. CREI sold these properties in September 2002 and, as part~~age of the ~~proceeds, received notes. The collection~~receivable, the payment history of the ~~notes~~tenant, customer or other debtor and ~~interest thereon is~~ the ~~only remaining operation~~financial condition of the ~~partnership. For the three and nine month periods ended September 30, 2003 the Company's portion~~tenant or other debtor. Management’s estimate of the ~~CREI's earnings were $16,000~~required allowance, which is reviewed on a quarterly basis, is subject to revision as these factors change.

Deferred Tax Assets

Significant management judgment is required in determining the provision for income taxes, deferred tax assets and ~~$49,000 respectively. 16~~ ~~Other Income (Expense) Other Income (expense) for~~liabilities and any valuation allowance recorded against net deferred tax assets. The future recoverability of the ~~three months and nine months ended September 30, 2003 was $27,000 and $109,000 respectively. These amounts principally represent~~Company’s net deferred tax assets is dependent upon the generation of future taxable income ~~from~~prior to the ~~reimbursement~~expiration of ~~a prior year insurance claim as well as~~ the ~~settlement of a lawsuit. Gain on Sale of Assets In 2001~~loss carry forwards. The company believes that it will generate future taxable income to fully utilize the Company sold a property and received proceeds of both cash and a bond bearing interest at the rate of 9.5%. The payment of both principal and interest on the bond was based exclusively on the cash flow from the property sold. For financial statement purposes the bond was valued at zero. In August the Company exchanged the bond for 100% of Gaywood Oil & Gas LLC. Gaywood was valued by independent engineers as having a fair market value of $1,119,000, which was recorded as a gain by the Company. In September 2003 the Company sold land it was holding for $125,000 cash and recorded a loss of $111,000 on the sale. net deferred tax assets.

Liquidity and Capital Resources ~~On September 30, 2003,~~

At March 31, 2005, the Company had current assets of ~~$3,157,000~~$2,600,000 and current liabilities of ~~$3,499,000.~~$5,604,000. Included in current liabilities is a ~~$2,255,000 note~~$1,147,000 mortgage loan for an assisted living community located in South Carolina. This community was sold in May 2005 and the cash proceeds were sufficient to ~~Sylvia M. Gilley. Under~~repay the mortgage. Also included in current liabilities is an obligation of principal and accrued interest of $2,768,000 the terms of ~~the note the obligation will only be due if~~which are similar to that

of preferred stock, whereby the Company ~~has sufficient cash to~~can only pay the note. Operating activities used $335,000 of cash in 2003 and $3,425,000 in 2002. The decrease in cash used in 2003 as compared to 2002 was the net result of the reduced net loss offset by a lower level of non-cash charges in 2003. Investing Activities used $137,000 of cash in 2003 and provided $8,349,000 of cash in 2002. The net cash used in 2003 was for purchases of equipment at the various Communities owned by the Company. The cash provided in 2002 includes $8,558,000, which is the proceedsthis obligation from the sale of properties less expenditures of $209,000 for the purchase of equipment. Financing activities provided $49,000 in cash in 2003 and used $5,282,000 in cash in 2002. The cash provided in 2003 was additional debt of $100,000 as part of the Gaywood Oil & Gas acquisition offset by $51,000 in principal payments on the debt. The cash used in 2002 was for the payment of debt. The principal source of the cash in 2002 was from the sale of properties.available earned surplus.

Future acquisitions by the Company are dependent upon obtaining capital and financing through various means, including financing obtained from loans, ~~sale/leaseback transactions, long-term state bond financing,~~ debt or equity offerings and, to the extent available, cash generated from operations. There can be no assurance that the Company will be able to obtain adequate capital to finance its projected growth. 17 ~~Forward Looking Statements "Safe Harbor" Statement under~~

Cash and cash equivalents at March 31, 2005 were $227,000, compared with $762,000 at December 31, 2004.

Net cash used by operating activities was $482,000 for the ~~Private Securities Litigation Reform Act of 1995: A number~~three months ended March 31, 2005.

Net cash provided in investing activities was $1,978,000 for the three months ended March 31, 2005. In March 2005, the Company sold an assisted living community and received approximately $1,910,000. The proceeds were used principally to pay off the existing mortgage.

Net cash flow used in financing activities was $2,031,000 in the three months ended March 31, 2005. In January 2005, the Company paid a $631,000 note due to the wife of the ~~matters~~former President of the Company. In March 2005, the Company used the proceeds from the sale of an assisted living facility to repay the mortgage of $1,700,000.

Results of Operations

The Company reported a net loss of $137,000 for the three months ended March 31, 2005, as compared to a net loss of $175,000 for the corresponding period in 2004.

Revenue from real estate operations were $1,100,000 for the three months ended March 31, 2005, as compared to $1,224,000 for the three months ended March 31, 2004. The decrease is due to the revenues received at the Company’s retail mall. The lower revenue reflects certain reductions in lease rates from certain tenants.

Revenue from oil and ~~subject areas discussed~~gas operations was $414,000 for the three months ended March 31, 2005 as compared to $315,000 for the three months end March 31, 2004. The increase in ~~this filing~~revenue was due primarily to the increased price of oil.

Expenses for real estate operations was $606,000 for the three months ended March 31, 2005, as compared to $632,000 for the three months ended March 31, 2004. The decrease was due to certain cost reductions at the Gainesville outlet mall.

Expenses for oil and gas operations was $267,000 for the three months ended March 31, 2005, as compared to $246,000 for the three months ended March 31, 2004. The increase was due to certain well repairs that were incurred in 2005.

Lease expense was $231,000 for the for the three months ended March 31, 2005, as compared to $224,000 for the three months ended March 31, 2004. The slight increase was due to additional lease expense at the Company’s retirement facility.

Depreciation, depletion and amortization was $109,000 for the three months ended March 31, 2005, as compared to $87,000 for the three months ended March 31, 2004. The increase was due to depreciation for additional assets at the Gainesville, Texas, outlet mall.

General and administrative expenses were $262,000 for the three months ended March 31, 2005, as compared to $277,000 for the three months ended March 31, 2004. The slight decrease was due to reduced professional fees.

Interest income was $40,000 for the three months ended March 31, 2005, as compared to $74,000 for the three months ended March 31, 2004. The decrease was due principally to a reduction in notes receivable in 2005.

Interest expense was $135,000 for the three months ended March 31, 2005, as compared to $282,000 for the three months ended March 31, 2004. The decrease was due principally to the refinancing of the Gainesville outlet mall.

Loss on the sale of assets was $118,000 for the three months ended March 31, 2005. The Company sold certain of its non-producing oil wells where it was determined by the Company that the operation of those wells was unlikely and incurred a loss of $76,000. The Company also incurred certain legal and closing costs in its sale of the assisted living property in North Carolina.

Inflation

The Company’s principal sources of revenue are from rents in a retirement community, an outlet shopping mall and its oil and gas operations. The operation of the real estate entities is affected by rental rates that are ~~not historical or current facts deal with potential future circumstances, operations,~~highly dependent upon market conditions and ~~prospects. The discussion of such matters and subject areas is qualified by~~ the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from the Company's actual future experience involving any one or more of such matters and subject areas relating to interest rate fluctuations, ability to obtain adequate debt and equity financing, demand, pricing, competition, construction, licensing, permitting, construction delays on new developments contractual and licensure, and other delays on the disposition, transition, or restructuring of currently or previously owned, leased or managed communitiescompetitive environment in the ~~Company's portfolio,~~areas where the properties are located. Worldwide consumption patterns seem to preclude competition in the oil business in the foreseeable future. Compensation to employees and maintenance are the principal cost elements relative to the operations of the entities. Although the Company has not historically experienced any adverse effects of inflation on salaries or other operating expenses, there can be no assurance that such trends will continue or that, should inflationary pressures arise, the Company will be able to offset such costs by increasing rental rates in its real estate properties. The price of oil is dictated by market conditions and the ~~ability~~Company could not arbitrarily increase the price of ~~the Company to continue managing~~ its ~~costs and cash flow while maintaining high occupancy rates and market rate assisted living charges in its assisted living communities.~~ oil.

Environmental Matters

The Company has ~~attempted~~conducted environmental assessments on most of its existing owned or leased properties. These assessments have not revealed any environmental liability that the Company believes would have a material adverse effect on the Company’s business, assets or results of operations. The Company is not aware of any such environmental liability. The Company believes that all of its properties are in compliance in all material respects with all federal, state and local laws, ordinances and regulations regarding hazardous or toxic substances or petroleum products. The Company has not been notified by any governmental authority and is not otherwise aware of any material non-compliance, liability or claim relating to ~~identify,~~hazardous or toxic substances or petroleum products in ~~context, certain~~connection with any of ~~the factors that they currently believe may cause actual future experience~~its communities.

Item 3. Quantitative and results to differ from the Company's current expectations regarding the relevant matter of subject area. These and other risks and uncertainties are detailed in the Company's reports filed with the Securities and Exchange Commission (SEC), including the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - ------------------------------------------------------------------Qualitative Disclosures About Market Risk

Interest Rate Risk

Nearly all of the ~~Company's~~Company’s debt is financed at fixed rates of interest. Therefore, the Company has minimal risk from exposure to changes in interest rates. ~~ITEM 4: CONTROLS AND PROCEDURES - ------------------------------- The Company maintains a set~~

Item 4. Controls and Procedures

As required by Rule 13(a)-15(b), the Company’s management, including the principal executive officer, chief financial officer and principal accounting officer, conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures ~~and internal controls designed to ensure that information required to be disclosed~~as defined in ~~the Company's filings under the Securities~~ Exchange Act ~~of 1934 is recorded, processed, summarized~~Rule 13(a)-15(e). Based on that evaluation, the chief executive officer and ~~reported within~~ the ~~time period specified in the Securities and Exchange Commission rules and forms. Our principal executive and~~chief financial officer ~~has evaluated our disclosure control procedures within 90 days prior to~~concluded that the ~~filing of this Quarterly report on Form 10-Q and have determined that such~~Company’s disclosure controls and procedures ~~are effective. There~~ were ~~no significant~~effective as of the end of the period covered by this report. As required by Rule 13(a)-15(d), the Company’s management, including the chief executive officer, chief financial officer and principal accounting officer, also conducted an evaluation of the Company’s internal controls over financial reporting to determine whether any changes occurred in the ~~Company's~~first fiscal quarter that materially affected, or are reasonably likely to materially effect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no such change during the first fiscal quarter.xyz

It should be noted that any system of controls, ~~or, to~~however well designed and operated, can only provide reasonable and not absolute assurance that the objectives of the system will be met. In addition, the design of any control system is based in part on certain assumptions about the likelihood of future events.

Part II: Other Information

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

During the period of time covered by this report CabelTel International Corporation did not repurchase any of its ~~knowledge,~~equity securities. The following table sets forth a summary for the quarter indicating no repurchases were made and that, at the end of the period covered by this report, no specified number of shares may be purchased under any program in ~~other factors that could significantly affect its disclosure controls and procedures subsequent to the Evaluation Date. 18~~ ~~PART II: OTHER INFORMATION ITEMS 1-6: ARE NOT APPLICABLE. - ------------------------------- EXHIBITS - --------~~ place.

Maximum

Total Number

Number of

of Shares

Shares that May

Average

Purchased as

Yet be

Total Number

Price

Part of Publicly

Purchased

of Shares

Paid per

Announced

Under the

Period

Purchased

Program

Program^(a)

Balance as of March 31, 2005

—

April 1-30, 2005

—

May 1-31, 2005

—

June 1-30, 2005

—

Total

—

(a)

As a courtesy to stockholders of less than 100 shares and to relieve such stockholders of having to pay a broker’s commission, the Company, although not obligated to do so, has periodically repurchased its common stock at the then most recent closing price of the


	March 31,			December 31,
	2005			2004
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	227		$	762
Accounts receivable-trade		260			222
Notes receivable		756			856
Property held for sale		1,147			2,925
Other current assets, net		210			103


Total Current Assets		2,600			4,868

Notes Receivablenet of deferred income		309	��		309
Property and equipment, at cost
Land and improvements		2,232			2,232
Buildings and improvements		5,379			5,349
Equipment and furnishings		275			273
Proven oil and gas properties (full cost method)		1,403			1,479

		9,289			9,333

Less accumulated depreciation, depletion and amortization		(709	)		(617	)

		8,580			8,716

Deferred Tax Asset		1,161			1,161

Due from CableTEL AD — related party		1,737			951

Deposits		154			36

Other Assets		1,494			725


Total Assets	$	16,035		$	16,766


	March 31,			December 31,
	2005			2004
	(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities
Current maturities of long-term debt	$	3,526		$	5,945
Current notes payable		70			240
Accounts payable — trade		545			687
Accrued expenses		1,048			828
Other current liabilities		415			—


Total Current Liabilities		5,604			7,700

Long-term debt		8,669			7,173

Other non-current liabilities		161			155


Total Liabilities		14,434			15,028

Stockholders’ Equity
Preferred stock Series B		1			1
Preferred stock Series J		3,150			3,150
Preferred stock Series J contra equity		(3,150	)		(3,150	)
Common stock $.01 par value; authorized, 4,000,000 shares; shares issued and outstanding, 977,000		10			10
Additional paid-in capital		55,966			55,966
Retained earnings		(54,376	)		(54,239	)

		1,601			1,738


Total Liabilities & Stockholders’ Equity	$	16,035		$	16,766


	CabelTel International Corporation

Date: November 21, 2005	By:	/s/ Gene S. Bertcher

		President & Chief Financial Officer


	For The Three Month
	Period Ended March 31,
	2005			2004
	(Unaudited)			(Unaudited)
Revenue
Real estate operations		1,100			1,224
Oil and gas operations		414			315

		1,514			1,539


Operating expenses
Real estate operations		606			632
Oil and gas operations		267			246
Lease expense		231			224
Depreciation, depletion and amortization		109			87
Corporate, general and administrative		262			277

		1,475			1,466


Operating earnings (loss)		39			73

Other income (expense)
Interest income		40			74
Interest expense		(135	)		(282	)
Gain (loss) on sale of assets		(118	)		—
Equity in net income of affiliated partnership		—			15
Other		32			11

		(181	)		(182	)


(Loss) from continuing operations		(142	)		(109	)

Gain (Loss) from discontinued operations		5			(66	)

Net loss applicable to common shares	$	(137	)	$	(175	)

Earnings per share — basic
Continuing operations	$	(0.14	)	$	( 0.11	)
Discontinued operations		—			(0.07	)

Net earnings (loss) per share	$	(0.14	)	$	(0.18	)

Basic weighted average common shares		977			977