UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 17, 2006
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Cybertel Capital Corp.
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(Exact name of registrant as specified in its charter)
Nevada 000-26913 86-0862532
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9444 Waples Street, Suite 290, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 646-7410
2820 La Mirada, Suite H, Vista, California 92083
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
On March 17, 2006, Albert A. Gomez, M.D. and James A. Wheeler entered into
a Stock Sale and Purchase Agreement, pursuant to which Dr. Gomez sold 50,000,000
shares of Cybertel's Series B Preferred Stock to Mr. Wheeler at a purchase price
of $20,000.
Each share of Series B Preferred Stock has 100 votes per share.
Accordingly, the sale and transfer of the 50,000,000 shares of the Series B
Preferred Stock to Mr. Wheeler effectively transferred control of Cybertel to
Mr. Wheeler.
In connection with this change in control, Dr. Gomez resigned as President
and Chief Executive Officer of Cybertel. The board of directors appointed Mr.
Wheeler as the new President and Chief Executive Officer, replacing Dr. Gomez.
The board of directors also appointed Mr. Wheeler to fill one of the vacancies
on the board of directors. Andrew Mercer and Reuben Gomez resigned as directors.
Thereafter, the board agreed to reduce the number of authorized directors,
and concurrently therewith, Dr. Gomez and Richard D. Mangiarelli agreed to
resign from the board of directors. The reduction in the number of authorized
directors and the concurrent resignations of Dr. Gomez and Mr. Mangiarelli will
become effective 11 days after the transmittal of an information statement
pursuant to Rule 14(f)-1 of the Securities Exchange Act of 1934, as amended.
The sale of the shares of Series B Preferred Stock was exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(1) of the Securities Act (under the so-called "4(1 1/2) exemption" of the
Securities Act).
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
See Item 5.01.
James A. Wheeler, 44, became our President, Chief Executive Officer, and
one of our directors effective March 17, 2006. Mr. Wheeler is a senior executive
with 20 years experience in call center operations, human resources, and
administration management. Mr. Wheeler has extensive expertise in telecom,
information technologies, and web-based systems. Over the years, but not
currently, as CEO of a consulting firm in Las Vegas, Nevada, a company that
offers management consulting to start-ups, turn-a-rounds and operations, Mr.
Wheeler negotiated new contracts and assigned personnel to projects. He also led
staff to timely completion of projects which included being a consultant to a
web-based company, and established company website for retail market and
inventory controls and negotiated service level agreements with web companies.
From June 2002 to present he has been Chief Executive Officer and a Director of
SkyBridge Wireless, Inc., a publicly traded company located in Las Vegas, Nevada
in the business of being a Fixed Wireless Service Provider. From August 1999 to
December 2002 Mr. Wheeler was the President of Executive Management Services, a
company located in Las Vegas, Nevada, in the business of consulting with
start-up companies, turn-a-rounds and operations. He has a degree in Business
Administration, 1981 -- N/W Nazarene University, Nampa, Idaho, and a BA Business
Administration, 2000 -- Americus University, Washington, D.C. and MBA Business
Administration, 2002 -- Americus University, Washington, D.C.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
See item 5.01.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYBERTEL CAPITAL CORP.
(Registrant)
Date: March 23, 2006 By: /s/ James A. Wheeler
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James A. Wheeler, President
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