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) June 14, 2005
                                                -----------------------------


                             Cybertel Capital Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Nevada                         000-26913               86-0862532
--------------------------------------------------------------------------------
(State or other jurisdiction            (Commission             (IRS Employer
      of incorporation)                 File Number)         Identification No.)


   9444 Waples Street, Suite 290, San Diego, California             92121
--------------------------------------------------------------------------------
        (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
--------------------------------------------------------------------------------
         (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))


                                       1
<PAGE>

Section 1 - Registrant's Business and Operations

Item 1.01   Entry into a Material Definitive Agreement.

      Change in Control. On June 14, 2005, Cybertel Capital Corp. entered into a
Stock  Purchase  Agreement  by and  among  Albert A.  Gomez,  M.D.,  Richard  D.
Mangiarelli,  Richard  F.  Schmidt,  Paul  Ferandell,  John  Jordan,  and  Bruce
Caldwell. Pursuant to the terms of the agreement, Messrs. Mangiarelli,  Schmidt,
Ferandell,  Jordan,  and Caldwell  collectively  sold an aggregate of 50,000,000
shares of Cybertel's  Series B Preferred  Stock to Dr. Gomez at a purchase price
of $.0003 per share,  or an  aggregate  of  $15,000.  See Item 5.01 for  further
information.

      Employment  Agreements.  On  June  14,  2005,  Cybertel  entered  into  an
employment  agreement  with Richard D.  Mangiarelli  pursuant to which  Cybertel
employs Mr.  Mangiarelli  as its  Secretary  and Chief  Operating  Officer.  The
agreement is for two years and  includes the  following  material  terms:  (i) a
minimum annual base salary of $100,000; (ii) commencing after Cybertel closes on
the  acquisition  of Strategic  Healthcare  Systems,  Inc., for each ten percent
(10%) rise in share price of Cybertel's common stock  (proportionately  adjusted
for  stock  splits,  stock  dividends,  reverse  stock  splits,  and the  like),
calculated quarterly, a $10,000 raise in annual compensation; (iii) annual bonus
of  five  percent  (5%)  of  increased  annual  net  revenues   attributable  to
acquisition  or roll ups of additional  facilities;  (iv) employee  benefits and
perquisites,  including but not limited to, pension plans, deferred compensation
plans, stock options,  annual bonus plans, long term incentive plans, group life
insurance, disability, sickness and accident insurance and health benefits under
such plans and programs as provided to other executives of Cybertel from time to
time; and (v) paid vacation as well as holidays, leave of absence, and leave for
illness  and  temporary  disability  in  accordance  with  Cybertel's  policies.
Cybertel may not terminate Mr.  Mangiarelli's  employment without cause, as that
term is defined in the employment agreement.

      In connection with commencement of Mr. Mangiarelli's employment agreement,
Cybertel granted to Mr. Mangiarelli options to purchase (1) shares of Cybertel's
common  stock  such that the  number of shares  of common  stock  issuable  upon
exercise of the option  shall equal seven and  one-half  percent (7 1/2%) of the
issued and outstanding  common stock as of the date of exercise,  and (2) shares
of  Cybertel's  preferred  stock such that the number of shares of common  stock
issuable upon  exercise of the option shall equal seven and one-half  percent (7
1/2%) of the issued and outstanding  preferred stock as of the date of exercise.
Each option may be exercised for $500.00. The options expire on June 14, 2010.

      On June 14, 2005,  Cybertel  entered  into an  employment  agreement  with
Richard F. Schmidt  pursuant to which Cybertel  employs Mr. Schmidt as its Chief
Financial  Officer.  The  agreement is for two years and includes the  following
material  terms:  (i) a minimum annual base salary of $100,000;  (ii) commencing
after Cybertel closes on the acquisition of Strategic Healthcare Systems,  Inc.,
for each ten  percent  (10%)  rise in share  price of  Cybertel's  common  stock
(proportionately  adjusted for stock  splits,  stock  dividends,  reverse  stock
splits,  and  the  like),  calculated  quarterly,  a  $10,000  raise  in  annual
compensation;  (iii) annual  bonus of five percent (5%) of increased  annual net
revenues attributable to acquisition or roll ups of additional facilities;  (iv)
employee benefits and perquisites,  including but not limited to, pension plans,
deferred  compensation  plans,  stock  options,  annual bonus  plans,  long term
incentive  plans,  group  life  insurance,  disability,  sickness  and  accident
insurance and health benefits under such plans and programs as provided to other
executives  of  Cybertel  from time to time;  and (v) paid  vacation  as well as
holidays,  leave of absence,  and leave for illness and temporary  disability in
accordance with Cybertel's  policies.  Cybertel may not terminate Mr.  Schmidt's
employment without cause, as that term is defined in the employment agreement.

      In connection with  commencement of Mr.  Schmidt's  employment  agreement,
Cybertel  granted to Mr.  Schmidt  options to purchase (1) shares of  Cybertel's
common  stock  such that the  number of shares  of common  stock  issuable  upon
exercise of the option  shall equal seven and  one-half  percent (7 1/2%) of the
issued and outstanding  common stock as of the date of exercise,  and (2) shares
of  Cybertel's  preferred  stock such that the number of shares of common  stock
issuable upon  exercise of the option shall equal seven and one-half  percent (7
1/2%) of the issued and outstanding  preferred stock as of the date of exercise.
Each option may be exercised for $500.00. The options expire on June 14, 2010.


                                       2
<PAGE>

Item 1.02   Termination of a Material Definitive Agreement.

      Not applicable.

Item 1.03   Bankruptcy or Receivership.

      Not applicable.

Section 2 - Financial Information

Item 2.01   Completion of Acquisition or Disposition of Assets.

      Not applicable.

Item 2.02   Results of Operations and Financial Condition.

      Not applicable.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant.

      Not applicable.

Item 2.04   Triggering Events That Accelerate or Increase a Direct Financial
            Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

      Not applicable.

Item 2.05   Costs Associated with Exit or Disposal Activities.

      Not applicable.

Item 2.06   Material Impairments.

      Not applicable.

Section 3 - Securities and Trading Markets

Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule
            or Standard: Transfer of Listing.

      Not applicable.

Item 3.02   Unregistered Sales of Equity Securities.

      Pursuant to the  employment  agreements  described in Item 1.01,  Cybertel
granted to each of Richard D.  Mangiarelli  and  Richard F.  Schmidt  options to
purchase (1) shares of Cybertel's common stock such that the number of shares of
common stock issuable upon exercise of the option shall equal seven and one-half
percent (7 1/2%) of the issued and  outstanding  common  stock as of the date of
exercise,  and (2) shares of Cybertel's  preferred stock such that the number of
shares of common stock  issuable  upon  exercise of the option shall equal seven
and one-half  percent (7 1/2%) of the issued and outstanding  preferred stock as
of the date of exercise.  Each option may be exercised for $500.00.  The options
expire on June 14, 2010.

      In  connection  with the issuance of the options,  Cybertel  relied on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933, as amended.


                                       3
<PAGE>

Item 3.03   Material Modification to Rights of Security Holders.

      Not applicable.

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01   Changes in Registrant's Certifying Accountant.

      Not applicable.

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
            Audit Report or Completed Interim Review.

      Not applicable.

Section 5 - Corporate Governance and Management

Item 5.01   Changes in Control of Registrant.

      On June 14, 2005,  Cybertel  Capital Corp.  entered into a Stock  Purchase
Agreement by and among Albert A. Gomez, M.D., Richard D. Mangiarelli, Richard F.
Schmidt, Paul Ferandell, John Jordan, and Bruce Caldwell.  Pursuant to the terms
of the agreement, Messrs. Mangiarelli,  Schmidt, Ferandell, Jordan, and Caldwell
collectively  sold an  aggregate of  50,000,000  shares of  Cybertel's  Series B
Preferred  Stock to Dr.  Gomez at a purchase  price of $.0003  per share,  or an
aggregate of $15,000.

      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 Dr. Gomez effectively  transferred control of Cybertel to Dr.
Gomez.

      In connection  with this change in control,  Mr.  Mangiarelli  resigned as
Chief Executive  Officer and Mr. Schmidt resigned as President of Cybertel.  The
board of directors  appointed Dr. Gomez as the new President and Chief Executive
Officer and appointed Mr.  Mangiarelli as Secretary and Chief Operating Officer.
Mr. Schmidt remains as Cybertel's Chief Financial Officer.

      Thereafter,  Messrs. Schmidt, Ferandell,  Jordan, and Caldwell resigned as
directors  of  Cybertel.  Mr.  Mangiarelli,  as  the  remaining  sole  director,
appointed Dr. Gomez,  Rueben Gomez,  and Andrew Mercer to fill three of the four
vacancies on the board of directors.

      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).

      It is the intention of the new management of Cybertel to acquire Strategic
Healthcare Systems, Inc., a Nevada corporation controlled by Dr. Gomez.

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

      See Item 5.01.

      Albert A. Gomez, M.D. became our President,  Chief Executive Officer,  and
the  Chairman of our board of directors  on June 14,  2005.  Dr.  Gomez  founded
Strategic  Healthcare  Systems,  Inc.  in 1996 to improve  access to  affordable
quality  healthcare  for all  Americans and  immigrants.  Dr. Gomez was born and


                                       4
<PAGE>

raised  in San  Jose  California  and  is of  Mexican-American  decent.  He is a
graduate of the  University of California at Berkeley,  where he received a B.A.
in  Biochemistry  in 1972.  Dr.  Gomez  received  his  Medical  Degree  from the
University of California at San Diego in 1974,  which was followed by a straight
surgery internship and residency at Mt. Zion Hospital in San Francisco from 1974
to 1976. Dr. Gomez began his professional career in 1976 working as the director
of the emergency  department for St Francis Hospital in San Francisco.  He began
working  under  the  Biomedical  Corporation  from  1976 to 1977 at the  Alexian
Brothers  Hospital  emergency  room in San Jose.  Dr.  Gomez  went into  private
practice in 1978,  specializing  in  developing  and  implementing  primary care
initiatives.  Dr.  Gomez  brings  over  30  years  of  experience  in  planning,
designing,  and operating medical facilities that provide healthcare care to the
uninsured working Hispanic families in cities throughout California.

      Rueben R. Gomez,  J.D.  became one of our directors on June 14, 2005.  Mr.
Gomez was born and raised in San Jose, California.  He received a B.A. degree in
Criminology  from the  University of California at Berkeley in 1972. He attended
the Santa Clara University  School of Law between 1972 and 1974. He subsequently
received a J.D. degree from the Peninsula  School of Law in 1976. Mr. Gomez took
an  administrative   position  with  American  Emergency  Services  Professional
Corporation 1977 to 1982. He worked as a legal research assistant for the Flores
and Barrios Law firm 1982 to 1987. Mr. Gomez coordinated the Southern California
expansion of immigration  medical services for the Southwest Medical Corporation
from 1986 to 1992.  He is currently  employed the business  coordinator  for the
Meridian Medical Groups Professional Corporation.

      Andrew Mercer became one of our directors on June 14, 2005. Mr. Mercer has
served as chairman, chief executive officer, and president of Mercer Group, Inc.
since 1997.  Mercer  Group is a privately  held  corporation  offering  business
management   and  consulting   services  to  companies   which  have  not  filed
registration   statements   covering  the  initial  public  offerings  of  their
securities.  Mercer  Group  specializes  in offering  consulting  for  corporate
structuring,  business plan development,  corporate document preparation,  other
similar services.  Mr. Mercer is also chairman,  president,  and chief executive
officer of Commerce Development Corporation, Ltd., a reporting company under the
Securities Exchange Act of 1934.

Item 5.03   Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
            Year.

      Not applicable.

Item 5.04   Temporary Suspension of Trading Under Registrant's Employee Benefit
            Plans.

      Not applicable.

Item 5.05   Amendments to the Registrant's Code of Ethics, or Waiver of a
            Provision of the Code of Ethics.

      Not applicable.

Section 6 - [Reserved]

      Not applicable.

Section 7 - Regulation FD

Item 7.01   Regulation FD Disclosure.

      Not applicable.

Section 8 - Other Events

Item 8.01   Other Events.

      Not applicable.


                                       5
<PAGE>

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

      (a)   Financial Statements of Businesses Acquired.

            Not applicable.

      (b)   Pro Forma Financial Information.

            Not applicable.

      (c)   Exhibits.

            Exhibit
            Number      Description
            -------     -----------
            10.1        Stock  Purchase  Agreement  dated as of June 14, 2005 by
                        and among  Cybertel  Capital  Corp.,  Albert  A.  Gomez,
                        Richard  D.  Mangiarelli,   Richard  F.  Schmidt,   Paul
                        Ferandell, John Jordan, and Bruce Caldwell.

            10.2        Employment  Agreement between Cybertel Capital Corp. and
                        Richard D. Mangiarelli

            10.3        Employment  Agreement between Cybertel Capital Corp. and
                        Richard F. Schmidt

                                   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: July 7, 2005                     By: /s/ Richard D. Mangiarelli
                                           -------------------------------------
                                           Richard D. Mangiarelli, Secretary


                                       6
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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) June 14, 2005
                                                -----------------------------

                             Cybertel Capital Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Nevada                         000-26913               86-0862532
--------------------------------------------------------------------------------
(State or other jurisdiction            (Commission             (IRS Employer
      of incorporation)                 File Number)         Identification No.)

   9444 Waples Street, Suite 290, San Diego, California             92121
--------------------------------------------------------------------------------
        (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
--------------------------------------------------------------------------------
         (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))

                                       1
Section 1 - Registrant's Business and Operations

Item 1.01   Entry into a Material Definitive Agreement.

      Change in Control. On June 14, 2005, Cybertel Capital Corp. entered into a
Stock  Purchase  Agreement  by and  among  Albert A.  Gomez,  M.D.,  Richard  D.
Mangiarelli,  Richard  F.  Schmidt,  Paul  Ferandell,  John  Jordan,  and  Bruce
Caldwell. Pursuant to the terms of the agreement, Messrs. Mangiarelli,  Schmidt,
Ferandell,  Jordan,  and Caldwell  collectively  sold an aggregate of 50,000,000
shares of Cybertel's  Series B Preferred  Stock to Dr. Gomez at a purchase price
of $.0003 per share,  or an  aggregate  of  $15,000.  See Item 5.01 for  further
information.

      Employment  Agreements.  On  June  14,  2005,  Cybertel  entered  into  an
employment  agreement  with Richard D.  Mangiarelli  pursuant to which  Cybertel
employs Mr.  Mangiarelli  as its  Secretary  and Chief  Operating  Officer.  The
agreement is for two years and  includes the  following  material  terms:  (i) a
minimum annual base salary of $100,000; (ii) commencing after Cybertel closes on
the  acquisition  of Strategic  Healthcare  Systems,  Inc., for each ten percent
(10%) rise in share price of Cybertel's common stock  (proportionately  adjusted
for  stock  splits,  stock  dividends,  reverse  stock  splits,  and the  like),
calculated quarterly, a $10,000 raise in annual compensation; (iii) annual bonus
of  five  percent  (5%)  of  increased  annual  net  revenues   attributable  to
acquisition  or roll ups of additional  facilities;  (iv) employee  benefits and
perquisites,  including but not limited to, pension plans, deferred compensation
plans, stock options,  annual bonus plans, long term incentive plans, group life
insurance, disability, sickness and accident insurance and health benefits under
such plans and programs as provided to other executives of Cybertel from time to
time; and (v) paid vacation as well as holidays, leave of absence, and leave for
illness  and  temporary  disability  in  accordance  with  Cybertel's  policies.
Cybertel may not terminate Mr.  Mangiarelli's  employment without cause, as that
term is defined in the employment agreement.

      In connection with commencement of Mr. Mangiarelli's employment agreement,
Cybertel granted to Mr. Mangiarelli options to purchase (1) shares of Cybertel's
common  stock  such that the  number of shares  of common  stock  issuable  upon
exercise of the option  shall equal seven and  one-half  percent (7 1/2%) of the
issued and outstanding  common stock as of the date of exercise,  and (2) shares
of  Cybertel's  preferred  stock such that the number of shares of common  stock
issuable upon  exercise of the option shall equal seven and one-half  percent (7
1/2%) of the issued and outstanding  preferred stock as of the date of exercise.
Each option may be exercised for $500.00. The options expire on June 14, 2010.

      On June 14, 2005,  Cybertel  entered  into an  employment  agreement  with
Richard F. Schmidt  pursuant to which Cybertel  employs Mr. Schmidt as its Chief
Financial  Officer.  The  agreement is for two years and includes the  following
material  terms:  (i) a minimum annual base salary of $100,000;  (ii) commencing
after Cybertel closes on the acquisition of Strategic Healthcare Systems,  Inc.,
for each ten  percent  (10%)  rise in share  price of  Cybertel's  common  stock
(proportionately  adjusted for stock  splits,  stock  dividends,  reverse  stock
splits,  and  the  like),  calculated  quarterly,  a  $10,000  raise  in  annual
compensation;  (iii) annual  bonus of five percent (5%) of increased  annual net
revenues attributable to acquisition or roll ups of additional facilities;  (iv)
employee benefits and perquisites,  including but not limited to, pension plans,
deferred  compensation  plans,  stock  options,  annual bonus  plans,  long term
incentive  plans,  group  life  insurance,  disability,  sickness  and  accident
insurance and health benefits under such plans and programs as provided to other
executives  of  Cybertel  from time to time;  and (v) paid  vacation  as well as
holidays,  leave of absence,  and leave for illness and temporary  disability in
accordance with Cybertel's  policies.  Cybertel may not terminate Mr.  Schmidt's
employment without cause, as that term is defined in the employment agreement.

      In connection with  commencement of Mr.  Schmidt's  employment  agreement,
Cybertel  granted to Mr.  Schmidt  options to purchase (1) shares of  Cybertel's
common  stock  such that the  number of shares  of common  stock  issuable  upon
exercise of the option  shall equal seven and  one-half  percent (7 1/2%) of the
issued and outstanding  common stock as of the date of exercise,  and (2) shares
of  Cybertel's  preferred  stock such that the number of shares of common  stock
issuable upon  exercise of the option shall equal seven and one-half  percent (7
1/2%) of the issued and outstanding  preferred stock as of the date of exercise.
Each option may be exercised for $500.00. The options expire on June 14, 2010.

                                       2
Item 1.02   Termination of a Material Definitive Agreement.

      Not applicable.

Item 1.03   Bankruptcy or Receivership.

      Not applicable.

Section 2 - Financial Information

Item 2.01   Completion of Acquisition or Disposition of Assets.

      Not applicable.

Item 2.02   Results of Operations and Financial Condition.

      Not applicable.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant.

      Not applicable.

Item 2.04   Triggering Events That Accelerate or Increase a Direct Financial
            Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

      Not applicable.

Item 2.05   Costs Associated with Exit or Disposal Activities.

      Not applicable.

Item 2.06   Material Impairments.

      Not applicable.

Section 3 - Securities and Trading Markets

Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule
            or Standard: Transfer of Listing.

      Not applicable.

Item 3.02   Unregistered Sales of Equity Securities.

      Pursuant to the  employment  agreements  described in Item 1.01,  Cybertel
granted to each of Richard D.  Mangiarelli  and  Richard F.  Schmidt  options to
purchase (1) shares of Cybertel's common stock such that the number of shares of
common stock issuable upon exercise of the option shall equal seven and one-half
percent (7 1/2%) of the issued and  outstanding  common  stock as of the date of
exercise,  and (2) shares of Cybertel's  preferred stock such that the number of
shares of common stock  issuable  upon  exercise of the option shall equal seven
and one-half  percent (7 1/2%) of the issued and outstanding  preferred stock as
of the date of exercise.  Each option may be exercised for $500.00.  The options
expire on June 14, 2010.

      In  connection  with the issuance of the options,  Cybertel  relied on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933, as amended.

                                       3
Item 3.03   Material Modification to Rights of Security Holders.

      Not applicable.

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01   Changes in Registrant's Certifying Accountant.

      Not applicable.

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
            Audit Report or Completed Interim Review.

      Not applicable.

Section 5 - Corporate Governance and Management

Item 5.01   Changes in Control of Registrant.

      On June 14, 2005,  Cybertel  Capital Corp.  entered into a Stock  Purchase
Agreement by and among Albert A. Gomez, M.D., Richard D. Mangiarelli, Richard F.
Schmidt, Paul Ferandell, John Jordan, and Bruce Caldwell.  Pursuant to the terms
of the agreement, Messrs. Mangiarelli,  Schmidt, Ferandell, Jordan, and Caldwell
collectively  sold an  aggregate of  50,000,000  shares of  Cybertel's  Series B
Preferred  Stock to Dr.  Gomez at a purchase  price of $.0003  per share,  or an
aggregate of $15,000.

      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 Dr. Gomez effectively  transferred control of Cybertel to Dr.
Gomez.

      In connection  with this change in control,  Mr.  Mangiarelli  resigned as
Chief Executive  Officer and Mr. Schmidt resigned as President of Cybertel.  The
board of directors  appointed Dr. Gomez as the new President and Chief Executive
Officer and appointed Mr.  Mangiarelli as Secretary and Chief Operating Officer.
Mr. Schmidt remains as Cybertel's Chief Financial Officer.

      Thereafter,  Messrs. Schmidt, Ferandell,  Jordan, and Caldwell resigned as
directors  of  Cybertel.  Mr.  Mangiarelli,  as  the  remaining  sole  director,
appointed Dr. Gomez,  Rueben Gomez,  and Andrew Mercer to fill three of the four
vacancies on the board of directors.

      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).

      It is the intention of the new management of Cybertel to acquire Strategic
Healthcare Systems, Inc., a Nevada corporation controlled by Dr. Gomez.

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

      See Item 5.01.

      Albert A. Gomez, M.D. became our President,  Chief Executive Officer,  and
the  Chairman of our board of directors  on June 14,  2005.  Dr.  Gomez  founded
Strategic  Healthcare  Systems,  Inc.  in 1996 to improve  access to  affordable
quality  healthcare  for all  Americans and  immigrants.  Dr. Gomez was born and

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raised  in San  Jose  California  and  is of  Mexican-American  decent.  He is a
graduate of the  University of California at Berkeley,  where he received a B.A.
in  Biochemistry  in 1972.  Dr.  Gomez  received  his  Medical  Degree  from the
University of California at San Diego in 1974,  which was followed by a straight
surgery internship and residency at Mt. Zion Hospital in San Francisco from 1974
to 1976. Dr. Gomez began his professional career in 1976 working as the director
of the emergency  department for St Francis Hospital in San Francisco.  He began
working  under  the  Biomedical  Corporation  from  1976 to 1977 at the  Alexian
Brothers  Hospital  emergency  room in San Jose.  Dr.  Gomez  went into  private
practice in 1978,  specializing  in  developing  and  implementing  primary care
initiatives.  Dr.  Gomez  brings  over  30  years  of  experience  in  planning,
designing,  and operating medical facilities that provide healthcare care to the
uninsured working Hispanic families in cities throughout California.

      Rueben R. Gomez,  J.D.  became one of our directors on June 14, 2005.  Mr.
Gomez was born and raised in San Jose, California.  He received a B.A. degree in
Criminology  from the  University of California at Berkeley in 1972. He attended
the Santa Clara University  School of Law between 1972 and 1974. He subsequently
received a J.D. degree from the Peninsula  School of Law in 1976. Mr. Gomez took
an  administrative   position  with  American  Emergency  Services  Professional
Corporation 1977 to 1982. He worked as a legal research assistant for the Flores
and Barrios Law firm 1982 to 1987. Mr. Gomez coordinated the Southern California
expansion of immigration  medical services for the Southwest Medical Corporation
from 1986 to 1992.  He is currently  employed the business  coordinator  for the
Meridian Medical Groups Professional Corporation.

      Andrew Mercer became one of our directors on June 14, 2005. Mr. Mercer has
served as chairman, chief executive officer, and president of Mercer Group, Inc.
since 1997.  Mercer  Group is a privately  held  corporation  offering  business
management   and  consulting   services  to  companies   which  have  not  filed
registration   statements   covering  the  initial  public  offerings  of  their
securities.  Mercer  Group  specializes  in offering  consulting  for  corporate
structuring,  business plan development,  corporate document preparation,  other
similar services.  Mr. Mercer is also chairman,  president,  and chief executive
officer of Commerce Development Corporation, Ltd., a reporting company under the
Securities Exchange Act of 1934.

Item 5.03   Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
            Year.

      Not applicable.

Item 5.04   Temporary Suspension of Trading Under Registrant's Employee Benefit
            Plans.

      Not applicable.

Item 5.05   Amendments to the Registrant's Code of Ethics, or Waiver of a
            Provision of the Code of Ethics.

      Not applicable.

Section 6 - [Reserved]

      Not applicable.

Section 7 - Regulation FD

Item 7.01   Regulation FD Disclosure.

      Not applicable.

Section 8 - Other Events

Item 8.01   Other Events.

      Not applicable.

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Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

      (a)   Financial Statements of Businesses Acquired.

            Not applicable.

      (b)   Pro Forma Financial Information.

            Not applicable.

      (c)   Exhibits.

            Exhibit
            Number      Description
            -------     -----------
            10.1        Stock  Purchase  Agreement  dated as of June 14, 2005 by
                        and among  Cybertel  Capital  Corp.,  Albert  A.  Gomez,
                        Richard  D.  Mangiarelli,   Richard  F.  Schmidt,   Paul
                        Ferandell, John Jordan, and Bruce Caldwell.

            10.2        Employment  Agreement between Cybertel Capital Corp. and
                        Richard D. Mangiarelli

            10.3        Employment  Agreement between Cybertel Capital Corp. and
                        Richard F. Schmidt

                                   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: July 7, 2005                     By: /s/ Richard D. Mangiarelli
                                           -------------------------------------
                                           Richard D. Mangiarelli, Secretary

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