SEC Info - NW Tech Capital, Inc. - ‘S-3’ on 5/15/02

SEC Info℠

Home

Help

Please Sign In

NW Tech Capital, Inc. – ‘S-3’ on 5/15/02

On: Wednesday, 5/15/02, at 11:25am ET · Accession #: 1010412-2-100 · File #: 333-88262

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/15/02  NW Tech Capital, Inc.             S-3                    3:55K                                    Burningham Leonard W/FA

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         21     83K 
                          Pursuant to a Transaction                              
 2: EX-5        Opinion re: Legality                                   1      7K 
 3: EX-23       Consent of Experts or Counsel                          1      6K

S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Calculation of Registration Fee Exhibits Indemnification of Directors And Officers Offering, The Other Expenses of Issuance And Distribution Risk Factors Selling Security Holders The Offering Undertakings Use of proceeds
1	1st Page - Filing Submission
"	Calculation of Registration Fee
3	The Offering
4	Risk Factors
10	Use of proceeds
11	Selling Security Holders
17	Item 14. Other Expenses of Issuance And Distribution
"	Item 15. Indemnification of Directors And Officers
18	Item 16. Exhibits
19	Item 17. Undertakings

S-3 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 
U.S. Securities and Exchange Commission         
Washington, D.C. 20549      

Form S-3          

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             

CYBERTEL COMMUNICATIONS CORP.         
-----------------------------         
(Name of small business issuer in its charter)        

Nevada                                       86-0862532       
------                                       ----------       
(State or jurisdiction of                            (I.R.S. Employer           
incorporation or organization)                      Identification No.)         

2820 La Mirada  Drive, Suite H      
Vista, California 92083     
(858) 646-7410    
--------------    
(Address and telephone number of principal executive offices) 

Richard D. Mangiarelli      
2820 La Mirada  Drive, Suite H      
Vista, California 92083     
(858) 646-7410    
--------------    
(Name, address and telephone number of agent for service)   

Copies to:        
Branden T. Burningham, Esq.       
455 East 500 South, Suite 205         
Salt Lake City, Utah 84111        
(801) 363-7411        

Approximate date of proposed sale to the public: As soon as practicable after   
the effective date of this registration statement.                              

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the           
following box. [ ]                                                              

  If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933 (the "Securities Act"), other than securities offered only in           
connection with dividend or interest reinvestment plans, check the following    
box: [X]                                                                        

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following    
box and list the Securities Act registration statement number of the earlier    
effective registration statement for the same offering: [ ]                     

  If this Form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering: [ ]                                                      

If delivery of the prospectus is expected to be made pursuant to Rule 
434, please check the following box: [ ]                                        

==============================================================================  

   CALCULATION OF REGISTRATION FEE

Title of                                                                        
Each                                  Proposed    Proposed                      
Class of                              Maximum     Maximum                       
Securities          Amount of         Offering    Aggregate      Amount of      
to be               shares to be      Price per   Offering       Registration   
Registered          Registered        Share (1)   Price (1)      Fee            
==============================================================================  

Common Stock (2)(3)    200,000         $0.33      $   66,000       $ 15.77      
Common Stock (2)(4)  1,190,476         $0.168     $  200,000       $ 47.80      
Common Stock (2)(5) 13,634,677         $0.168     $2,290,626       $547.46      

TOTALS              15,025,153                    $2,556,626       $611.03      

==============================================================================  

(1)  Estimated solely for the purpose of calculating the registration fee       
under Rule 457(c) under the Securities Act on the basis of the average of the   
bid and asked price of our common stock as quoted on the OTC Electronic         
Bulletin Board on May 13, 2002.                                                 

(2)  We are registering 15,025,153 shares of common stock that the selling      
stockholders may sell as outlined herein.  In accordance with Rule 416          
promulgated under the Securities Act, a presently undeterminable number of      
shares of common stock are also being registered hereunder which may be issued  
in the event the anti-dilution provisions of our outstanding warrants become    
operative.                                                                      

(3)  Represents shares issuable upon the exercise of warrants issued by us and  
having an exercise price of $0.33 per share as outlined under the caption       
"Selling Security Holders."                                                     

(4)  Represents the maximum number of shares issuable upon conversion of an 8%  
Convertible Note in the amount of $200,000.  As of May 13, 2002, the            
conversion price of the Note was $0.168 per share, and this amount has been     
used in determining the number of shares being registered, the offering price   
for these shares and the registration fee.                                      

(5)  Represents shares issuable upon the conversion of 2,020 shares of 6%       
Convertible Series A Preferred Stock having a stated value of $1,000 per        
share.  As of May 13, 2002, the conversion price of the Preferred Stock was     
$0.168 per share, and this amount has been used in determining the number of    
shares being registered, the offering price for these shares and the            
registration fee.                                                               

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL      
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNTIL THE     
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES    
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.   

S-3 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
 CYBERTEL COMMUNICATIONS CORP.
15,025,153 Shares of Common Stock 

   This prospectus covers an aggregate of 15,025,153 shares of our
common stock (the "Shares") that the selling stockholders may sell as outlined  
herein. It has been filed with the Securities and Exchange Commission as part   
of a registration statement that you may examine in the Securities and          
Exchange Commission's EDGAR Archives.                                           

        Our common stock is quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc.(the "NASD") under the symbol "CYTP."    
Our common stock bid and asked prices on May 13, 2002, were $0.21 bid and       
$0.23 asked.                                                                    

    THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  SEE THE CAPTION
"RISK FACTORS," BEGINNING ON PAGE 3 OF THIS PROSPECTUS.                         

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved any of these securities or    
passed upon the adequacy or accuracy of the prospectus.  Any representation to  
the contrary is a criminal offense.                                             

The date of this prospectus is __________, 2002.            

S-3 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
PROSPECTUS SUMMARY  

CYBERTEL COMMUNICATIONS CORP. 
----------------------------- 

The Company 
----------- 

    You should carefully read our entire prospectus and consolidated
financial statements and related notes.  Unless the context requires            
otherwise, "we," "us," "our" and similar terms, as well as references to        
"Cybertel," refer to Cybertel Communications Corp., a Nevada corporation.       

        We are a provider of long distance voice and data telecommunications
services.  We use the network switching and transport facilities of Tier I      
long distance providers such as Qwest, Global Crossing and Call Services, to    
provide a broad array of integrated long distance telecommunications services   
such as long distance, calling cards and wireless communications.               

  Our offices are located at 2820 La Mirada Drive, Suite H, Vista,
California 92083.  Our telephone number is (858) 646-7410.                      

The Offering              
------------              

Securities offered by us . . . .None.                                           

Securities that may be sold                                                     
by our stockholders . . . . . . 15,025,153 shares of our common stock.          

Use of proceeds . . . . . . . . We will not receive any money from the          
                             selling stockholders when they sell shares of
                            our common stock; however, at current market
                              prices for our common stock, we may receive up
               to $66,000 from the exercise of
                           outstanding warrants to acquire shares that
                             are being registered.  As of the date of this
                           prospectus, none of these warrants has been
exercised.      

Offering Price . . . . . . . . .Market prices prevailing at the time of sale,   
                          at prices related to the prevailing market
                        prices, at negotiated prices or at fixed
                prices, all of which may change.

Transfer Agent . . . . . . . . .Pacific Stock Transfer, 500 East Warm Springs,  
                              Suite #240, Las Vegas, Nevada 84111, serves as
                        the transfer agent and registrar for our
       outstanding securities.

We have agreed to pay all costs and expenses relating to the
registration of our common stock.  The selling stockholders will be             
responsible for any related commissions, taxes, attorney's fees and other       
charges relating to the offer or sale of these securities.  The selling         
stockholders may sell their common stock through one or more broker/dealers,    
and these broker/dealers may receive compensation in the form of underwriting   
discounts, concessions or commissions from the selling stockholders as they     
shall agree.                                                                    

2             

S-3 4th Page of 21 TOC 1st Previous Next ↓Bottom Just 4th
RISK FACTORS          
------------          

       Our present and intended business operations are highly speculative
and involve substantial risks.  Only investors who can bear the risk of losing  
their entire investment should consider buying our shares.  Among the risk      
factors that you should consider are the following:                             

We have a limited operating history.                        
------------------------------------                        

       Cybertel was incorporated in June, 1996 for the purpose of engaging
in any lawful activity.  Our plan of operations calls for us to create an       
international, facilities-based communications network.  However, we are still  
in a formative stage.  You should be aware that new businesses in a highly      
competitive industry normally encounter many difficulties. It is not clear      
that we will succeed with our business plans or in marketing our products and   
services.  As a consequence, we can not assure you that we will be able to      
operate profitably in the future.                                               

We have had negative operating results.                     
---------------------------------------                     

   Cybertel is still a development stage company.  We have not yet
earned an annual profit.  Our gross revenues and net losses for the three       
calendar years ended December 31, 2001, are shown below:                        

Year ended                Gross                    Net                
December 31,              Revenues                 Loss               
------------              --------                 ----               

1999 (restated)         $2,686,605             $2,402,470     
2000 (restated)         $1,037,442             $4,900,994     
2001                    $1,407,183             $1,818,300     

        We may continue to report losses on an annual basis and our business
may never be profitable.                                                        

        A continued downturn in economic conditions or any significant price
decreases in the telecommunications industry could hurt our business.           
Economic conditions such as inflation may also make attractive financing rates  
unavailable to us or our customers and may hurt our business.  Deflation may    
also reduce our income if our costs of providing services increase from the     
time that we sell the services until the time that we provide them.             

3         

S-3 5th Page of 21 TOC 1st Previous Next ↓Bottom Just 5th
We operate in a highly competitive industry.                  
--------------------------------------------                  

       We operate in a highly competitive industry.  Most of our competitors
have much more experience in the industry and have many more assets and         
customers than we have.  As a result, we may not be able to compete             
successfully in the telecommunications industry.                                

We are subject to governmental regulation.                    
------------------------------------------                    

   Internet service providers, also known as "ISPs," are generally
considered to be "enhanced service providers" within the United States and are  
presently exempt from federal and state regulations governing common carriers.  
However, this is an expanding medium that may be the subject of future          
regulation by federal and state agencies.   In April, 1998, the Federal         
Communications Commission indicated that it will examine whether certain forms  
of "phone-to-phone" Internet protocol are information services or               
telecommunication services.  In September, 1999, the FCC initiated a notice of  
inquiry regarding voice or Internet telephony (both computer-to-computer and    
phone-to-phone Internet telephony), seeking comment  on the availability of     
Internet telephony, the extent to which it has begun to replace traditional     
telecommunications services, the percentage of disabled persons who utilize     
Internet telephony and whether it falls under the purview of Section 255 of     
the Telecommunications Act of 1996.  Also, in 1998, two regional bell           
operating companies advised Internet telephony providers that these companies   
would impose access charges on Internet telephony traffic.  The Public          
Utilities Commissions of Nebraska and Colorado have dismissed petitions         
regarding these companies, but Nebraska has indicated that it will hold a       
public hearing to consider and seek comment on the following issues: (1)        
whether its preliminary finding that traffic to ISPs is "local" in nature is    
correct; (2) how carriers should compensate each other for calls placed to      
ISPs; (3) whether interexchange carriers providing Internet telephony must pay  
intrastate access charges; and (4) whether ISPs and providers of Internet       
telephony should contribute to the state's universal service fund.  We can not  
presently assess the potential adverse effects, including the possibility of    
charging for the use of Internet telephone use, that any such regulation may    
have.                                                                           

We rely heavily on existing management.                       
---------------------------------------                       

      Our operations depend primarily upon the experience and expertise of
Richard Mangiarelli, our Chief Executive Officer, President and director.  The  
loss of Mr. Mangiarelli would seriously impede our operations.                  

 We also depend on our ability to attract and retain qualified
management, administrative and sales personnel to support our anticipated       
growth.  We can not assure you that we will be able to attract qualified        
personnel.  We carry $1,000,000 in key man insurance on the life of Mr.         
Mangiarelli.  We do not have key man insurance on the lives of our other        
officers.  We have entered into employment contracts with Mr. Mangiarelli and   
Richard Schmidt.  Each of these employment contracts contains an Exhibit 1      
titled "Employee Non-Disclosure, Non-Competition and Assignment of Inventions   
Agreement."  Under these agreements, Messrs. Mangiarelli and Schmidt agreed     
not to engage in or have a financial interest in any activity or business that  
competes with our business.                                                     

4         

S-3 6th Page of 21 TOC 1st Previous Next ↓Bottom Just 6th
Technology in our industry evolves rapidly.                 
-------------------------------------------                 

        The telecommunications industry is characterized by rapidly evolving
technology.  We believe that our success will depend on our ability to offer    
timely new services based on evolving technologies and industry standards.  We  
intend to develop new services.  However, we may not be able to develop these   
new services or to obtain new technologies on favorable terms.  In addition,    
the market may not accept these services and technologies. Our competitors may  
develop products or services that are technologically superior to ours or that  
achieve greater market acceptance.  Our competitors' development of any         
superior technology, or our inability to successfully respond to such a         
development, could make our existing products or services obsolete and could    
hurt our business.                                                              

We do not expect to pay dividends on our common stock.      
------------------------------------------------------      

     We have never paid any cash dividends on our common stock.  We do
not expect to pay any dividends in the foreseeable future.                      

   The holders of our preferred shares have a dividend preference.
   ---------------------------------------------------------------

 Even if we decide to pay dividends on our common stock in the
future, we must pay all accrued dividends to the holders of our Series A 6%     
Convertible Preferred Stock first.  This makes it even less likely that we      
will pay dividends to our common stock holders in the foreseeable future.       

       Sales of our common stock under Rule 144 may hurt its market price.
       -------------------------------------------------------------------

   Of the 9,416,862 currently issued and outstanding shares of our
common stock, approximately 6,458,839 are freely tradeable, and approximately   
2,958,823 are "unregistered" and "restricted" securities.  Our restricted       
securities are restricted from resale other than through a transaction          
complying with the provisions of Rule 144, adopted under the Securities Act of  
1933, or some other exemption from registration.                                

  Under Rule 144, if certain information about the operating and
financial affairs of the Company is publicly available, stockholders who have   
held restricted securities for a period of one year may sell in any three       
month period up to:                                                             

   the greater of 1% of our outstanding common stock; or

        the average weekly reported volume of common stock trading
             during the four calendar weeks preceding the filing of a notice
of proposed sale.                                 

 Under Rule 144(k), non-affiliates may make unlimited sales of
restricted stock if they have held their shares for two years, regardless of    
the other Rule 144 requirements.  Future sales of our shares under Rule 144     
could depress the market price of our common stock.                             

5   

S-3 7th Page of 21 TOC 1st Previous Next ↓Bottom Just 7th
Our directors and officers may face conflicts of interest.  
----------------------------------------------------------  

   Although they have no present plans to do so, our directors and
officers may become officers, directors, controlling shareholders or partners   
of other entities engaged in a variety of businesses.  Their involvement in     
these activities may create conflicts of interest over use of time and          
corporate opportunity.                                                          

    The market value of our common stock has no relation to its book
value.                                                                          
------                                                                          

        There is no correlation between the market price of our common stock
and its book value.  As of December 31, 2001, the net book value of a share of  
our common stock was $(0.027).  The average closing bid price of a share of     
our common stock during the quarterly period ending on that date was $0.32 per  
share.  This price does not necessarily bear any relationship to our asset      
value, net worth or other established criteria of value.  You should not        
consider it to be the actual value of Cybertel or our common stock.  Based on   
this "book value" determination of the value of our common stock, it is         
overvalued.  We can not assure you that present or future stockholders will be  
able to resell their shares at a profit.                                        

The limited market for our shares will make their price more
volatile.                                                                       
---------                                                                       

     The market for our common stock is very limited.  A larger market
may never develop or be maintained.  The market for our common stock is likely  
to be volatile and many factors may affect the market.  These include, for      
example:                                                                        

  Our success, or lack of success, in marketing our products and
services;                                                   

Competition;                                                

Governmental regulations; and                               

Fluctuations in operating results.                          

     The stock markets have experienced, and will probably continue to
experience, extreme price and volume fluctuations.  These fluctuations have     
affected the market price of many small capital companies' shares, and have     
often been unrelated to the companies' operating results.  These broad market   
fluctuations, as well as general economic and political conditions, may         
decrease the market price of our common stock in any market that develops.      

6         

S-3 8th Page of 21 TOC 1st Previous Next ↓Bottom Just 8th
Our stock is considered "penny stock."                      
------------------------------------------                  

   Our common stock is deemed to be  "penny stock" as that term is
defined in Reg. Section 240.3a51-1 of the Securities and Exchange Commission.   
Penny stocks are stocks:                                                        

with a price of less than five dollars per share; 

      that are not traded on a "recognized" national exchange;

           whose prices are not quoted on the NASDAQ automated quotation
          system (NASDAQ-listed stocks must still have a price of five
dollars or more; or                               

          in issuers with net tangible assets less than $2,000,000 (if
            the issuer has been in continuous operation for at least three
            years) or $5,000,000 (if in continuous operation for less than
            three years), or with average revenues of less than $6,000,000
for the last three years.                         

    Section 15(g) of the 1934 Act, and Reg. Section 240.15g-2 of the
Securities and Exchange Commission require broker-dealers dealing in penny      
stocks to provide potential investors with a document disclosing the risks of   
penny stocks and to obtain a manually signed and dated written receipt of the   
document before effecting any transaction in a penny stock for the investor's   
account.  We urge potential investors in our common stock to obtain and read    
this disclosure carefully before purchasing any shares of "penny stock."        

    Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor  
for transactions in such stocks before selling any penny stock to that          
investor.  This procedure requires the broker-dealer to:                        

             obtain from the investor information about his or her financial
         situation, investment experience and investment objectives;

   reasonably determine, based on that information, that
            transactions in penny stocks are suitable for the investor and
         that the investor has enough knowledge and experience to be
     able to evaluate the risks of penny stock transactions;

             provide the investor with a written statement setting forth the
             basis on which the broker-dealer made his or her determination;
and                                               

       receive a signed and dated copy of the statement from the
             investor, confirming that it accurately reflects the investor's
       financial situation, investment experience and investment
objectives.                                       

       Compliance with these requirements may make it harder for investors
in our common stock to resell their shares to third parties.                    

7       

S-3 9th Page of 21 TOC 1st Previous Next ↓Bottom Just 9th
We will face many risks in executing our growth strategy.   
---------------------------------------------------------   

A principal component of our growth strategy is to build a  
telecommunications network in the United States.  Our ability to do this        
depends on a number of factors, including:                                      

the availability of attractive opportunities;     

        our ability to acquire these opportunities on economically
feasible terms;                                   

      our ability to obtain the money necessary to finance our
         acquisition of facilities and to cover any necessary sales,
marketing and operation expenses;                 

our ability to market and sell services; and      

          our ability to manage rapidly growing operations effectively
and to our customers' satisfaction.               

    We can not assure you that we will be successful in any of these
areas.                                                                          

The auditor's "going concern" qualification in our financial
statements might create additional doubt about our ability to stay in           
business.                                                                       
---------                                                                       

   Our Independent Auditors' Report issued on March 25, 2002, with
respect to our audited financial statements for the years ended December 31,    
2001 and 2000, expresses substantial doubt about our ability to continue as a   
going concern, due to our history of operating losses, deficit in working       
capital and stockholders' deficit.                                              

FORWARD-LOOKING INFORMATION       
---------------------------       

       This is a summary of the terms of the common stock described in and
offered by this prospectus.  It does not contain all of the information that    
may be important to you.  This prospectus contains "forward-looking"            
information within the meaning of the Private Securities Litigation Reform      
Act of 1995.  Forward-looking statements contained in this prospectus involve   
known and unknown risks, uncertainties and other factors that could cause       
actual results, financial or operating performance to differ from the future    
results, financial or operating performance or achievements expressed or        
implied by these forward-looking statements.  You should carefully read the     
this prospectus and the risks factors outlined above, along with the more       
detailed information, financial statements and the notes to the financial       
statements appearing elsewhere in this prospectus before you decide whether to  
purchase the common stock described in this prospectus.                         

8         

S-3 10th Page of 21 TOC 1st Previous Next ↓Bottom Just 10th
USE OF PROCEEDS               
---------------               

     We are registering 200,000 shares that underlie warrants.  All of
these warrants are exercisable at a purchase price of $0.33 per share.  As of   
the date of this prospectus, none of these 200,000 warrants had been            
exercised.  As of May 13, 2002, the bid price of our common stock was $0.21     
per share.  The warrant holder is very unlikely to exercise its warrants        
unless our stock price exceeds the exercise price of the warrants.  As of May   
13, 2002, our stock price was less than the exercise price of these 200,000     
warrants.                                                                       

      If all of these warrants were exercised, we would receive proceeds
of $66,000, based on the current market price of our common stock.  We expect   
that we would allocate these proceeds to working capital.                       

DETERMINATION OF OFFERING PRICE AND DILUTION            
--------------------------------------------            

    We will not receive any money from the selling stockholders when
they sell their shares of common stock, though we will receive funds from any   
exercise of the warrants.  The selling stockholders may sell all or any part    
of their shares in private transactions or in the over-the-counter market at    
prices related to the prevailing prices of our common stock at the time of      
negotiation.  Because we cannot accurately predict the prices of these sales,   
we cannot accurately estimate the amount of any dilution that may result from   
the purchase price of any of these shares.  "Dilution" is the difference        
between the price paid for the shares and our "net tangible book value." The    
net tangible book value (deficit) of our common stock on December 31, 2001,     
was ($236,203) or ($0.027) per share.  Net tangible book value per share is     
determined by subtracting our total liabilities from our total tangible assets  
and dividing the remainder by the number of shares of common stock              
outstanding.  Taking into account the exercise of the above-referenced          
warrants as of December 31, 2001, our net tangible book value (deficit) at      
that date would be ($140,203), divided by 9,051,136 outstanding shares,         
resulting in a net tangible book value (deficit) of ($0.016) per share.  As of  
the date of this prospectus, none of these warrants has yet been exercised.     
The offer and sale by the selling stockholders of common stock that is then     
outstanding, including those shares underlying the warrants, will not have any  
effect on the net tangible book value (deficit)of our common stock, after       
taking into account the exercise of the warrants.                               

     We can not assure you that any public market for our common stock
will equal or exceed the sales price of our shares of common stock sold by our  
stockholders.  Purchasers of our shares face the risk that their shares will    
not be worth what they paid for them.                                           

9     

S-3 11th Page of 21 TOC 1st Previous Next ↓Bottom Just 11th
SELLING SECURITY HOLDERS        
------------------------        

The following table provides information about the selling  
stockholders and the common stock that each may sell, or retain after this      
offering, if any:                                                               

Common Stock (1)    
----------------    

Names of Selling    Number of Shares  Number of Shares      Number of Shares    
Stockholders          Beneficially         to be          Beneficially Owned  
in the Offering           Owned          Registered        after the Offering   
---------------     ----------------  ----------------     ------------------   

Alpha Capital         1,390,476 (2)     1,390,476 (2)             -0-           
Aktiengesellschaft                                                              

Adara Investors LLC  13,713,609 (3)    13,634,677                78,932         

              ---------         ----------             ---------
            15,104,085        15,025,153                78,932

   (1) We assume no purchase in this offering by the selling stockholders of
any shares of our common stock.  No director, advisory director, executive      
officer or any "associate" of any director, advisory director or executive      
officer has any interest, direct or indirect, by security holdings or           
otherwise, in any of the selling stockholders.                                  

(2)  Of this amount, 200,000 shares are issuable upon the exercise of 
warrants having an exercise price of $0.33 per share, exercisable until March   
26, 2007.  The remaining 1,190,476 shares are issuable upon conversion of an    
8% Convertible Note in the amount of $200,000.  The Note is convertible at the  
lesser of: (i) $0.216 per share; or (ii) 80% of the three lowest closing bid    
prices for our common stock for the 30 trading days immediately preceding but   
not including the conversion date.  As of May 13, 2002, the applicable          
conversion price was $0.168 per share.                                          

(3)  Of this amount, 13,634,677 shares are issuable upon conversion of
the 6% Convertible Series A Preferred Stock, including 1,610,868 shares that    
are issuable upon conversion of accrued dividends of $270,625.  The preferred   
stock is convertible into common stock at the lower of:  (i) 110% of the        
average closing bid price for our common stock for the five trading days        
immediately preceding the initial closing date of Adara's acquisition of the    
preferred stock; or (ii) 80% of the average of the three lowest closing bid     
prices of our shares of common stock for the 25 trading days immediately        
preceding the date that the preferred stock is converted into common stock.     
Adara currently holds 78,932 shares of common stock that were received upon     
conversion of Preferred Stock.                                                  

PLAN OF DISTRIBUTION        
--------------------        

     We are registering the shares of our common stock covered by this
prospectus.                                                                     

      We will pay the costs, expenses and fees of registering our common
stock.  All of the selling stockholders will be responsible for any related     
commissions, taxes, attorney's fees and other charges that each may incur in    
connection with the offer or sale of these securities.                          

       The selling stockholders may sell our common stock at market prices
prevailing at the time of the sale, at prices related to the prevailing market  
prices, at negotiated prices or at fixed prices, any of which may change.       
They may sell some or all of their common stock through:                        

10

S-3 12th Page of 21 TOC 1st Previous Next ↓Bottom Just 12th
  *    ordinary broker's transactions, which may include long or
short sales;                                    

       *    purchases by brokers, dealers or underwriters as principal and
            resale by those purchasers for their own accounts under this
prospectus;                                     

         *    market makers or into an existing market for our common stock;

  *    transactions in options, swaps or other derivatives; or

   *    any combination of the selling options described in this
    prospectus, or by any other legally available means.

In addition, the selling stockholders may enter into hedging
transactions with broker/dealers, who may engage in short sales of our common   
stock in the course of hedging the positions they assume.  Finally, they may    
enter into options or other transactions with broker/dealers that require the   
delivery of our common stock to those broker/dealers.  Subsequently, the        
shares may be resold under this prospectus.                                     

      In their selling activities, the selling stockholders will have to
comply with applicable provisions of the Securities Exchange Act of 1934 (the   
"Exchange Act"), and its rules and regulations, including Regulation M.  These  
may limit the timing of purchases and sales of our common stock by the selling  
stockholders.                                                                   

        The selling stockholders and any broker/dealers involved in the sale
or resale of our common stock may qualify as "underwriters" within the meaning  
of Section 2(11) of the Securities Act.  In addition, the broker/dealers'       
commissions, discounts or concessions may qualify as underwriters'              
compensation under the Exchange Act.  If any broker/dealer or selling           
stockholder qualifies as an "underwriter," he/it will have to deliver our       
prospectus as required by Rule 154 of the Securities and Exchange Commission.   
In addition, any broker/dealer that participates in a distribution of these     
shares will not be able to bid for, purchase or attempt to induce any person    
to bid for or purchase any of these shares as long as the broker/dealer is      
participating in the distribution.  The ability of participating                
broker/dealers to stabilize the price of our shares will also be restricted.    

      If the selling stockholders sell our shares to or through brokers,
dealers or agents, they may agree to indemnify these brokers, dealers or        
agents against liabilities arising under the Securities Act or the Exchange     
Act.  We do not know of any existing arrangements between the selling           
stockholders and any other stockholder, broker, dealer, underwriter or agent    
relating to the sale or distribution of our common stock.                       

        In addition to selling their common stock under this prospectus, the
selling stockholders may:                                                       

       *    transfer their common stock in other ways not involving market
       makers or established trading markets, including by gift,
distribution or other transfer; or                

     *    sell their common stock under Rule 144 of the Securities and
            Exchange Commission, if the transaction meets the requirements
of Rule 144.                                      

11  

S-3 13th Page of 21 TOC 1st Previous Next ↓Bottom Just 13th
      We have advised the selling stockholders that during the time they
are engaged in the distribution of our common stock that they own, they must    
comply with Rule 10b-5 and Regulation M promulgated by the Securities and       
Exchange Commission under the Exchange Act. They must do all of the following   
under this Rule and Regulation:                                                 

        *    not engage in any stabilization activity in connection with our
common stock;                                     

    *    furnish each broker who may be offering our common stock on
           their behalf the number of copies of this prospectus required
by each broker;                                   

      *    not bid for or purchase any of our common stock or attempt to
          induce any person to purchase any of our common stock, other
than as permitted under the Exchange Act;         

*    not use any device to defraud;                         

        *    not make any untrue statement of material fact or fail to state
any material fact; and                            

      *    not engage in any act that would operate as a fraud or deceit
            upon any person in connection with the purchase or sale of our
shares.                                           

    To the extent that any selling stockholder may be an "affiliated
purchaser" as defined in Regulation M, he/it has been further advised that      
he/it must coordinate his/its sales under this prospectus with us for the       
purposes of Regulation M.                                                       

To the extent required by the Securities Act, a supplemental
prospectus will be filed, disclosing:                                           

*    the name of any broker/dealers;                        

*    the number of securities involved;                     

*    the price at which the securities are to be sold;      

        *    the commissions paid or discounts or concessions allowed to the
broker/dealers, where applicable;                 

     *    that the broker/dealers did not conduct any investigation to
   verify the information set out in this prospectus, as
supplemented;                                     
and                                               

*    other facts material to the transaction.               

       There is no assurance that any selling stockholder will sell any of
our common stock.                                                               

12    

S-3 14th Page of 21 TOC 1st Previous Next ↓Bottom Just 14th
INTEREST OF NAMED EXPERTS AND COUNSEL       
-------------------------------------       

   The financial statements of Cybertel Communications Corp. as of
December 31, 2001 and for the years ended December 31, 2001, and 2000,          
included in its Annual Report on Form 10-KSB have been audited by Malone &      
Bailey, PLLC, independent auditors, as set forth in its report included         
therein and incorporated herein by reference, and are incorporated herein by    
reference in reliance upon such report given on the authority of such firm as   
experts in accounting and auditing.                                             

Leonard W. Burningham, Esq. and Branden T. Burningham, Esq.,
lawyers, of Salt Lake City, Utah, father and son, associates in the practice    
of law and co-counsel for our company, have prepared the registration           
statement and this prospectus and will provide any legal opinions required      
with respect to any related matter.  Neither beneficially owns any shares of    
our common stock.                                                               

  We have not hired any expert or counsel on a contingent basis.
Except as indicated above, no expert or counsel will receive a direct or        
indirect interest in our company, and no such person was a promoter,            
underwriter, voting trustee, director, officer or employee of our company.      

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE   
-------------------------------------------------   

       The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus information that we file with the Commission    
in other documents.  This means that we can disclose important information to   
you by referring to other documents that contain that information.  The         
information incorporated by reference is considered to be part of this          
prospectus, and information that we file with the Commission in the future and  
incorporate by reference will automatically update and may supersede the        
information contained in this prospectus.  We incorporate by reference the      
documents listed below and any future filings we make with the Commission       
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of      
1934, as amended, prior to the sale of all the shares covered by this           
prospectus.                                                                     

   *  Our Annual Report on Form 10-KSB for the calendar year ended
   December 31, 1999, filed with the Securities and Exchange
Commission on March 31, 2000;                         

   *  Our Annual Report on Form 10-KSB for the calendar year ended
   December 31, 2001, filed with the Securities and Exchange
Commission on April 12, 2002;                         

   *  Our Quarterly Report on Form 10-QSB for the quarterly period
      ended March 31, 2002, filed with the Securities and Exchange
Commission on May 14, 2002;                           

       *  Our Current Report on Form 8-K, dated March 26, 2002, filed with
      the Securities and Exchange Commission on April 4, 2002; and

        *  The description of our common stock contained in our Exchange Act
         Registration Statement on Form 10-SB, filed with the Securities
         and Exchange Commission on August 2, 1992, and our Registration
       Statements on Forms 10-SB-A1, 10-SB-A2 and 10-SB-A3, filed on
    August 16, 1999, September 30, 1999, and October 15, 1999,
respectively.                                         

You may request free copies of these filings by writing or  
telephoning us at the following address:  2820 La Mirada Drive, Suite H,        
Vista, California  92083; telephone (858) 646-7410.                             

13        

S-3 15th Page of 21 TOC 1st Previous Next ↓Bottom Just 15th
WHERE YOU CAN FIND MORE INFORMATION     
-----------------------------------     

        We file periodic reports and other documents with the Securities and
Exchange Commission.  You may read and copy any document we file at the         
Commission's public reference room at 450 Fifth Street, N.W., Room 1024,        
Washington, D.C. 20549.  You should call 1-800-SEC-0330 for more information    
about the public reference room.  Our Commission filings are also available on  
the SEC's web site:  www.sec.gov.                                               

    This prospectus is part of our registration statement and does not
contain all of the information included in the registration statement.          
Whenever this prospectus refers to any contract or other document of Cybertel   
Communications Corp., the reference may not be complete and you should refer    
to the exhibits that are a part of the registration statement for a copy of     
the contract or document.                                                       

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT   
LIABILITIES 
----------- 

       Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee or corporate  
agent "who was or is a party or is threatened to be made a party to any         
threatened, pending or completed action, suit or proceeding, whether civil,     
criminal, administrative or investigative, except an action by or in the right  
of the corporation" due to his or her corporate role.  Section 78.751(1)        
extends this protection "against expenses, including attorneys' fees,           
judgments, fines and amounts paid in settlement actually and reasonably         
incurred by him or her in connection with the action, suit or proceeding if he  
or she acted in good faith and in a manner which he or she reasonably believed  
to be in or not opposed to the best interests of the corporation, and, with     
respect to any criminal action or proceeding, had no reasonable cause to        
believe his or her conduct was unlawful."                                       

       Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,     
employee or agent who is sued, or is threatened with a suit, by or in the       
right of the corporation.  The party must have been acting in good faith and    
with the reasonable belief that his or her actions were not opposed to the      
corporation's best interests.  Unless a court rules that the party is           
reasonably entitled to indemnification, the party seeking indemnification must  
not have been found liable to the corporation.                                  

       To the extent that a corporate director, officer, employee or agent
is successful on the merits or otherwise in defending any action or proceeding  
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS     
requires that he or she be indemnified "against expenses, including attorneys'  
fees, actually and reasonably incurred by him or her in connection with the     
defense."                                                                       

14

S-3 16th Page of 21 TOC 1st Previous Next ↓Bottom Just 16th
      Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders,     
(2)the majority of a disinterested quorum of directors, or (3) independent      
legal counsel determine that indemnification is proper under the                
circumstances.                                                                  

 Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action    
or proceeding upon receipt of an undertaking.  Section 78.751(6)(a) provides    
that the rights to indemnification and advancement of expenses shall not be     
deemed exclusive of any other rights under any bylaw, agreement, stockholder    
vote or vote of disinterested directors.  Section 78.751(6)(b) extends the      
rights to indemnification and advancement of expenses to former directors,      
officers, employees and agents, as well as their heirs, executors and           
administrators.                                                                 

        Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and       
maintain insurance on his or her behalf against liability resulting from his    
or her corporate role.                                                          

   Article IX of our Articles of Incorporation limits the personal
liability of a director or executive officer for damages for breach of          
fiduciary duty to acts or omissions involving intentional misconduct, fraud or  
a knowing violation of law.  In addition, Article X provides for                
indemnification of our directors and executive officers to substantially the    
same extent as the NRS.                                                         

Insofar as indemnification for liabilities arising under the  
Securities Act may be permitted to our directors, executive officers            
and controlling persons pursuant to the foregoing provisions or otherwise, we   
have been advised that in the opinion of the Securities and Exchange            
Commission that indemnification is against public policy as expressed in the    
Securities Act and is, therefore, unenforceable.                                

15            

S-3 17th Page of 21 TOC 1st Previous Next ↓Bottom Just 17th
PART II               

INFORMATION NOT REQUIRED IN PROSPECTUS              

Item 14.  Other Expenses of Issuance And Distribution.                          
--------------------------------------------                

        The following table sets forth the expenses which we expect to incur
in connection with the registration of the shares of common stock being         
registered by this registration statement.  Normal commission expenses and      
brokerage fees are payable individually by the selling stockholders.  All of    
these expenses, except for the Commission registration fee, are estimated:      

Securities and Exchange Commission registration fee........$   611.03       
Legal fees and expenses....................................$20,000.00       
Accounting fees............................................$ 3,500.00       

Total.................................................$24,111.03  

Item 15.  Indemnification of Directors And Officers.                            
------------------------------------------                  

       Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee or corporate  
agent "who was or is a party or is threatened to be made a party to any         
threatened, pending or completed action, suit or proceeding, whether civil,     
criminal, administrative or investigative, except an action by or in the right  
of the corporation" due to his or her corporate role.  Section 78.751(1)        
extends this protection "against expenses, including attorneys' fees,           
judgments, fines and amounts paid in settlement actually and reasonably         
incurred by him or her in connection with the action, suit or proceeding if he  
or she acted in good faith and in a manner which he or she reasonably believed  
to be in or not opposed to the best interests of the corporation, and, with     
respect to any criminal action or proceeding, had no reasonable cause to        
believe his or her conduct was unlawful."                                       

       Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,     
employee or agent who is sued, or is threatened with a suit, by or in the       
right of the corporation.  The party must have been acting in good faith and    
with the reasonable belief that his or her actions were not opposed to the      
corporation's best interests.  Unless a court rules that the party is           
reasonably entitled to indemnification, the party seeking indemnification must  
not have been found liable to the corporation.                                  

       To the extent that a corporate director, officer, employee or agent
is successful on the merits or otherwise in defending any action or proceeding  
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS     
requires that he or she be indemnified "against expenses, including attorneys'  
fees, actually and reasonably incurred by him or her in connection with the     
defense."                                                                       

      Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders,     
(2)the majority of a disinterested quorum of directors, or (3) independent      
legal counsel determine that indemnification is proper under the                
circumstances.                                                                  

II-1      

S-3 18th Page of 21 TOC 1st Previous Next ↓Bottom Just 18th
 Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action    
or proceeding upon receipt of an undertaking.  Section 78.751(6)(a) provides    
that the rights to indemnification and advancement of expenses shall not be     
deemed exclusive of any other rights under any bylaw, agreement, stockholder    
vote or vote of disinterested directors.  Section 78.751(6)(b) extends the      
rights to indemnification and advancement of expenses to former directors,      
officers, employees and agents, as well as their heirs, executors and           
administrators.                                                                 

        Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and       
maintain insurance on his or her behalf against liability resulting from his    
or her corporate role.                                                          

   Article IX of our Articles of Incorporation limits the personal
liability of a director or executive officer for damages for breach of          
fiduciary duty to acts or omissions involving intentional misconduct, fraud or  
a knowing violation of law.  In addition, Article X provides for                
indemnification of our directors and executive officers to substantially the    
same extent as the NRS.                                                         

Item 16.  Exhibits                                                              
--------                                                    

Exhibit                                                                         
Number      Description                                                         
------      ------------                                                        

5          Opinion of Branden T. Burningham, Esq., regarding legality of      
securities                                              

10.1        Securities Purchase Agreement with Adara Investors LLC (1)          
Exhibit A - Form of Certificate of Amendment        
Exhibit B - Form of Stock Purchase Warrant          
Exhibit C - Form of Supplemental Warrant            
Exhibit D - Form of Registration Rights Agreement   
Exhibit E - Opinion of Counsel                      

10.2        Subscription Agreement with Alpha Capital Aktiengesellschaft (2)    
Exhibit A - Form of Note                            
Exhibit B - Form of Legal Opinion                   
Exhibit C - Form of Common Stock Purchase Warrant   
Schedule 2(d) - Additional Issuances                
Schedule 2(t) - Capitalization                      
Schedule 7(e) - Use of Proceeds                     
Schedule 10.1 - Other Securities to be Registered   

23.1        Consent of Branden T. Burningham, Esq. (See Exhibit 5)              

23.2        Consent of Malone & Bailey, PLLC                                    

        (1)  Incorporated by reference from Annual Report on Form 10-KSB
               for the calendar year ended December 31, 1999, filed on March
31, 2000.                                     

      (2)  Incorporated by reference from Current Report on Form 8-K
dated March 26, 2002, and filed April 4, 2002.

II-2    

S-3 19th Page of 21 TOC 1st Previous Next ↓Bottom Just 19th
Item 17.  Undertakings                                                          
------------                                                

Cybertel hereby undertakes:                                 

 (1)    To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:       

   (i)  include any prospectus required by Section 10(a)(3) of
the Securities Act;                                                             

 (ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in  
the registration statement; and, notwithstanding the foregoing, any increase    
or decrease in volume of securities offered, if the total dollar value of       
securities offered would not exceed that which was registered, and any          
deviation from the low or high end of the estimated maximum offering range may  
be reflected in the form of prospectus filed with the Commission pursuant to    
Rule 424(b) if, in the aggregate, the changes in the volume and price           
represent no more than a 20% change in the maximum aggregate offering price     
set forth in the "Calculation of Registration Fee" table in the effective       
registration statement; and                                                     

        (iii)     include any additional or changed material information
on the plan of distribution;                                                    

          Provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above shall not apply if the information required to be      
included in a post-effective amendment by those paragraphs is contained in      
periodic reports filed by the registrant pursuant to the Securities Exchange    
Act of 1934, as amended, that are incorporated by reference in the              
registration statement.                                                         

       (2)    For determining liability under the Securities Act, to treat
each post-effective amendment as a new registration statement of the            
securities offered, and the offering of the securities at that time shall be    
deemed to be the initial bona fide offering.                                    

II-3

S-3 20th Page of 21 TOC 1st Previous Next ↓Bottom Just 20th
(3)    To file a post-effective amendment to remove from    
registration any of the securities that remain unsold at the end of the         
offering.                                                                       

      (4)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, executive officers            
and controlling persons the foregoing provisions or otherwise, we have been     
advised that in the opinion of the Securities and Exchange Commission that      
indemnification is against public policy as expressed in the Securities Act     
and is, therefore, unenforceable.  If a claim for indemnification against       
these liabilities, other than our payment of expenses incurred or paid by any   
of our directors, executive officers or controlling persons in the successful   
defense of any action, suit or proceeding, is asserted by the director,         
executive officer or controlling person in connection with the securities       
being registered, we will, unless in the opinion of our counsel the matter has  
been settled by a controlling precedent, submit to a court of appropriate       
jurisdiction the question whether indemnification by us is against public       
policy as expressed in the Securities Act and will be governed by the final     
adjudication of that issue.                                                     

  (5)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant  
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,  
where applicable, each filing of an employee benefit plan's annual report       
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is       
incorporated by reference in the registration statement shall be deemed to be   
a new registration statement relating to the securities offered therein, and    
the offering of such securities at that time shall be deemed to be the initial  
bona fide offering thereof.                                                     

II-4        

S-3 Last Page of 21 TOC 1st Previous Next ↓Bottom Just 21st
SIGNATURES        
----------        

   Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements of filing of Form S-3 and has duly caused this          
registration statement to be signed on its behalf by the undersigned,           
thereunto duly authorized, in the City of Vista, State of California, on        
May 14, 2002.                                                                   

                           CYBERTEL COMMUNICATIONS CORP.

Date:  May 14, 2002                    By /s/ Richard D. Mangiarelli            
     ------------                      -------------------------------------
                        Richard D. Mangiarelli
                                       Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

Date:  May 14, 2002                       /s/ Richard D. Mangiarelli            
    -------------                      -------------------------------------
                        Richard D. Mangiarelli
                                    Chief Executive Officer, President
              and Director

Date:  May 14, 2002                       /s/ Richard F. Schmidt                
    -------------                      -------------------------------------
                    Richard F. Schmidt
                                      Chief Financial Officer and Director

Date:  May 14, 2002                       /s/ John E. Jordan                    
    -------------                      -------------------------------------
                John E. Jordan
          Director

II-5

S-3	1st Page of 21	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

S-3	2nd Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 2nd

S-3	3rd Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 3rd

S-3	4th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 4th

S-3	5th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 5th

S-3	6th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 6th

S-3	7th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 7th

S-3	8th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 8th

S-3	9th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 9th

S-3	10th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 10th

S-3	11th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 11th

S-3	12th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 12th

S-3	13th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 13th

S-3	14th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 14th

S-3	15th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 15th

S-3	16th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 16th

S-3	17th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 17th

S-3	18th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 18th

S-3	19th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 19th

S-3	20th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 20th

S-3	Last Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 21st

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3’ Filing	Date	First	Last	Other Filings

	3/26/07	11
Filed on:	5/15/02
	5/14/02	14	21	10QSB, POS AM
	5/13/02	1	11
	4/12/02	14		10KSB
	4/4/02	14	18	8-K
	3/31/02	14		10QSB
	3/26/02	14	18	8-K
	3/25/02	9
	12/31/01	4	14	10KSB, NT 10-K
	12/31/00	9	14	10KSB, 10KSB/A
	3/31/00	14	18	10KSB, 10QSB
	12/31/99	14	18	10KSB
	10/15/99	14		10SB12G/A
	9/30/99	14		10QSB, 10QSB/A, 10SB12G/A
	8/16/99	14		10SB12G/A
	8/2/92	14
				List all Filings

↑Top

Filing Submission 0001010412-02-000100 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

NW Tech Capital, Inc. – ‘S-3’ on 5/15/02

On: Wednesday, 5/15/02, at 11:25am ET · Accession #: 1010412-2-100 · File #: 333-88262

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3 — Registration Statement for Securities Offered Pursuant to a TransactionDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents