FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                      FOR THE QUARTER ENDED MARCH 31, 2007
                                       or
          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM TO

                        Commission File Number 000-08187
                       CABELTEL INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

              Nevada                                     75-2399477
  ----------------------------------             -----------------------------
   (State or Other Jurisdiction of                  (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)

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

                                      75234
         --------------------------------------------------------------
                                   (Zip Code)

                                 (972) 407-8400
              (Registrant's telephone number, including area code)


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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X|. No |_|.

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_|. No |X|.

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See  definition of accelerated
filer in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer |_|  Accelerated filer |_|   Non-accelerated filer |X|

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_|. No |X|.

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

Indicate  by check mark  whether  the  Registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes |_|. No |_|.

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

   Common Stock, $.01 par value                            986,953
              (Class)                          (Outstanding at April 30, 2007)




                       CABELTEL INTERNATIONAL CORPORATION
                     Index to Quarterly Report on Form 10-Q
                           Period ended March 31, 2007


PART I: FINANCIAL INFORMATION..................................................3
-----------------------------


   Item 1:  Financial Statements...............................................3
   -----------------------------
      Consolidated Balance Sheets..............................................3
      ---------------------------
      Consolidated Statements of Operations....................................5
      -------------------------------------
      Consolidated Statements of Cash Flow.....................................6
      ------------------------------------
      CabelTel International Corporation.......................................7
      ----------------------------------
      Notes To Consolidated Financial Statements...............................7
      ------------------------------------------

   Item 2:  Management's Discussion and Analysis of
            Financial Condition and Results of Operations......................9
   ------------------------------------------------------

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk........12
   -------------------------------------------------------------------

   Item 4.  Controls and Procedures...........................................12
   --------------------------------

PART II: OTHER INFORMATION....................................................12
--------------------------


   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........12
   -------------------------------------------------------------------

   Item 6. Exhibits...........................................................13
   ----------------

   Signatures.................................................................15
   ----------




                                       2



                          PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS


                       CabelTel International Corporation
                           Consolidated Balance Sheets
                             (amounts in thousands)

                                                        March 31,   December 31,
Assets                                                    2007          2006
                                                       (Unaudited)
                                                       -----------  ------------


Current assets
         Cash and cash equivalents                         $  254       $  324
         Notes and interest receivable - related party      1,557        1,428
         Other current assets                                  59           36
         Assets held for sale                               6,750        7,047
                                                           ------       ------

                  Total current assets                      8,620        8,835

Property and equipment, at cost
         Land and improvements                                 20           20
         Buildings and improvements                           169          169
         Equipment and furnishings                            297          290
                                                           ------       ------
                                                              486          479

          Less accumulated depreciation                       371          364
                                                           ------       ------
                                                              115          115

Deferred tax asset                                            491          491

Other assets                                                  104          261
                                                           ------       ------

Total Assets                                               $9,330       $9,702
                                                           ======       ======









The  accompanying  notes are an integral  part of these  Consolidated  Financial
Statements.

                                       3



                       CabelTel International Corporation
                     Consolidated Balance Sheets - Continued
                  (amounts in thousands, except share amounts)

                                                        March 31,   December 31,
Liabilities and Stockholders' equity                      2007         2006
                                                      (Unaudited)
                                                      -----------   ------------


Current liabilities
         Accounts payable - trade                         $    248     $    439
         Accrued expenses                                      273          124
         Liabilities held for sale                           6,750        6,642
                                                          --------     --------

                  Total current liabilities                  7,271        7,205

Other long-term liabilities                                    408          418
                                                          --------     --------

                  Total liabilities                          7,679        7,623

Stockholders' equity
         Preferred stock, Series B                               1            1
         Common stock $.01 par value; authorized,
                  100,000,000 shares; 976,955 shares at
                  March 31, 2006 and 986,953 shares at
                  March 31, 2007 issued and outstanding         10           10
         Additional paid-in capital                         55,992       55,992
         Accumulated deficit                               (54,352)     (53,924)
                                                          --------     --------

                                                             1,651        2,079
                                                          --------     --------

Total Liabilities and Equity                              $  9,330     $  9,702
                                                          ========     ========













The  accompanying  notes are an integral  part of these  Consolidated  Financial
Statements.

                                       4



                       CabelTel International Corporation
                      Consolidated Statements of Operations
                  (amounts in thousands, except per share data)



                                                         For The Three Month
                                                            Period Ended
                                                              March 31,
                                                        2007           2006
                                                     ----------      ---------
                                                           (Unaudited)

Revenue
Operating expenses
         Real estate operations                           320            306
         Lease expense                                    240            236
         Corporate general and administrative             209            378
                                                        -----          -----
                                                          769            920
                                                        -----          -----

         Operating loss                                   (48)          (163)

Other income (expense)
         Interest income                                   84            317
         Interest expense                                --             (263)
         Other income (expense) net                        10             (4)
                                                        -----          -----
                                                           94             50
                                                        -----          -----

         Earnings (loss) from continuing operations        46           (113)
                                                        -----          -----
         Net income (loss) from continuing operations      46           (113)

Discontinued operations
         Loss from operations                            (159)          (185)
         Provision for asset impairment                  (314)          --
                                                        -----          -----
         Net loss on discontinued operations             (473)          (185)
                                                        -----          -----

Net loss applicable to common shares                    $(427)         $(298)
                                                        =====          =====

Net earnings (loss) per common share -
          basic and diluted
         Continuing operations                          $0.04         $(0.11)
         Discontinued operations                        (0.47)         (0.20)
                                                        -----          -----

         Net income (loss) per share                   $(0.43)        $(0.31)
                                                        =====          =====
Weighted average of common and equivalent shares
outstanding - basic and diluted                           987            977

The  accompanying  notes are an integral  part of these  Consolidated  Financial
Statements.

                                       5





                       CabelTel International Corporation
                      Consolidated Statements of Cash Flow
                             (amounts in thousands)
                                                                             For The Three Month
                                                                            Period Ended March 31,
                                                                             2007            2006
                                                                          ----------      --------
                                                                                    

(Unaudited) (Unaudited)
Cash flows from operating activities
         Net earnings (loss) from continuing operations                    $  46           $(113)
         Adjustments to reconcile net earnings (loss) to net
                  cash provided by (used in) operating activities
              Depreciation and amortization                                   12              10
              Changes in operating assets and liabilities
                  Interest receivable                                        (29)           --
                  Other current and non-current assets                       (23)           (134)
                  Other assets                                               152             (33)
                  Accounts payable and other liabilities                     (53)            313
                                                                           -----           -----
              Net cash provided by (used in) operating activities            105             188

Cash flows used in investing activities
         Funding of note receivable                                         (100)           --
         Fixed asset additions                                                (7)             (5)
                                                                           -----           -----
              Net cash provided by (used in) investing activities
                                                                            (107)             (5)

Cash flows from financing activities
         Proceeds from notes payable                                        --               150
                                                                           -----           -----

              Net cash provided by financing activities                     --               150

Cash flows from discontinued operations
         Cash used by operating activities                                   (46)           (848)
         Cash used by financing                                              (22)           --
                                                                           -----           -----

              Net cash used in discontinued operations                       (68)           (848)

              NET DECREASE IN CASH AND
                     CASH EQUIVALENTS                                        (70)           (515)

         Cash and cash equivalents at beginning of period                    324             650
                                                                           -----           -----

         Cash and cash equivalents at end of period                        $ 254           $ 135
                                                                           =====           =====



The  accompanying  notes are an integral  part of these  Consolidated  Financial
Statements.

                                       6





                       CabelTel International Corporation
                   Notes To Consolidated Financial Statements

Note A: Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  CabelTel   International   Corporation   and  its   majority-owned
subsidiaries   (collectively,   "CIC"  or  the   "Company").   All   significant
intercompany  transactions  and  accounts  have been  eliminated.  Certain  2006
balances have been reclassified to conform to the 2007 presentation.

The unaudited  financial  statements  included  herein have been prepared by the
Company  without audit,  pursuant to the rules and regulations of the Securities
and Exchange  Commission.  The financial statements reflect all adjustments that
are, in the opinion of management, necessary to fairly present such information.
All such  adjustments  are of a normal  recurring  nature.  Although the Company
believes that the disclosures are adequate to make the information presented not
misleading,   certain   information  and  footnote   disclosures,   including  a
description of significant  accounting  policies  normally included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America, have been condensed or omitted pursuant to such
rules and regulations.

These financial  statements  should be read in conjunction with the consolidated
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K for the fiscal year ending December 31, 2006. Operating results for
the three month period ended March 31, 2007 are not  necessarily  indicative  of
the results  that may be expected for any  subsequent  quarter or for the fiscal
year ending December 31, 2007.

Note B: Transfer of ownership of the Gainesville Outlet Mall

The Company has as  agreement  to transfer  it's  ownership  of the  Gainesville
Outlet Mall and 40 acres of adjacent, vacant land to an independent third party.
The  mall,  which the  Company  acquired  in 2003,  has  incurred  both cash and
accounting  losses for the past  several  years.  The  Company  has  recorded an
impairment  loss of $314,000 in the quarter ended March 31, 2007. The assets and
liabilities being transferred have been reflected as Assets and Liabilities Held
for Sale.


Note C: Short-Term Note Receivable - Related Party

In 2006 the Company made an unsecured loan with a current  principal  balance of
$1,377,000 to Eurenergy Resources Corporation (a company that is 20% owned by an
entity deemed to be related to CabelTel).  The loan has an annual  interest rate
of 8% per annum with principal and interest  payable within 30 days after demand
and, if not sooner  demanded,  on July 17,  2007.  As of March 31, 2007  accrued
interest was $80,000.

In March 2007,  the Company made a $100,000 loan to an entity  affiliated to the
Company. This loan was repaid in May 2007.




                                       7





 Note D: Discontinued Operations

The  operation  of  the  Gainesville   Outlet  Mall  has  been  reflected  as  a
discontinued operation in 2007 and 2006. ("See Note B ")

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

Note E: Segment Reporting

Business Operations

Currently,  the Company operates one retirement  community in King City, Oregon,
with a capacity of 114 residents.

Certain  2006  amounts  have  been   reclassified  to  conform  to  the  current
presentation.  The segment  information and reconciliation to income (loss) from
operations are as follows:

Three Months Ended March 31, 2007

                                                                   CIC           Discontinued
                                Corporate       Real Estate    Consolidated       Operations
                                ---------       -----------    ------------       ----------
                                                                      

Revenue                         $    39          $   682         $   721          $   303

Operating expenses
       Operations                  --                320             320              399
       Lease expense                 20              220             240             --
       Corporate general and
           administrative           209             --               209             --
                                -------          -------         -------          -------
                                    229              540             769              399
                                -------          -------         -------          -------

Operating earnings (loss)          (190)             142             (48)             (96)

Interest Income                      84             --                84             --
Interest (expense)                 --               --              --                (78)
Gain (loss) on sale of assets      --               --              --               (314)
Other income                          8                2              10               15
Net earnings (loss) from
       continuing operations    $   (98)         $   144         $    46          $  (473)
                                =======          =======         =======          =======

Total assets                    $ 1,789          $   791         $ 2,580          $ 6,750
                                =======          =======         =======          =======






                                       8




Three Months Ended March 31, 2006
                                                                        CIC         Discontinued
                               Corporate          Real Estate      Consolidated      Operations
                               ---------          -----------      ------------      ----------
                                                                         


Revenue                        $     89          $    668         $    757          $    873

Operating expenses
       Operations                  --                 306              306               865
       Lease expense                 25               211              236              --
       Corporate general and
           administrative           378              --                378              --
                               --------          --------         --------          --------
                                    403               517              920               865
                               --------          --------         --------          --------

Operating earnings (loss)          (314)              151             (163)                8

Interest income                     317              --                317              --
Interest (expense)                 (263)             --               (263)             (197)
Other income                         (6)                2               (4)                4
                               --------          --------         --------          --------
Net earnings (loss)  from
       continuing operations   $   (266)         $    153         $   (113)         $   (185)
                               ========          ========         ========          ========

Total assets                   $  9,204          $  2,410         $ 11,614          $  8,094
                               ========          ========         ========          ========





ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Critical Accounting Policies and Estimates

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

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

The Company's allowance for doubtful accounts receivable and notes receivable is
based on an  analysis  of the risk of loss on specific  accounts.  The  analysis
places  particular  emphasis on past due  accounts.  Management  considers  such
information as the nature and age of the receivable,  the payment history of the
tenant,  customer or other debtor and the  financial  condition of the tenant or


                                       9


other debtor. Management's estimate of the required allowance, which is reviewed
on a quarterly basis, is subject to revision as these factors change.

Deferred Tax Assets

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


Liquidity and Capital Resources

On March 31,  2007,  the Company had current  assets of $8.6 million and current
liabilities  of $7.3 million.  Cash and cash  equivalents at March 31, 2007 were
$254,000.

Net cash  provided by  operating  activities  was  $267,000 for the three months
ended March 31, 2007. During the three month period the Company had a net income
of $208,000 from continuing operations.

Net cash used in  investing  activities  was $107,000 for the three months ended
March 31,  2007,  which  consists  principally  of a  $100,000  loan made by the
Company to a related party along with the addition of fixed assets

Net cash used in discontinued  operations was $230,000 in 2007, which represents
the net cash  expenditures at the  Gainesville  Outlet Mall for the three months
ended March 31, 2007.

Results of Operations

The Company reported a net loss of $427,000 for the three months ended March 31,
2007,  as compared to a net loss of $298,000 for the three month  period  ending
March 31, 2006.

For the three  months  ended March 31, 2007,  the Company  recorded  revenues of
$721,000  compared to $757,000 for the three  months  ended March 31, 2006.  The
Company's  retirement  property is fully occupied and it is anticipated  that it
will remain so during  2007.  The  decrease  in revenue in 2007,  as compared to
2006, is  principally  due to a decrease in certain fees received from a related
party for providing accounting services.

For the three months ended March 31, 2007,  operating expenses at the retirement
center were  $320,000 as compared to $306,000  for the three  months ended March
31, 2006.  The slight  increase for the period was due to general cost increases
at the facility.

For the three months ended March 31, 2007,  corporate  general &  administrative
expenses  were $209,000 as compared to $378,000 for the three months ended March
31,  2006.  In 2006 the company  incurred  approximately  $80,000 in payroll and
consulting fees which were not incurred in 2007. In general there was an overall
reduction  in  administrative  costs in the  latter  part of 2006  which has the
effect of lowering administrative costs in 2007.



                                       10



For the three months ended March 31, 2007,  interest income was $84,000 compared
to $317,000 for the three months ended March 31, 2006.  During the first quarter
of 2006 the Company  recorded  $306,000  of  interest  income from loans made to
CabelTEL AD in Bulgaria (see interest expense,  below). In 2006 the Company sold
Gaywood for cash and has invested the proceeds in an interest bearing note which
has  resulted in an  increase  in  interest of $74,000 in 2007 when  compared to
2006.

The Company  recorded no interest  expense for the three  months ended March 31,
2007, as compared to $346,000  same period in 2006.  During the first quarter of
2006 the Company  recorded  $306,000 of interest expense from loans made for the
purpose of  advancing  funds to CabelTEL AD in Bulgaria  (see  interest  income,
above). The balance of the interest in the three months ended March 31, 2006 was
for a note that was paid off later in 2006.

Forward Looking Statements
"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:  A number of the matters and subject  areas  discussed in this filing that
are not  historical or current facts deal with potential  future  circumstances,
operations  and  prospects.  The discussion of such matters and subject areas is
qualified  by  the  inherent   risks  and   uncertainties   surrounding   future
expectations generally, and also may materially differ from the Company's actual
future  experience  involving  any one or more of such matters and subject areas
relating to interest  rate  fluctuations,  ability to obtain  adequate  debt and
equity  financing,  demand,  pricing,  competition,   construction,   licensing,
permitting, construction delays on new developments,  contractual and licensure,
and other delays on the disposition,  transition,  or restructuring of currently
or previously owned,  leased or managed  properties in the Company's  portfolio,
and the  ability of the  Company to  continue  managing  its costs and cash flow
while maintaining high occupancy rates and market rate charges in its retirement
community.  The Company has  attempted to identify,  in context,  certain of the
factors  that it  currently  believes may cause  actual  future  experience  and
results to differ from the Company's current expectations regarding the relevant
matter of subject area. These and other risks and  uncertainties are detailed in
the Company's reports filed with the Securities and Exchange Commission ("SEC"),
including the  Company's  Annual  Reports on Form 10-K and Quarterly  Reports on
Form 10-Q.


Inflation

The  Company's  principal  source  of  revenue  is from  rents  in a  retirement
community and fees for services rendered.  The real estate operation is affected
by rental  rates  that are  highly  dependent  upon  market  conditions  and the
competitive environment in the areas where the property is located. Compensation
to employees and  maintenance  are the principal  cost elements  relative to the
operation  of  this  property.   Although  the  Company  has  not   historically
experienced  any adverse  effects of  inflation  on salaries or other  operating
expenses,  there can be no  assurance  that such trends  will  continue or that,
should  inflationary  pressures  arise,  the Company will be able to offset such
costs by increasing rental rates in its real estate operation.


Environmental Matters

The Company has  conducted  environmental  assessments  on most of its  existing
owned  or  leased   properties.   These   assessments   have  not  revealed  any
environmental  liability that the Company believes would have a material adverse
effect on the Company's business,  assets or results of operations.  The Company
is not aware of any such environmental  liability. The Company believes that all
of its properties  are in compliance in all material  respects with all federal,
state and local laws,  ordinances and regulations  regarding  hazardous or toxic



                                       11




substances  or  petroleum  products.  The Company  has not been  notified by any
governmental   authority   and  is  not   otherwise   aware   of  any   material
non-compliance,  liability or claim relating to hazardous or toxic substances or
petroleum products in connection with any of its communities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk
Nearly  all of the  Company's  debt is  financed  at fixed  rates  of  interest.
Therefore, we have minimal risk from exposure to changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES

As  required  by Rule  13(a)-15(b),  the  Company's  management,  including  the
principal  executive officer,  chief financial officer and principal  accounting
officer,  conducted an  evaluation  as of the end of the period  covered by this
Report, of the effectiveness of the Company's disclosure controls and procedures
as defined in Exchange Act Rule 13(a)-15(e). Based on that evaluation, the chief
executive  officer and the chief financial  officer concluded that the Company's
disclosure  controls and  procedures  were effective as of the end of the period
covered  by  this  Report.  As  required  by  Rule  13(a)-15(d),  the  Company's
management,  including the chief executive officer,  chief financial officer and
principal  accounting  officer,  also  conducted an  evaluation of the Company's
internal  controls  over  financial  reporting to determine  whether any changes
occurred in the first fiscal quarter that materially affected, or are reasonably
likely to materially  effect,  the  Company's  internal  control over  financial
reporting.  Based on that  evaluation,  there has been no such change during the
first fiscal quarter.

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

                           PART II: OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During  the  period  of time  covered  by this  Report,  CabelTel  International
Corporation did not repurchase any of its equity securities. The following table
sets forth a summary for the quarter,  indicating no  repurchases  were made and
that, at the end of the period  covered by this Report,  no specified  number of
shares may be purchased under any program in place.

         Period                          Total Number of Shares   Average Price        Total Number of          Maximum Number of
         ------
                                                                                     Shares Purchased as         Shares that May
                                                                                       Part of Publicly          Yet be Purchased
                                                Purchased         Paid per Share      Announced Program       Under the Program(a)
                                                ---------         --------------      -----------------       --------------------
                                                                                                  

Balance as of December 31, 2006..........           --                $  --                     --                        --

January 1-31, 2007.......................           --                   --                     --                        --

February 1-28, 2007......................           --                   --                     --                        --


March 1-31, 2007 ........................           --                   --                     --                        --
                                           ---------------       ---------------      ---------------           ---------------


Total ...................................           --                $  --                     --                        --
                                           ================     ================      ===============           =================


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



                                       12


     last trading day before the stock certificate(s) is (are) actually received
     by the Company from the stockholder. The number of such shares purchased in
     any period of time has been minimal.  No shares were  purchased  during the
     quarter ended March 31, 2007.


ITEM 6. EXHIBITS

The following exhibits are filed herewith or incorporated by reference as
indicated below.

Exhibit Designation          Exhibit Description

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

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

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

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

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

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

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

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

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

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

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

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

  31.1*        Certification  pursuant  to Rule  13a-14  and  15d-14  under  the
               Securities  Exchange  Act  of  1934,  as  amended,  of  Principal
               Executive Officer and Chief Financial Officer

  32.1*        Certification of Principal  Executive Officer and Chief Financial
               Officer pursuant to 18 U.S.C. ss. 1350

*Filed herewith.


                                       14




                                   SIGNATURES

               Pursuant to the  requirements  of the Securities and Exchange Act
               of 1934,  Registrant  has duly caused this Report to be signed on
               its behalf by the undersigned, thereunto duly authorized.


                                             CabelTel International Corporation


Date: May 14, 2007                      By:  /s/ Gene S. Bertcher
                                             ----------------------------------
                                             President and
                                             Chief Financial Officer








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