SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended September 30, 2005
[_]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____.

Commission File No.: 0-13992

CYBER DIGITAL, INC.

(Name of small business issuer in its charter)

New York	11-2644640
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

400 Oser Avenue, Hauppauge, New York	11788
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number: (631) 231-1200

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [_]

The number of shares of stock outstanding at October 31, 2005: 22,326,542 shares of Common Stock; par value $.01 per share.

CYBER DIGITAL, INC.
BALANCE SHEETS
							September 30, 2005		March 31, 2005
ASSETS							(Unaudited)		(Audited)
Current Assets
	Cash and cash equivalents					$	15,545	$	16,082
	Inventories						526,575		526,575
	Prepaid and other current assets						36,175		35,175
			Total Current Assets				578,295		577,832
Property and Equipment, net
	Equipment					$	341,588	$	339,394
	Furniture and Fixtures						64,355		64,355
	Leasehold Improvements						4,786		4,786
						$	410,729	$	408,535
	Accumulated depreciation						402,367		402,224
			Total Property and Equipment			$	8,362	$	6,311
Other Assets							36,374		26,374
TOTAL ASSETS						$	623,031	$	610,517
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
	Accounts payable, accrued expenses, and taxes					$	238,000	$	226,487
	Accrued interest						231,132		179,476
	Officer/ shareholder notes payable						1,018,300		881,300
	Accrued dividend payable						13,568		7,292
	Settlement payable-current portion						9,970		14,262
			Total Current Liabilities				1,510,970		1,308,817
Long Term Debt
	Settlement payable						0		2,583
Total Liabilities							1,510,970		1,311,400
Commitments and Contingencies
Shareholders' Equity (Deficit)
	Preferred stock - $.05 par value; cumulative, convertible and
		Participating; authorized 10,000,000 shares
		Series C; issued and outstanding - 310 shares at
		September 30, 2005 and March 31, 2005					16		16
		Series E, issued and outstanding - 50 shares at
		September 30, 2005 and March 31, 2005, respectively					3		3
	Common stock - $.01 par value; authorized 60,000,000 shares;
		issued and outstanding 22,326,542 and 22,326,542
		shares at September 30, 2005 and March 31, 2005, respectively					223,266		223,266
	Additional paid-in-capital						18,866,737		18,866,737
	Accumulated deficit						(19,977,961)		(19,790,905)
				Total Shareholders' Equity (Deficit)			(887,939)		(700,883)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY						$	623,031	$	610,517
The accompanying notes are an integral part of these statements.
CYBER DIGITAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
							Three months ended September 30,
							2005		2004
Net Sales						$	0	$	0
Cost of Sales							0		0
					Gross Profit		0		0
Operating Expenses
	Selling, general and administrative expenses					$	61,025	$	63,600
	Research and development						5,769		6,731
					Total Operating Expenses		66,794		70,331
					Loss from Operations		(66,794)		(70,331)
Other Income (Expense)
	Interest expense						(26,921)		(21,941)
	Other expense						0		0
					Total Other Income (Expense)		(26,921)		(21,941)
Net Loss							(93,715)		(92,272)
Preferred Stock Dividend							3,151		0
Income Available to Common Shareholders						$	(96,866)	$	(92,272)
Net Loss Per Share of Common Stock
					Loss from Operations - Basic	$	(.004)	$	(.004)
					Diluted	$	(.004)	$	(.004)
					Net Loss - Basic	$	(.004)	$	(.004)
					Diluted	$	(.004)	$	(.004)
Weighted average number of common shares outstanding							22,326,542		22,326,542
The accompanying notes are an integral part of these statements.

CYBER DIGITAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
				Six months ended September 30,
				2005		2004
Net Sales			$	0	$	0
Cost of Sales				0		0
		Gross Profit		0		0
Operating Expenses
	Selling, general and administrative expenses		$	116,567	$	108,783
	Research and development			11,538		12,500
		Total Operating Expenses		128,105		121,283
		Loss from Operations		(128,105)		(121,283)
Other Income (Expense)
	Interest expense			(52,671)		(41,935)
	Other expense			0		0
		Total Other Income (Expense)		(52,671)		(41,935)
Net Loss				(180,776)		(163,218)
Preferred Stock Dividend				6,276		0
Income Available to Common Shareholders			$	(187,052)	$	(163,218)
Net Loss Per Share of Common Stock
		Loss from Operations - Basic	$	(.008)	$	(.007)
		Diluted	$	(.008)	$	(.007)
		Net Loss - Basic	$	(.008)	$	(.007)
		Diluted	$	(.008)	$	(.007)
Weighted average number of common shares outstanding				22,326,542		22,326,542
The accompanying notes are an integral part of these statements.

CYBER DIGITAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
					Six months ended, September 30,
					2005		2004
Cash Flows from Operating Activities
	Net loss			$	(180,776)	$	(163,218)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation			142		263
		Amortization			0		0
		(Increase) decrease in operating assets:
		Prepaid expenses			(1,000)		0
		Other assets			(10,000)		0
		Increase (decrease) in operating liabilities:
		Accounts payable, accrued expenses and taxes			63,166		34,306
		Settlement payable			(6,875)		(4,265)
			Net Cash Used in Operating Activities		(135,343)		(132,914)
Cash Flows from Investing Activities
	Purchase of equipment			$	(2,194)	$	0
			Net Cash Used in Investing Activities	$	(2,194)	$	0
Cash Flows from Financing Activities
	Issuance of preferred stock			$	0	$	50,000
	Proceeds from officer/ shareholder loan				137,000		69,000
			Net Cash Provided by Financing Activities		137,000		119,000
Net Increase (Decrease) in Cash and Cash Equivalents					(537)		(13,914)
Cash and Cash Equivalents at Beginning of Period					16,082		29,990
Cash and Cash Equivalents at End of Period				$	15,545	$	16,076
Supplemental Disclosures of Cash Flow Information
	Cash paid during the period for:
		Income taxes		$	0	$	0
The accompanying notes are an integral part of these statements.

CYBER DIGITAL, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending March 31, 2006. For further information, refer to the financial statements and footnotes thereto included in our company's Form 10-KSB, for the year ended March 31, 2005.

NOTE 2 - INVENTORIES

Inventory of purchased parts for eventual resale to customers are valued at the lower of cost or market, as determined by the first-in, first-out (FIFO) method and consisted of the following:

		September 30, 2005		March 31, 2005
Raw Materials	$	492,918	$	492,918
Finished Goods		33,657		33,657
	$	526,575	$	526,575

PART 1

ITEM 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Statements contained in this Report on Form 10-QSB that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, statements regarding industry trends, strategic business development, pursuit of new markets, competition, results from operations, and are subject to the safe harbor provisions created by that statute. A forward-looking statement may contain words such as "intends", "plans", "anticipates", "believes", "expect to", or words of similar import. Management cautions that forward-looking statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, marketing success, product development, production, technological difficulties, manufacturing costs, changes in economic conditions, competition, the ability to obtain financing on acceptable terms, future profitability, future profitability of acquired businesses or product lines, and those included in our company's Annual Report of Form 10KSB for the fiscal year ended March 31, 2005. Our company undertakes no obligation to release revisions to forward-looking statements to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events.

Overview

We are a designer, software developer, manufacturer and seller of a range of unique distributed digital-voice-switching infrastructure equipment for public switched-voice-network operators worldwide. We are also a software developer, systems integrator and seller of high-performance Internet infrastructure systems, such as soft-switches, routers, gateways, firewalls and servers for Internet service providers to create digital broadband services, voice-over Internet protocol (VoIP) services, and virtual private networks (VPN) services. With our latest generation of switching systems, we can offer affordable voice and broadband data local switching services to competitive service providers (CSPs) such as competitive local exchange carriers (CLECs), long distance carriers (LDCs) and Internet service providers (ISPs). Our new mission is to become a leading alternative local switching service provider to competitive service providers by deploying our local voice and broadband data switching infrastructure systems in the United States. We expect to generate recurring revenues from wholesaling our local voice and broadband data services to competitive service providers at affordable rates. We believe that we are one of the first companies to offer such services.

Unlike our competitor's systems, our systems are neither labor nor capital intensive but are software intensive. This capability, in contrast to that of our competitor's, makes our systems more affordable for both voice and Internet service providers worldwide. Our digital voice switching and Internet Protocol (IP) infrastructure systems are based on our proprietary operating system software, which provides high performance, reliability and functionality. We believe that we are one of a very few companies in the world with proprietary technology of distributed digital switching. We have expended over $20 million dollars on the development of our rock solid proprietary state-of-the-art technology, which is built on 21 years of experience. Our systems are ideally suited for the U.S. pursuant to the recent FCC rulings.

Beginning March 2005, the U.S. Federal Communications Commission (FCC) decided to phase out UNE-P rules that forced the Bells to lease local switching networks to its competitors (CSPs) at cut-rate prices. This ruling favors us to evolve as an alternative local switching network provider, that is as an UNE-P migration service provider, to these CSPs for Mass Market Local Circuit Switching and High-Capacity Loops for broadband markets. FCC further rules that CSPs must move all customers to non-Bell networks by March 2006. Today, CSPs lease 17 million lines for $4.5 billion per year from the Bells, creating an immediate market opportunity for us. Morover, the Bells own 163 million lines creating a huge migration services opportunity for many years to come. We intend to be one of the first companies to offer such UNE-P migration services to CSPs by deploying our local voice and broadband data switching infrastructure systems in the U.S., beginning with New York Metro in partnership with Level 3 Communications. Under an agreement, Level 3 will provide for voice and data termination services to all traffic generated on our local switching systems. We will wholesale our UNE-P migration services to CSPs at affordable rates on recurring basis for local, long distance and international calls as well as broadband Internet access and virtual private network (VPN) services.

Emerging Market Opportunity in the FCC Regulated Market

On June 15, 2004, Supreme Court finally approved the Federal Communications Commission's (FCC) new ruling on phone policy released on August 21, 2003, requiring the Bells' competitors, such as competitive local exchange carriers (CLECs) and long distance carriers (LDC), to use their own voice and data switches for connecting calls instead of leasing the Bells' voice and data switches (hereinafter referred to as "UNE-P Phase Out Policy"). UNE-P is an acronym for Unbundled Network Element - Platform, where Platform means the Bells' voice and data switches, the leasing of which is being phased out. Prior, to this UNE-P Phase Out Policy, there was no incentive for CLECs or LDCs to build their local voice and data switching networks in the U.S. On October 12, 2004 the Supreme Court declined to hear an appeal by AT&T and MCI and other CLECs that had requested access to the Bells' voice and data switches. As a result of the court's and FCC's decisions, AT&T and MCI have pulled back in their marketing of residential and small business telephone services. On December 15, 2004, FCC issued the UNE-P Phase Out Policy and associated tariffs with effectiveness beginning March 11, 2005. We believe that the UNE-P Phase Out Policy has created an emerging growth market opportunity, because CLECs and LDCs are forced to allocate capital towards building their local switching infrastructure or obtain UNE-P migration services from companies, like Cyber Digital, that are envisioning to enter this market. As of now, there are no UNE-P migration service providers in the U.S.

The UNE-P Phase Out Policy enforces the CLECs, LDCs, and ISPs collectively as CSPs to transition off to other local telephone and broadband switching infrastructure instead of using the Bells' local switching networks. This is expected to create a metamorphosis in local voice and data switching infrastructure expansion by Cyber Digital as a nascent UNE-P migration provider to CSPs. The economics of building local switching networks is vastly different from that of long distance networks. The capital investment required to build a local switching networks is five to six times higher than the capital costs of long distance networks, because such networks must extend all the way into the offices and homes of their customers. The UNE-L policy permits Cyber Digital to lease the copper wires to subscriber premises at cut-rate prices from the Bells. This would allow us to co-locate our switches in numerous central offices owned by the Bells to offer UNE-P migration service to CSPs. Therefore, we believe that the FCC's UNE-P Phase Out Policy has created an enormous market opportunity in the UNE-P migration service provision area for us.

We believe that for the first time in our history, market opens for our digital voice switches and broadband systems for the creation of local switching network services, especially referring to Mass Market Local Circuit Switching and High-Capacity Loops. We believe that metamorphosis in wireline local voice and broadband switching infrastructure expansion will begin soon and will support our growth for many years. We believe that a high growth market opportunity has been created by the UNE-P Phase Out Policy, because CLECs and LDCs are forced to allocate capital towards building their local switching infrastructure or seek for such UNE-P migration services from other providers, such as Cyber Digital.

These competitors CLECs and LDCs have lost the battle with the Bells. Beginning year 2005, the Bells will begin to virtually shut off access to their local voice and data switches. The local voice switch access charges will be rising from 40 percent to over 60 percent by 2006, making local voice switch ownership by CLECs and LDCs an increasingly key factor for their future or seek UNE-P migration services from other providers. However, CLECs, LDCs and nascent UNE-P migration providers would be able to lease the copper wires to subscriber premises at cut-rate prices from the Bells, under the UNE-L policy. UNE-L is an acronym for Unbundled Network Element - Line, where Line means the copper wires to subscriber premises. This would permit CLECs, LDCs and nascent UNE-P migration providers (such as Cyber Digital) to co-locate their voice and data switches in the Bells' central offices. Hence, CLECs, LDCs and nascent UNE-P migration providers must rapidly build their own local switching facilities and networks. FCC further rules that CLECs and LDCs must also provide broadband data services along with voice services. So also FCC mandates that Internet service providers (ISP) must also provide voice along with broadband data services. Hence, CLECs, LDCs and ISPs must build their own local voice and broadband switching facilities and networks to serve their business and residential customers or obtain such services from nascent UNE-P migration providers. This means huge demand for our digital voice switches and broadband systems by nascent UNE-P migration providers and competitive service providers (CSPs) (hereinafter includes CLECs, LDCs and ISPs). We believe that combined power of our digital voice switches and broadband Internet systems offers nascent UNE-P migration providers and CSPs affordable one-stop solution for their local switching needs.

We believe that we are at the threshold of the local telephone switching metamorphosis in the U.S. According to data released by FCC, to-date less than 6 million local-loop switched lines were owned by the CSPs as compared to 163 million such lines owned by the Bells. Hereafter, CSPs have to continuously invest, year after year, in bringing their local voice switching infrastructure at par with those of the Bells or obtain such services from nascent UNE-P migration providers such as Cyber Digital. Beginning in 2005, we expect nascent UNE-P migration providers and CSPs to increase their capital expenditures towards that end. We intend to serve this high growth market, expected to be rising from almost zero to $4.5 billion annually; according to the Investor's Business Daily article dated February 28, 2005, "As UNE-P Laws Fade Away".

We believe that the telecommunication service provision business will be rapidly consolidating in the next few years, especially in response to the UNE-P Phase Out Policy by FCC. The distinction between the services offered by LDCs, CLECs and ISPs are being eroded, and moreover, a greater emphasis is being placed on the build out and ownership of local switching network for both voice and broadband data. Since, the building of local switching networks is highly capital intensive, we project that we are at the threshold of a local switching networks metamorphosis and that it is expected to continue for many years. This marks the beginning of the Next Revolution in telecommunication (i.e. the deregulation of the local voice and data services) as a successor to the First Revolution in January 1984 (i.e. the break-up of AT&T creating deregulation of long distance service). During the last 20 years, LDCs such as Sprint, MCI, and others have competed fiercely against AT&T by building their own long distance networks. This has resulted in long distance charges to be about 30% of a typical telephone bill. While, the local voice charges are about 70% today, largely controlled by the Bells. We want to be the premier provider of UNE-P migration services on wholesale basis to non-facilities based CSPs as well as supplier of local voice and broadband switches to those CSPs electing to build their own local networks. Moving forward, we see ourselves offering UNE-P migration services to these CSPs at affordable rates instead of them obtaining from the Bells at uneconomical rates.

We intend to provide UNE-P migration services to CSPs with our proven, intelligent, distributed voice switches and broadband systems that can be co-located in central offices as follows:

1. Cyber Distributed Central Office (CDCO) CLASS 5 TDM switches provide numerous voice subscriber lines such as POTS, ISDN, analog trunk lines for PABXs, etc.
2. Cyber Tandem Exchange (CTSX) CLASS 4 TDM switches provide numerous T1 carrier grade voice and data trunks.
3. Cyber Internet Access Network (CIAN), a high performance IP (Internet Protocol) distribution softswitch/router, provides numerous business customers simultaneous broadband access at multiple T1 speeds up to T3 and Ethernet 10/100 Mbps.

We believe that our CDCO, CTSX and CIAN systems are ideally suited for building local digital voice switching and broadband data networks that requires increased reliability, performance, scalability, interoperability, and flexibility. Due to the UNE-P Phase Out Policy, we believe that we are poised to be a premier UNE-P migration service provider to CSPs because of our highly compact digital voice switches and broadband systems.

Our objective is to build, own and operate (BOO) UNE-P migration based voice and broadband local networks for CSPs initially in 1 Metropolitan Service Areas (MSA), namely New York, as rapidly as our financial resources allow us and subject to raising the requisite capital. There is abundant capacity of optically-enabled TDM (voice) and IP (broadband) backbone network between all major cities in the United States, but as yet businesses or consumers do not have any access to that capacity for both voice and broadband without using the Bell switches. Industry experts estimate that only between 2.6% to 5% of this capacity is currently being utilized. Our high-performance CDCO and CTSX distributed TDM switches, and CIAN IP distribution softswitch/ routers are specifically designed to allow nascent UNE-P migration providers and CSPs to efficiently deploy, on co-location basis, local digital TDM (voice) and IP (broadband) networks including TDMoIP (TDM voice over IP), connecting their customers to their respective TDM and IP backbone network. Fortunately, in major MSAs, abundant optical fiber backbone capacity is available at costs far below their actual construction costs. Nascent UNE-P migration providers and CSPs can rapidly deploy our local switching systems and connect to this inexpensive optical fiber backbone. We believe that we will establish a strong market position ourselves as well as with early adopters of our technology as this competitive service provision market establishes itself, however, there can be no assurance that we will be successful in this market.

Market Opportunity in Developing Countries

We were selected, over established companies such as Alcatel and Siemens, to provide Nigeria with a 10,000-line digital voice switch, IP network switches and optical network for $26 million for their Public Switched Telephone Network (PSTN). Since we offer affordable systems, the Nigerian authorities have selected us as one of the suppliers of digital voice switches and Internet systems. However, there can be no assurance that we will be successful in supplying any of our digital voice switches or Internet systems to the Nigerian telecommunications market.

Results of Operations

For Three Months Ended September 30, 2005

Net sales

Net sales for the quarter ended September 30, 2005 was $0 as compared to $0 for the quarter ended September 30, 2004. We are in early stages of developing the UNE-P migration services market in the U.S. due to newness of the market. We were waiting for the FCC's deregulation policies on local voice and data switching in order to enter this lucrative market with our systems.

Gross profit

We include in our cost of sales the materials and labor used, subcontractor costs and overhead incurred in the manufacture of our systems as well as any change in the valuation of our inventory, which was $0 and $0 for quarter ended September 30, 2005 and 2004, respectively.

Selling, general and administrative

Selling, general and administrative expenses decreased from $63,600 in quarter ended September 30, 2004 to $61,025 in quarter ended September 30, 2005, representing a decrease of $2,575 or approximately 4%, principally due to capital constraints to enter the U.S. market.

Research and development

Research and development expenses decreased from $6,731 in quarter ended September 30, 2004 to $5,769 in quarter ended September 30, 2005, representing a decrease of $962 or approximately 14%, principally due to capital constraints. All development costs are expensed in the period incurred.

Net income (loss) from operations

Net loss from operations in quarter ended September 30, 2005 was $(93,715) or $(.004) per share as compared with a loss of $(92,272) or $(.004) per share in quarter ended September 30, 2004.

Net income (loss) available to Common Stockholders

Preferred stock dividend was $3,151 and $0 in quarter ended September 30, 2005 and 2004, respectively. As a result of the foregoing, the net loss available to common stockholders in quarter ended September 30, 2005 was $(96,866) or $(.004) per share as compared to a net loss of $(92,272) or $(.004) per share in quarter ended September 30, 2004.

For Six Months Ended September 30, 2005

Net sales

Net sales for the period ended September 30, 2005 was $0 as compared to $0 for the period ended September 30, 2004. We are in early stages of developing the UNE-P migration services market in the U.S. due to newness of the market. We were waiting for the FCC's deregulation policies on local voice and data switching in order to enter this lucrative market with our systems.

Gross profit

We include in our cost of sales the materials and labor used, subcontractor costs and overhead incurred in the manufacture of our systems as well as any change in the valuation of our inventory, which was $0 and $0 for period ended September 30, 2005 and 2004, respectively.

Selling, general and administrative

Selling, general and administrative expenses increased from $108,783 in period ended September 30, 2004 to $116,567 in period ended September 30, 2005, representing an increase of $7,784 or approximately 7%, principally due to increase in rent, utilities and medical insurance expenses. Yet, we are limited by capital constraints to enter the U.S. market.

Research and development

Research and development expenses decreased from $12,500 in period ended September 30, 2004 to $11,538 in period ended September 30, 2005, representing a decrease of $962 or approximately 8%, principally due to capital constraints. All development costs are expensed in the period incurred.

Net income (loss) from operations

Net loss from operations in period ended September 30, 2005 was $(180,776) or $(.008) per share as compared with a loss of $(163,218) or $(.007) per share in period ended September 30, 2004.

Net income (loss) available to Common Stockholders

Preferred stock dividend was $6,276 and $0 in period ended September 30, 2005 and 2004, respectively. As a result of the foregoing, the net loss available to common stockholders in period ended September 30, 2005 was $(187,052) or $(.008) per share as compared to a net loss of $(163,218) or $(.007) per share in period ended September 30, 2004.

Liquidity and Capital Resources

Our ability to generate cash adequate to meet our needs results primarily from sale of preferred and common stock, cash flow from operations and cash advances in the form of loan from our Chief Executive Officer and a shareholder. Total working capital decreased by $201,690 to $(932,675) at September 30, 2005 from $(730,985) at March 31, 2005. The current ratio of current assets to current liabilities decreased to 0.38 to 1 as at September 30, 2005 from 0.44 to 1 as at March 31, 2005. Current levels of inventory are adequate to meet sales for a few months. We believe that our current sources of liquidity are insufficient to meet our needs. We need to obtain additional funds to pursue the domestic markets. We have no off-balance sheet arrangements.

As of the period ended September 30, 2005, our company has received cash advances of $841,300 and $177,000 from our Chief Executive Officer and a shareholder, respectively.

On September 2, 2005, we entered into definitive agreements with Dutchess Private Equities Fund, L.P., a Delaware limited partnership. The agreements include an Investment Agreement and a Registration Rights Agreement. Under the Investment Agreement, Dutchess can invest up to $10,000,000 to purchase common stock at a 5% discount to market price pursuant to put notices by our company. This agreement effectively provides an equity line of credit to be drawn upon at our discretion. Under the Registration Rights Agreement, we agreed to use commercially reasonable efforts to register all the shares that could be issued pursuant to the Investment Agreement within ninety (90) days of the execution of the agreements. We will be unable to access the funds until a registration statement is effective. We hope to use these funds, if any, to support both our long term and short term capital needs as well as possible financing for acquisitions.

Additional financing will be needed to support the future growth plans of our company. The search for financing continues. However, economic factors have greatly decreased the availability and increased the cost of financing for our industry and hampered our progress in this area. In addition, our common stock trades sporadically on the Over-the-Counter Bulletin Board as a "penny stock", mitigating our ability to obtain equity capital at reasonable terms. Therefore, there is no assurance that there will be future financing available at terms that are acceptable to us. If we fail to obtain sufficient funds, we may need to delay, scale back or terminate some or all of our research and development programs and our anticipated expansion or otherwise curtail our operations.

Impact of Inflation

Inflation has historically not had a material effect on our operations.

ITEM 3. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures were designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms. In addition, based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-QSB.

PART II

ITEM 1 - Legal Proceedings

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A). Exhibits

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

B). Reports on Form 8-K

On September 7, 2005, a current report on Form 8-K was filed by the Registrant for the three months ended September 30, 2005, as Item 1.01 Entry into a Material Definitive Agreement, regarding definitive agreements with Dutchess Private Equities Fund. L.P., a Delaware corporation. The agreements include an Investment Agreement and a Registration Rights Agreement.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATED: October 31, 2005	CYBER DIGITAL, INC
	By: /s/ J.C. Chatpar Chairman of the Board, President Chief Executive Officer and Chief Financial Officer