SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15 (d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~Earliest Event Reported): June 22, 2007~~1934

Date of Report (Date of earliest event reported): December 20, 2007

CYBER DIGITAL, INC.

(Exact name of registrant as specified in its charter)

New York .	0-13992 .	11-2644640 .
New York	0-13992	11-2644640
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)
Incorporation or organization)	Number)	Identification No.)

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

400 Oser Avenue, Hauppauge, New York

(Address of principal executive offices)

11788

(Zip code)

Registrant's telephone number:, including area code: (631) 231-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[_]~~ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[_]~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[_]~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[_]~~ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0103. Amendments ~~Entry~~to ~~into~~Articles aof ~~Material~~Incorporation ~~Definitive~~or ~~Agreement.~~Bylaws; Change in Fiscal Year

(a) On ~~June~~December 2220, 2007, ~~in connection with~~ the ~~Acquisitions~~Board ~~described~~of ~~under~~Directors ~~Item 2.01 below, Cyber Digital, Inc.~~ (the "~~Company~~Board") ~~issued~~of toCyber ~~Laurus Master Fund~~Digital, ~~Ltd~~Inc. (~~"Laurus") a secured convertible term note in outstanding principal amount of $1,307,338.26 (~~the "~~Note~~Company"), ~~the~~amended ~~proceeds~~Article ofV ~~which were used to consummate the Acquisition with the Seller (as defined under Item 2.01 below) subsequently applying such proceeds to repay outstanding indebted owing by the Seller to Laurus. A copy~~ of the ~~Note is~~Company's ~~attached~~Amended asand ~~Exhibit~~Restated ~~10.2 to this Current Report on Form 8~~By-K.Laws ~~The Company sold the Note~~ to ~~Laurus,~~expressly anprovide ~~"accredited~~that ~~investor" as such term is defined in~~ the ~~rules~~ ~~promulgated~~shares ~~under the Securities Act~~ of ~~1933, as amended (~~the ~~"Act"), pursuant~~Company toshall ~~the~~be ~~terms~~represented ofby acertificates ~~Securities~~or ~~Purchase~~shall ~~Agreement,~~be ~~signed~~uncertificated ~~as of June 22, 2007 for effectiveness as of June 1, 2007, a copy of which is attached as Exhibit 10~~shares.~~1 to this Current Report on Form 8-K.~~ The ~~following~~preceding is a description of certain of the material terms of the financing transaction with Laurus. The description below does not purport to be a complete description of the material terms of this transaction and is qualified in its entirety by reference to the ~~agreements~~ ~~entered~~Company's ~~into~~Amended inand ~~connection~~Restated ~~with the transaction~~By-Laws, ~~copies of~~ which are ~~included~~ attached hereto as ~~exhibits~~Exhibit to3.1 ~~this~~and ~~Current~~are ~~Report~~incorporated onherein ~~Form~~by ~~8-K~~reference.

~~Maturity~~ITEM ~~Date~~9. Financial Statements and ~~Interest Rate~~Exhibits

~~Payment of Interest and Principal~~(c) Exhibits

Conversion Rights

All or a portion of the outstanding principal and interest due under the Note may be converted into shares of Common Stock upon satisfaction of certain conditions. The Note is initially convertible into shares of the common stock of the Company (the "Common Stock") at a price of $0.50 per share (together with any adjustments Reclassification, Stock Splits, Combinations and Dividends, the "Fixed Conversion Price"). The Fixed Conversion Price is subject to anti-dilution protection adjustments, on a weighted average basis, upon the Company's issuance of additional shares of Common Stock at a price that is less than the then-current Fixed Conversion Price.

Laurus may, at any time, convert the outstanding indebtedness of the Note into shares of Common Stock at the then-applicable Fixed Conversion Price.

Subject to the restrictions on conversion described below, Laurus shall be required to convert the Monthly Payment Amount due on any date into shares of Common Stock in the event (i) the average closing price of the Common Stock for the five consecutive trading days preceding such due date is greater than 115% of the Fixed Conversion Price, and (ii) the amount of such conversion does not exceed 25% of the aggregate dollar trading volume of the Common Stock for the 22-day trading period immediately preceding the due date of a Monthly Payment Amount.

In the event all or any portion of any Monthly Payment Amount is paid in cash, the Company shall be required to pay Laurus an amount equal to 102% of such Monthly Payment Amount.

Redemption Rights

Security

Additional Restrictions on Conversion

Registration Rights

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 22, 2007, the Company completed its acquisition with effectiveness as of June 1, 2007, through its wholly-owned subsidiary, CYBD Acquisition, Inc., of 100% of the issued and outstanding shares of the common stock of New Rochelle Telephone Corp., a New York corporation, from eLEC Communications Corp. ("Seller"), and its acquisition, through its wholly-owned subsidiary, CYBD Acquisition II, Inc., of 100% of the issued and outstanding shares of the common stock of Telecarrier Services, Inc., a Delaware corporation, from Seller (collectively, the "Acquisitions").

The information set forth above under Item 1.01 is incorporated into this Item 2.01 by reference.

A copy of the press release dated June 25, 2007 announcing the completion of the Acquisitions is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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

The information set forth above under Item 1.01 is incorporated into this Item 2.03 by reference.

Item 3.02.

(a) The description of the Note and its associated conversion features set forth above under Item 1.01 is incorporated into this Item 3.02 by reference. The Note was issued in reliance on the exemption from registration provided by Section 4(2) of the Act, on the basis that its issuance did not involve a public offering, no underwriting fees or commissions were paid by the Company in connection with such sale and Laurus represented to us that it was an "accredited investor," as defined in the Act.

Item 9.01. Other Events.

On June 25, 2007, the Company issued a press release announcing the consummation of the Acquisitions. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No

. Description

103.1 Amended ~~Securities~~and ~~Purchase~~Restated ~~Agreement,~~By-Laws ~~signed as~~ of ~~June 22, 2007 for effectiveness as of June 1, 2007, by and between~~ Cyber Digital, Inc., ~~and~~effective ~~Laurus Master~~December ~~Fund~~20, ~~Ltd~~2007.

10.2 Secured Convertible Term Note, signed as of June 22, 2007 for effectiveness as of June 1, 2007, issued by Cyber Digital, Inc. to Laurus Master Fund, Ltd.

10.3 Master Security Agreement, signed as of June 22, 2007 for effectiveness as of June 1, 2007, by and among Cyber Digital, Inc., certain of its subsidiaries and Laurus Master Fund, Ltd.

10.4 Registration Rights Agreement, signed as of June 22, 2007 for effectiveness as of June 1, 2007, by and between Cyber Digital, Inc. and Laurus Master Fund, Ltd.

10.5 Stock Pledge Agreement, signed as of June 22, 2007 for effectiveness as of June 1, 2007, by and among Laurus Master Fund, Ltd., Cyber Digital, Inc. and each of the Pledgors named therein.

10.6 Subsidiary Guaranty, signed as of June 22, 2007 for effectiveness as of June 1, 2007, from the Guarantors named therein to Laurus Master Fund, Ltd.

10.7 Funds Escrow Agreement, signed as of June 22, 2007 for effectiveness as of June 1, 2007, among Cyber Digital, Inc., Laurus Master Fund, Ltd. and Loeb & Loeb LLC, as escrow agent.

99.1 Press Release issued by Cyber Digital, Inc., dated June 25, 2007.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended~~Cyber Digital, ~~the~~Inc. ~~registrant~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated: June 27, 2007~~ CYBER DIGITAL, INC ~~By: /s/ J~~.~~C. Chatpar Name: J.C. Chatpar Title: President, Chief Executive Officer and Chief Financial Officer~~

/s/ J.C. Chatpar

J.C. Chatpar

President, Chief Executive Officer and Chief Financial Officer

DATE: December 20, 2007

Exhibit Index

Exhibit No

. Description

3.1 Amended and Restated By-Laws of Cyber Digital, Inc., effective December 20, 2007.

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