Chun Can Capital (CNCN) 10QSB/A 2005 Q3 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form 10-QSB

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 333-100046

CINTEL CORP.

NEVADA (State or other jurisdiction of incorporation or organization) 52-2360156 (I.R.S. Employer Identification No.)

9900 Corporate Campus Drive, Suite 3000, Louisville, KY 40223

(Address of principal executive offices)

Issuer's telephone number: (502) 657-6077

WITH COPIES TO:

Gregory Sichenzia, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

(212) 930-9700

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 o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of October 26, 2005, the issuer had 41,834,102 outstanding shares of Common Stock, $.001 par value.

Transitional Small Business Disclosure Format (check one): Yes o No x

EXPLANATORY NOTE

This quarterly report on Form 10-QSB/A ("Form 10-QSB/A") is being filed to amend our quarterly report on Form 10-QSB for the fiscal quarter ended September 30, 2005 (the "Original Form 10-QSB"), which was originally filed with the Securities and Exchange Commission ("SEC") on November 21, 2005. Accordingly, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Form 10-QSB/A contains current dated certifications from the Principal Executive Officer and the Principal Financial Officer.

The Original Form 10-QSB is being amended to amend the financial statements contained therein to write-off certain tax benefits recognized in the year ended December 31, 2004.

We have not updated the information contained herein for events occurring subsequent to November 21, 2005, the filing date of the Original Form 10-QSB.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1.     Financial Statements.	2
Item 2.     Management’s Discussion and Analysis or Plan of Operation	23
Item 3.     Controls and Procedures	25
PART II - OTHER INFORMATION
Item 1.     Legal Proceedings	25
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.     Defaults Upon Senior Securities	25
Item 4.     Submission of Matters to a Vote of Security Holders	25
Item 5.     Other Information	25
Item 6.     Exhibits	25
SIGNATURES	26

- 1 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Cintel Corp. and Subsidiary

We have reviewed the accompanying consolidated balance sheets of Cintel Corp. and Subsidiary (the "Company") as of September 30, 2005, 2004 and the related consolidated statements of operations and comprehensive loss, stockholders' deficit and cash flows for the nine-month periods ended September 30, 2005 and 2004. These interim consolidated financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

Toronto, Canada CHARTERED ACCOUNTANTS

November 9, 2005 except as to note 14(a)

which is as of February 2, 2007 and note 14(b)

which is as of June 7, 2007

- 2 -

CINTEL CORP. AND SUBSIDIARY

Consolidated Balance Sheets

September 30, 2005 and 2004

(Unaudited)

	Restated (note 14)
	2005			2004
ASSETS
Current
Cash and cash equivalents (note 3)	$	143,192		$	258,725
Accounts receivable (net of allowance for doubtful accounts of $1,013,918; 2003 - $414,133)		684,175			1,330,677
Inventories (note 4)		212,399			250,974
Prepaid and other assets		200,035			110,706
Loans receivable		9,635			4,846
Deferred taxes (notes 10 and 13)		-			118,412
		1,249,436			2,074,340
Deferred Taxes (notes 10 and 13)		-			576,743
Equipment (note 6)		411,860			555,273
Investments in Available for Sale Securities (note 5)		48,204			43,609
	$	1,709,500		$	3,249,965
LIABILITIES
Current
Accounts payable	$	1,217,947		$	1,008,171
Customer deposits		191,800			-
Deferred revenue (note 14)		26,867			-
Loans payable - current (note 7)		1,430,542			1,549,820
Shareholder loan (note 8)		179,902			-
		3,047,058			2,557,991
Accrued Severance		63,985			-
Loans Payable (note 7)		509,484			51,439
Convertible Debenture (note 9)		30,000			-
		3,650,527			2,609,430
Contingent Liabilities and Commitments (note 12)
STOCKHOLDERS' DEFICIT
Capital Stock (note 10)
Authorized 300,000,000 common shares, par value $0.001pershare
Issued 41,834,102 common shares (20,314,300 in 2004)		41,833			20,944
Additional Paid-in Capital		5,277,110			4,486,600
Treasury Stock		(105,185	)		-
Cumulative Other Comprehensive (Loss) Income		(24,779	)		6,145
Accumulated Deficit		(7,130,006	)		(3,873,154	)
		(1,941,027	)		640,535
	$	1,709,500		$	3,249,965

APPROVED ON BEHALF OF THE BOARD
Director	Director

(The accompanying notes are an integral part of these consolidated financial statements.)

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CINTEL CORP. AND SUBSIDIARY

Consolidated Statement of Operations and Comprehensive Loss

Nine Months Ended September 30, 2005 and 2004

(Unaudited)

	Restated (note 14)
	2005			2004
Revenue
Merchandise (note 14)	$	936,538		$	798,712
Finished goods(note 14)		177,214			535,537
Services		29,396			33,941
		1,143,148			1,368,190
Cost of Sales
Merchandise (note 14)		813,856			780,190
Finished goods(note 14)		109,495			396,771
		923,351			1,176,961
Gross Profit		219,797			191,229
Expenses
Office and general		408,554			167,671
Salaries and employee benefits		378,410			341,072
Professional fees		222,087			168,934
Travel		170,135			35,378
Depreciation		163,521			149,908
Amortization of deferred financing fees		120,000			-
Taxes and dues		52,426			15,058
Research and development		-			230,978
		1,515,133			1,108,999
Loss from Operations		(1,295,336	)		(917,770	)
Other Income (Expense)
Interest and other income		7,594			12,338
Foreign exchange		-			(1,093	)
Interest expense		(209,541	)		(111,753	)
		(201,947	)		(100,508	)
Loss Before Income Taxes		(1,497,283	)		(1,018,278	)
Deferred income taxes recoverable		-			163,000
Net Loss		(1,497,283	)		(855,278	)
Foreign Currency Translation Adjustment		42,561			44,772
Total Comprehensive Loss	$	(1,454,722	)	$	(810,506	)
Basic Loss per Share	$	(0.05	)	$	(0.04	)
Diluted Loss per Share	$	(0.05	)	$	(0.04	)
Weighted Average Number of Shares (note 10)		32,323,055			20,455,411

(The accompanying notes are an integral part of these consolidated financial statements.)

- 4 -

CINTEL CORP. AND SUBSIDIARY

Consolidated Statement of Operations and Comprehensive Loss

Three Months Ended September 30, 2005 and 2004

(Unaudited)

	Restated (note 14)
	2005			2004
Revenue
Merchandise (note 14)	$	609,912		$	160,080
Finished goods(note 14)		75,513			387,965
Services		7,752			10,650
		693,177			558,695
Cost of Sales
Merchandise (note 14)		536,457			150,325
Finished goods(note 14)		70,295			232,524
		606,752			382,849
Gross Profit		86,425			175,846
Expenses
Office and general		200,404			55,123
Salaries and employee benefits		93,050			115,456
Travel		17,865			238
Depreciation		50,884			47,304
Amortization of deferred financing fees		30,000			-
Professional fees		26,711			79,625
Taxes and dues		2,831			6,723
Research and development		-			37,829
		421,745			342,298
Loss from Operations		(335,320	)		(166,452	)
Other Income (Expense)
Interest and other income		1,336			2,073
Interest expense		(42,758	)		(61,735	)
		(41,422	)		(59,662	)
Loss Before Income Taxes		(376,742	)		(226,114	)
Deferred income taxes recoverable		-			47,000
Net Loss		(376,742	)		(179,114	)
Foreign Currency Translation Adjustment		22,375			(2,290	)
Total Comprehensive Loss	$	(354,367	)	$	(181,404	)
Basic Loss per Share	$	(0.01	)	$	(0.01	)
Diluted Loss per Share	$	(0.01	)	$	(0.01	)
Weighted Average Number of Shares (note 10)		41,240,272			20,737,634

(The accompanying notes are an integral part of these consolidated financial statements.)

- 5 -

CINTEL CORP. AND SUBSIDIARY

Consolidated Statement of Stockholders' Deficit

Nine Months Ended September 30, 2005 and 2004

(Unaudited)

					Additional					Cumulative Other						Total
	Number of		Capital		Paid-in		Treasury			Comprehensive			Accumulated			Stockholders'
	Shares		Stock		Capital		Stock			(Loss) Income			Deficit			(Deficit) Equity
Balance, January 1, 2004		20,314,300	$	20,314	$	4,427,330	$	-		$	(38,627	)	$	(3,017,876	)	$	1,391,141
Common shares issued for consulting services		630,000		630		59,270		-			-			-			59,900
Foreign currency translation adjustment		-		-		-		-			44,772			-			44,772
Net loss		-		-		-		-			-			(855,278	)		(855,278	)
Balance, September 30, 2004		20,944,300	$	20,944	$	4,486,600	$	-		$	6,145		$	(3,873,154	)	$	640,535
Balance, January 1, 2005		23,409,800	$	23,409	$	4,573,535	$	-		$	23,826		$	(4,789,132	)	$	(168,362	)
Adjustment due to restatement (note 14a)		-		-		-		-			(91,166	)		(843,591	)		(934,757	)
		23,409,800		23,409		4,573,535		-			(67,340	)		(5,632,723	)		(1,103,119	)
Common shares issued for consulting services - March 31, 2005		640,000		640		63,860		-			-			-			64,500
Common shares issued for consulting services - June 30, 2005		1,350,000		1,350		51,151		-			-			-			52,501
Common shares issued for consulting services - Sep 30, 2005		500,000		500		14,500		-			-			-			15,000
Common shares issued as repayment of promissory note		11,987,320		11,987		368,011		-			-			-			379,998
Conversion of convertible debenture into common stock (note 9)		3,946,982		3,947		206,053		-			-			-			210,000
Repurchase of employees' stocks		-		-		-		(105,185	)		-			-			(105,185	)
Foreign currency translation adjustment		-		-		-		-			42,561			-			42,561
Net loss		-		-		-		-			-			(1,234,636	)		(1,234,636	)
Adjustment due to restatement (note 14a)		-		-		-		-			-			(235,181	)		(235,181	)
Adjustment due to restatement (note 14b)		-		-		-		-			-			(27,466	)		(27,466	)
Balance, September 30, 2005
-restated (note 14)		41,834,102	$	41,833	$	5,277,110	$	(105,185	)	$	(24,779	)	$	(7,130,006	)	$	(1,941,027	)

(The accompanying notes are an integral part of these consolidated financial statements.)

- 6 -

CINTEL CORP. AND SUBSIDIARY

Consolidated Statement of Cash Flows

Nine Months Ended September 30, 2005 and 2004

(Unaudited)

	Restated (note 14)
	2005			2004
Cash Flows from Operating Activities
Net loss	$	(1,497,283	)	$	(855,278	)
Adjustments for working capital and non-cash items:
Depreciation		163,521			149,908
Amortization of financing fees		120,000			-
Common stock issued for consulting services		131,999			59,900
Changes in non-cash working capital;
Accounts receivable		(99,091	)		1,071,040
Inventories		81,325			(96,871	)
Prepaid and other assets		85,190			45,339
Deferred taxes		-			(163,000	)
Accounts payable		412,935			(695,097	)
Deferred revenue		26,867			-
Accrued severance		(58,026	)		-
Net Cash (Used in) Operating Activities		(632,563	)		(484,059	)
Cash Flows from Investing Activities
Acquisition of equipment		(14,006	)		2,910
Loans receivable		(9,849	)		(4,803	)
Net Cash (Used in) Investing Activities		(23,855	)		(1,893	)
Cash Flows from Financing Activities
Payments of deferred financing fees		(240,000	)		-
Proceeds from issuance of capital stock issued for repayment of convertible debenture		210,000			-
Proceeds from convertible debenture		240,000			-
Repayment of convertible debenture by issuance of capital stock		(210,000	)		-
Proceeds from promissory note		200,000			-
Repayment of promissory note by issuance of capital stock		(380,000	)		-
Repayment of promissory note		(160,000	)		-
Repurchase of employees' stocks		(105,185	)		-
Customer deposits		196,064			-
Loans payable		237,691			193,286
Proceeds from common shares issued for repayment of promissory note		380,000			-
Shareholder loan		150,570			-
Net Cash Provided by Financing Activities		519,140			193,286
Foreign Exchange on Cash and Cash Equivalents		(917	)		16,824
Net Decrease in Cash and Cash Equivalents		(138,195	)		(275,842	)
Cash and Cash Equivalents - Beginning of Period		281,387			534,567
Cash and Cash Equivalents - End of Period	$	143,192		$	258,725
Supplemental Information
During the year, the company had cash flows arising from interest and income taxes paid as follows:
Interest paid	$	209,541		$	107,877
Income taxes paid	$	-		$	-

(The accompanying notes are an integral part of these consolidated financial statements.)

- 7 -

CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

1. Operations and Business

Cintel Corp. and Subsidiary, formerly Link2 Technologies, Inc. ("the Company"), was incorporated in the State of Nevada on August 16, 1996 and on April 24, 2001 changed its name from "Great Energy Corporation International" to Link2 Technologies, Inc. On September 30, 2003 the Company changed its name to Cintel Corp.

On September 30, 2003, the Company entered into a definitive Share Exchange Agreement (the "Agreement") with Cintel Co., Ltd., ("Cintel Korea") a Korean corporation and its shareholders. The Agreement provided for the acquisition by the Company from the shareholders of 100% of the issued and outstanding capital stock of Cintel Korea. In exchange, the shareholders of Cintel Korea received 16,683,300 shares of the Company. As a result, the shareholders of Cintel Korea controlled 82% of the Company. While the Company is the legal parent, as a result of the reverse-takeover, Cintel Korea became the parent company for accounting purposes.

Upon completion of the share exchange, the business operations of Cintel Korea constituted virtually all of the business operations of the Company. Cintel Korea develops network solutions to address technical limitations to the Internet. Cintel Korea has developed what it believes is the first Korean server load balancing technology. Cintel Korea is now focused on the development of advanced solutions for Internet traffic management. The business operations of Cintel Korea are located in Seoul, Korea.

2. Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with generally accepted accounting principles of the United States of America, and their basis of application is consistent. Outlined below are those policies considered particularly significant:

a) Basis of Financial Statement Presentation

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the requirement of item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, as filed with the Securities and Exchange Commission ("SEC").

- 8 -

CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

2. Summary of Significant Accounting Policies (cont'd)

b) Basis of Consolidation

The consolidated financial statements of the Company include the financial results of Cintel Corp. and Cintel Korea. The merger of the Company and Cintel Korea has been recorded as the recapitalization of the Company, with the net assets of the Company brought forward at their historical basis. The intention of the management of Cintel Korea was to acquire the Company as a shell company listed on NASDAQ. Management does not intend to pursue the business of the Company. As such, accounting for the merger as the recapitalization of the Company is deemed appropriate.

c) Unit of Measurement

The US Dollar has been used as the unit of measurement in these consolidated financial statements.

d) Use of Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from estimates, although management does not believe such changes will materially affect the financial statements in any individual year.

e) Revenue Recognition

For sale of finished goods, the Company recognizes revenue when there is a definitive sales agreement, and upon shipment of products when title is passed and the amount collectible can reasonably be determined.

For merchandise sales, the Company recognizes revenue upon shipment of products when title is passed and the amount collectible can reasonably be determined.

For the service sales, the Company recognizes revenue when services are rendered.

f) Cash and Cash Equivalents

Cash includes currency, cheques issued by others, other currency equivalents, current deposits and passbook deposits. Cash equivalents include securities and short-term money market instruments that can be easily converted into cash. The investments that mature within three months from the investment date, are also included as cash equivalents.

- 9 -

CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

2. Summary of Significant Accounting Policies (cont'd)

g) Investments in Available for Sale Securities

Investments in available for sale securities are being recorded in accordance with FAS-115 "Accounting for Certain Investments in Debt and Equity Securities". Equity securities that are not held principally for the purpose of selling in the near term are reported at fair market value with unrealized holding gains and losses excluded from earnings and reported as a separate component of stockholders' equity.

h) Inventories

Raw material is stated at the lower of cost or market value, using the first in first out weighted average cost method.

Merchandise inventory is stated at the lower of cost or net realizable value. Net realizable value is determined by deducting selling expenses from selling price.

i) Equipment

Equipment is stated at cost. Major renewals and betterments are capitalized and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is computed using the straight-line method over a period of 5 years.

j) Government Grants

Government grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate.

k) Currency Translation

The Company's functional currency is Korean won. Adjustments to translate those statements into U.S. dollars at the balance sheet date are recorded in other comprehensive income.

Foreign currency transactions of the Korean operation have been translated to Korean won at the rate prevailing at the time of the transaction. Realized foreign exchange gains and losses have been charged to income in the year.

l) Financial Instruments

Fair values of cash equivalents, short-term and long-term investments and short-term debt approximate cost. The estimated fair values of other financial instruments, including debt, equity and risk management instruments, have been determined using market information and valuation methodologies, primarily discounted cash flow analysis. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates.

- 10 -

CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

2. Summary of Significant Accounting Policies (cont'd)

m) Comprehensive Income (Loss)

The Company adopted SFAS No. 130, “Reporting Comprehensive Income (“SFAS No. 130”).” SFAS No. 130 establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of financial statements. Comprehensive income (loss) is presented in the statements of stockholders' (deficit) equity, and consists of net earnings (loss) and foreign currency translation adjustments. SFAS No. 130 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations.

n) Income Tax

The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes". Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

o) Earnings or Loss per Share

The Company adopted FAS No.128, "Earnings per Share" which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.

p) Concentration of Credit Risk

SFAS No. 105, "Disclosure of Information About Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk", requires disclosure of any significant off-balance sheet risk and credit risk concentration. The Company does not have significant off-balance sheet risk or credit concentration. The Company maintains cash and cash equivalents with major Korean financial institutions.

The Company's provides credit to its clients in the normal course of its operations. It carries out, on a continuing basis, credit checks on its clients and maintains provisions for contingent credit losses which, once they materialize, are consistent with management's forecasts.

For other debts, the Company determines, on a continuing basis, the probable losses and sets up a provision for losses based on the estimated realizable value.

Concentration of credit risk arises when a group of clients having a similar characteristic such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions. The Company does not have any significant risk with respect to a single client.

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

2. Summary of Significant Accounting Policies (cont'd)

q) Long-lived Asset Impairment

The company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is assessed based on the carrying amount of a long-lived asset compared to the sum of the future undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized when the carrying amount is not recoverable and exceeds the total undiscounted cash flows expected from its use and disposition.

r) Recent Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4" (Statement 151). This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). As currently worded in ARB 43, Chapter 4, the term "so abnormal" was not defined and its application could lead to unnecessary noncomparability of financial reporting. This Statement eliminates that term and requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. The adoption of Statement 151 will not have a material impact on the Company's consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29" (Statement 153). This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The adoption of FAS 153 will not have a material impact on the Company's consolidated financial statements.

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based Payment" (Statement 123R). This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which the employee is required to provide service in exchange for the award requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in Statement 123. This Statement is effective for public entities that do not file as a small business issuers as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. This Statement applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. The cumulative effect of initially applying this Statement, if any, is recognized as of the required effective date and is not expected to have a material impact on the Company's consolidated financial statements.

3. Cash and Cash Equivalents

Included in cash and cash equivalents is cash restricted for use by the Company of $134,260 (2004 - $121,242). The fund is being held as security for one of the bank loans as described in note 7. The loan will mature on December 11, 2005. As at September 30, 2005, the amount outstanding was $393,190 (2004 - $606 ,211).

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

4. Inventories

Inventory includes $5,427 (2004 - $17,846) of merchandise and $206,972 (2004 - $233,128) of raw materials.

5. Investments in Available for Sale Securities

	2005		2004
Stock #1	$	47,956	$	43,384
Other miscellaneous		248		225
	$	48,204	$	43,609

Stock #1 represents a minority interest in a private Korean company which is carried at cost.

6. Equipment

Equipment is comprised as follows:

			2005				2004
			Accumulated				Accumulated
	Cost		Depreciation		Cost		Depreciation
Furniture and fixtures	$	45,799	$	28,074	$	34,185	$	19,849
Equipment		631,257		547,983		565,651		424,680
Vehicles		14,843		14,841		13,429		12,756
Software		696,737		385,878		622,090		222,797
		1,388,636		976,776		1,235,355		680,082
Net carrying amount			$	411,860			$	555,273

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

7. Loans Payable

						2005			2004
	Current		Long-term			Total			Total
Bank loans	$	968,590	$	-		$	968,590		$	1,214,640
Promissory note		39,000		-			39,000			39,000
Government loans (#1, 2 & 3)		61,236		37,826			99,062			89,621
Discount of interest-free government loans		-		(7,842	)		(7,842	)		(12,780	)
Note payable #1		-		479,500			479,500			-
Notes payable (#2, 3 & 4)		361,716		-			361,716			270,778
	$	1,430,542	$	509,484		$	1,940,026		$	1,601,259

Bank Loans

The bank loans bear interest at 7.5% to 21% and mature between November and December 2005. The loans are repayable upon maturity.

Promissory Note

The promissory note is non-interest bearing, unsecured, and due on demand.

Government Loan #1

The loan is non-interest bearing, unsecured, and repayable in annual payments of $17,789 and matured on July 2005. The company is in arrears on the 2004 and 2005 payment. Total amount outstanding at September 30, 2005 was $35,580.

Government Loan #2

The loan is non-interest bearing, unsecured, and repayable in annual payments of $12,828 and matured on July 2005. The company is in arrears on the 2004 and 2005 payment. Total amount outstanding at September 30, 2005 was $25,656.

Government Loan #3

The loan is non-interest bearing, unsecured, repayable in annual payments of $9,564 starting 2006 and matures October 2009. The total amount outstanding at September 30, 2005 was $37,826.

Note Payable #1

The note payable is a non-interest bearing loan and is repayable in August 2015.

Note Payable #2

The note payable of $210,980 bears interest at 4% per month, is personally guaranteed by the chief executive officer of the Company, and is due on demand.

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

7. Loans Payable (cont'd)

Notes Payable #3

The notes payable of $54,836 is non-interest bearing and due on demand.

Notes Payable #4

The notes payable of $95,900 bears interest at 9% per annum and is repayable at maturity in October 2005.

Principal payments consist of the following:

2006	$	1,430,542
2007		7,495
2008		7,496
2009		7,496
2010 and Thereafter		486,997
	$	1,940,026

8. Shareholder Loan

The loan from the chief executive officer, who is also an 11% shareholder of the company, is non-interest bearing, unsecured, and due on demand.

9. Convertible Debenture

Pursuant to SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" the Company accounts for the convertible debenture as a liability at face value and no formal accounting recognition is assigned to the value inherent in the conversion feature. The debenture is convertible into common shares at a price per share of 100% of the lowest closing bid price on the trading day immediately preceding the conversion date.

The convertible debenture has a face value of $240,000 with an annual coupon rate of 5%, and both principal and interest are to be repaid either in cash or common shares by August 4, 2007.

The debenture has been repaid as follows:

Issued - February 2005	$	240,000
Converted - quarter ended March 2005		(140,000	)
Converted - quarter ended June 2005		(70,000	)
Balance - September 30, 2005	$	30,000

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

10. Capital Stock

Authorized
300,000,000 common shares, par value $0.001 per share (2004 - 50,000,000)
		2005			2004
Issued
41,834,102 common shares (2004 - 20,944,300)	$	(41,833	)	$	(20,944	)

On September 30, 2003, the Company cancelled 4,800,000 shares of common stock for no consideration. As well, the Company granted a 2 to 5 reverse stock split. The reverse split has retroactively been taken into consideration in the consolidated financial statements an the calculation of earnings per share. Subsequently, the Company issued 16,683,300 common shares in exchange for 100% of the outstanding shares of Cintel Co., Ltd.

In June 2004, 300,000 common shares were issued for consulting services at the value of $33,000.

In July 2004, 160,000 common shares were issued for consulting services at the value of $12,800.

In August 2004, 50,000 common shares were issued for consulting services at the value of $4,500.

In September 2004, 120,000 common shares were issued for consulting services at the value of $9,600.

In September 2004, the Company increased its authorized capital from 50,000,000 common shares to 300,000,000 common shares.

In October 2004, 120,000 common shares were issued for consulting services at the value of $14,400.

In November 2004, 170,000 common shares were issued for consulting services at the value of $15,000.

In November 2004, 25,000,000 common shares were held in escrow for future conversion to repay the promissory note as described in note 9. As at June 30, 2005, 13,458,595 common shares have been issued on repayment as described below. The balance of shares held in escrow at June 30, 2005 was 11,541,405.

In November 2004, the Company issued 412,286 common shares upon the repayment of $20,000 of the promissory note as described in note 9.

In December 2004, the Company issued 1,763,214 common shares upon the repayment of $40,000 of the promissory note as described in note 9.

In January 2005, the Company issued 240,000 common shares for consulting service at the value of $20,500.

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

10. Capital Stock (cont'd)

In January 2005, the Company issued 2,262,424 common shares upon the repayment of $40,000 of the promissory note as described in note 9.

In February 2005, the Company issued 622,200 common shares upon the repayment of $50,000 of the promissory note as described in note 9.

In February 2005, 400,000 common shares were issued for consulting services at the value of $44,000.

In March 2005, the Company issued 1,485,120 common shares upon the repayment of $80,000 of the promissory note as described in note 9.

In March 2005, the Company repurchased 93,830 common shares for $105,185

In March 2005, 1,905,136 common shares were issued upon the conversion of $140,000 of convertible debenture as described in note 9.

In April 2005, the Company issued 1,311,769 common shares upon the repayment of $40,000 of the promissory note as described in note 9.

In April 2005, 1,200,000 common shares were issued for consulting services at the value of $48,000.

In April 2005, 712,500 common shares were issued upon the conversion of $20,000 of convertible debenture as described in note 9.

In May 2005, 1,329,346 common shares were issued upon the conversion of $50,000 of convertible debenture as described in note 9.

In May 2005, the Company issued 2,333,551 common shares upon the repayment of $70,000 of the promissory note as described in note 9.

In June 2005, 150,000 common shares were issued for consulting services at the value of $4,500.

In June 2005, the Company issued 3,268,031 common shares upon the repayment of $80,000 of the promissory note.

In July 2005, the Company issued 704,225 common shares upon the repayment of $20,000 of the promissory note.

In September 2005, 500,000 common shares were issued for consulting services at the value of $15,000.

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

10. Capital Stock (cont'd)

Stock Warrants and Options

The Company has accounted for its stock options and warrants in accordance with SFAS 123 "Accounting for Stock - Based Compensation" and SFAS 148 "Accounting for Stock - Based compensation - Transition and Disclosure." Value of options granted has been estimated by the Black Scholes option pricing model. The assumptions are evaluated annually and revised as necessary to reflect market conditions and additional experience. The following assumptions were used:

	2005	2004
Interest rate	6.5%	6.5%
Expected volatility	70%	70%
Expected life in years	6	6

In 1999 the Board of Directors of Cintel Korea adopted an option plan to allow employees to purchase ordinary shares of the Cintel Korea.

In August 1999, the share option plan granted 96,000 stock options for the common stock of Cintel Korea having a $0.425 nominal par value each and an exercise price of $0.425. In 2002, 53,000 stock options were cancelled. In 2003, an additional 30,000 stock options were cancelled.

In March 2000, 225,000 stock options were granted having a $0.425 nominal par value each and an exercise price of $0.68. In 2002, 135,000 and in 2003, an additional 47,000 of these stock options were cancelled.

In February 2001, 30,000 stock options were granted having a $0.425 nominal par value each and an exercise price of $0.72. In 2003, all of these stock options were cancelled.

In March 2003, 65,000 stock options were granted having a $0.425 nominal par value each and an exercise price of $0.71. In the same year, 15,000 of these stock options were cancelled.

The options vest gradually over a period of 3 years from the date of grant. The term of each option shall not be more than 8 years from the date of grant. No options have vested in the nine months ended September 30, 2005 and 2004.

The stock options have not been included in the calculation of the diluted earnings per share as their inclusion would be antidilutive.

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

10. Capital Stock (cont'd)

The following table summarizes the stock option activity during 2005 and 2004:

	2005		2004
Outstanding, beginning of period		106,000		106,000
Granted		-		-
Exercised		-		-
Cancelled		-		-
Outstanding, end of period		106,000		106,000
Weighted average fair value of options granted during the period	$	-	$	-
Weighted average exercise price of common stock options, beginning of period	$	0.62	$	0.62
Weighted average exercise price of common stock options granted in the period	$	-	$	-
Weighted average exercise price of common stock options, end of period	$	0.67	$	0.67
Weighted average remaining contractual life of common stock options		2 years		3 years

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

11. Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes". This Standard prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated. Corporate income tax rates applicable to the Company in 2005 and 2004 are 16.5 percent of the first 100 million Korean Won ($84,000) of taxable income and 29.7 percent of the excess.

Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The Company has deferred income tax assets arising from research and development expenses. For accounting purposes, these amounts are expenses when incurred. Under Korean tax laws, these amounts are deferred and amortized on a straight-line basis over 5 years.

The Company has deferred income tax assets as follows:

	2005			2004
Deferred income tax assets
Research and development expenses amortized over 5 years for tax purposes	$	197,242		$	218,597
Other timing differences		152,713			63,652
Net operating loss carryforwards		799,434			412,906
		1,149,389			695,155
Valuation allowance (note 14)		(1,149,389	)		-
	$	-		$	695,155

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

12. Contingent Liabilities and Commitments

a) The Company is committed to an office space lease obligation which expires in March 2006. The minimum annual payments (exclusive of taxes and insurance) under the leases for 2006 is $26,503. Rent expenses paid in 2005 and 2004 were $58,147 and $62,527 respectively.

b) The Company has entered into a contract with iMimic Networking, Inc. for the use of the iMimic solution within Korea starting November 17, 2000. For the use of this solution, the Company paid $70,000 as an upfront payment and pays a $640 royalty for each product sold that uses the iMimic solution. The Company is also required to pay an annual royalty fee of $10,000. The contract has no fixed termination date.

c) On September 14, 2004, the Company entered into a Standby Equity Distribution Agreement with US-based investment fund Cornell Capital Partners LP. Under the terms of the agreement, Cornell has committed to provide up to $5 million of funding to the Company over a 24 month period, to be drawn down at the Company's discretion through the sale of the Company's common stock to Cornell. As at September 30, 2005, there was no balance outstanding.

13. Subsequent Events

On October 17, 2005, Cintel Corp. (the "Company") entered into a securities purchase agreement to sell an aggregate of $440,000 convertible notes. The Convertible Notes do not bear interest and, unless converted into shares of the Company's common stock, are due and payable on April 7, 2007. The Convertible Notes are convertible into the Company's common stock at any time after issuance at a conversion price of $0.04 per share.

14. Restatement of the Previously Issued Consolidate Financial Statements

a) Restatement dated February 2, 2007

On further consideration, the Company determined that it was not more likely than not that deferred tax benefits would be realized, therefore, the Company provided a 100% valuation allowance against the deferred tax assets.

The affects of this restatement are to increase the valuation allowance from the consolidated financial statements dated November 9, 2005 to $1,149,389 from nil (note 11); to decrease deferred tax assets on the consolidated balance sheets to nil from $1,149,389 (comprised of $202,024 current and $947,365 long term); and to decrease the deferred income taxes recoverable from $235,181 to an expense of nil on the consolidated statements of operations and comprehensive loss.

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CINTEL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

(Unaudited)

14. Restatement of the Previously Issued Consolidate Financial Statements

b) Restatement dated June 7, 2007

On further consideration, the Company decided to defer recognition of revenue for all sale arrangements that include the credit terms "condition of clearing from original buyer", when distributors who used the Company's products in network installation projects were allowed to pay when their final end-users paid them, until such time as the underlying payment condition has been met.

The affects of this restatement for September 30, 2005 are to increase the deferred revenue from the consolidated financial statements dated February 2, 2007, to $26,867 from nil on the consolidated balance sheets; and to decrease revenue from merchandise from $957,125 to $936,538; decrease revenue from finished goods from $264,392 to $177,214; decrease cost of sales for merchandise from $833,462 to $813,856 and to decrease cost of sale for finished goods from $170,188 to $109,495 on the consolidated statements of operations and comprehensive loss.

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Item 2. Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.

The following discussion and analysis should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Results of Operations for nine months ended September 30, 2005 compared to nine months ended September 30, 2004

	9/30/2005			9/30/2004
Revenue		1,143,148			1,368,190
Cost of sales		923,351			1,176,961
Gross Profit		219,797			191,229
Expenses		1,515,133			1,108,999
Operating (Loss)		(1,295,336	)		(917,770	)
Loss Before Income Taxes		(1,497,283	)		(1,018,278	)

The main economic factors for the decrease of 16.4 % in revenue for the first nine months of 2005 compared to the previous year can be attributed to the slow economic condition in Korea and the temporary delay of some projects until the following quarter. The economic climate is turning positive and we expect this issue to disappear by the next quarter. In the upcoming quarter, the company expects significant new revenues due to factors such as a new strategic alliance with companies such as Hyundai HDS and is continuing to capitalize on past opportunities. The company will increase the reach with current trusted customers and partners with our expanded revenue generating product lines.

A 21.5% decrease in costs compared to last year can be attributed to higher profit margins on products sold. For example, the profit margin of merchandise in Q3, 2005 was 2.3%, but that margin in Q3, 2005 was 13.1%. Second, the gross profit margin of finished products in 2004 was 25.9%, but in 2005 it was 38.2%. Our contract with the Korea Museum Project with KT (Korea Telecom) is a direct example of 12.9 % increase in merchandise. Although the total dollar amount on finished goods was down the cost of sale was more than proportionately reduced and thus resulted in these increased margins.

One large factor in our increase in cost of overseas operations was a result of travel expenses to markets such as China, Australia and the United States. Another cost increase is directly related with an increase in expenses to build alliances and research of potential new markets that will help to build our bonds with large customers and corporate alliances. The results of this contribution should be clear by the end of this year.

Management believes the ITM market continues to expand globally soon. Although the company's financial performance is down compared to last year largely due to a lack of diversification in its products and markets, the company can expect to show additional revenue and profits in near future with the strong relationships it has with its enterprise level customers. In accordance with the directive of the board of directors, management will use the balance of fiscal year 2005 to expand its products and markets. In its core market, Korea, CinTel will better leverage its alliance with Hyundai HDS and expand the solution portfolio from the single ITM solutions to include more enterprise IT solutions, including security products with HDS. We believe this partnership with HDS will continue to enable growth for CinTel in the current IT environment. CinTel is taking steps to establish several business partnerships in the U.S. Additionally, CinTel will study other markets to enter where we can leverage our distribution channels and product strengths.

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Operations for the next twelve months

Our financial plan for the next twelve months depends on important assumptions, most of which are shown in the following table. The key underlying assumptions are:

· We assume a slow-growth economy without major recession.

· We assume there are no unexpected discoveries in technology to make our products immediately obsolete.

· We expect the global IT spending environment to remain flat to slightly above this year's levels.

· Nature and Limitation of Projections -This financial projection is based on sales volume at the levels described in the revenue section and presents, to the best of management's knowledge and belief, the company's expected assets, liabilities, capital, revenues, and expenses. The projections reflect management's judgment of the expected conditions and its expected course of action, given the assumptions.

· Revenues - The Company's revenues are derived primarily from the sale of IT solutions to enterprise customers. Revenue projections are based on the 2005 sales in the comparable market nationwide, based on industry average. The exact numbers can be found in the Sales Forecast table and chart section.

· Expenses - The Company's expenses are primarily those of salaries, sales commissions, development costs, operating costs, and administrative costs. Other expenses are based on management's estimates and industry averages.

Trends

The ITM market is currently undergoing rapid transformation from a pure caching appliance environment to a convergence of more enterprise network traffic and application management features such as SSL VPN, Application Acceleration (Web-enabled), WAN optimization, Firewall and Content Security. CinTel must incorporate these functionalities into its current product line to better compete in the marketplace.

Wireless ISP market access penetration is rapidly increasing in North America as wireless and Broadband technologies are being deployed. As the standards are agreed upon, and as the new business models begin to surface broadband access penetration will become ubiquitous and will open up new business opportunities for companies like CinTel and others in this space.

Income/loss elements not a part of regular business operations

Although in the normal course of business there will always be a percentage of receivables that will go uncollected, a significant amount was written off the books this fiscal year. This was due to the downturn in Korea's IT climate that began a few years ago, and these companies were never able to recover from that, and management has conceded and recognized the fact. This is not a symptom of poor vendor qualification.

Liquidity

Although results of this fiscal quarter did not yield a profit, we believe this was due to our concentration of risk on a small number of customers for the majority of our revenues, and not due to any specific weakness in our business opportunity overall in a broader marketplace. Therefore we do not believe reducing expenses to achieve profitability in one single year will help to grow the business in the long run for our shareholders. We anticipate increasing our expenditure to capture market share in the areas we have outlined above will result in a solid base for future growth and profitability.

- 24 -

Item 3. Controls and Procedures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and principal financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

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

In July 2005, the Company issued 704,225 common shares upon the repayment of $20,000 of the promissory note. This transaction was exempt from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), Section 3(a)(9) of the Securities Act and/or Regulation S promulgated pursuant to the Securities Act.

In September 2005, 500,000 common shares were issued for consulting services at the value of $15,000. This transaction was exempt pursuant to section 4(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit Number	Description
31.1	Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
31.2	Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
32.1	Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2	Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

- 25 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 18, 2007

CINTEL CORP.

By: /s/ Sang Don Kim

Name: Sang Don Kim

Title: Chief Executive Officer

By: /s/ Kyo Jin Kang

Name: Kyo Jin Kang

Title: Principal Financial Officer

Principal Accounting Officer  

- 26 -