SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2007
CINTEL CORP.
(Exact name of registrant as specified in its charter)
Nevada (State or Other Jurisdiction of Incorporation) | 333-100046 (Commission File Number) | 52-2360156 (I.R.S. Employer Identification Number) |
9900 Corporate Campus Drive, Suite 3,000, Louisville, KY 40223
(Address of principal executive offices) (zip code)
(502) 657-6077
(Registrant's telephone number, including area code)
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
On October 30, 2007, Cintel Corp. (the “Company”) entered into a Share Subscription Agreement pursuant to which the Company received subscriptions for the sale of 7,000,000 shares of common stock to eight investors. The offering closed on October 30, 2007. The shares of common stock were sold at a price of $0.70 per share.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) with respect to the foregoing, pursuant to Regulation S, promulgated pursuant to the Act. None of the investors is a U.S Person as such term is defined in Section 904 of Regulation S.
Item 7.01 Regulation FD Disclosure
On November 5, 2007, the Company issued a press release concerning the foregoing matters. A copy of such press release is being furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in this Item 7.01 of this current report on Form 8-K, together with the information in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any registration statement or other document filed with the SEC
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired |
| | None |
| (b) | Pro Forma Financial Information |
| | None |
| (c) | Exhibits. |
| Exhibit Number | | Description |
| 10.1 | | Share Subscription Agreement dated as of October 30, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | CINTEL CORP. |
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| Dated: November 5, 2007 | By: | /s/ Sang Don Kim |
| |
Sang Don Kim |
| | Chief Executive Officer |
