SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CINTEL CORP.
(FORMERLY KNOWN AS LINK2 TECHNOLOGIES, INC.)
(Exact name of Registrant as specified in its charter)
NEVADA 52-2360156
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1001 W. CHELTENHAM AVE.
MELROSE PARK, PA 19027
(Address of Principal Executive Offices, including ZIP Code)
2004 COMPENSATION PLAN FOR EMPLOYEES AND OUTSIDE CONSULTANTS
(Full title of the plan)
GARY R. HENRIE
10616 EAGLE NEST STREET
LAS VEGAS, NEVADA 89141
(Name and address of agent for service)
(702) 616-3093
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum
offering price Proposed maximum
Title of securities Amount to be per share aggregate offering Amount of
to be registered registered ----------- price registration fee
- -------------------- ------------ ------------------- -----------------
..001 par value
common stock
4,000,000 $ 0.12(1) $ 480,000.00 $ 60.82
------------ ----------- ------------------- -----------------
Totals . . . . . . . 4,000,000 $ 480,000.00 $ 60.82
- -------------------- ------------ ------------------- -----------------
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the last sale of the
common stock reported on the OTC Bulletin Board as of April 30, 2004.
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PROSPECTUS
CINTEL CORP.
4,000,000 Shares Of Common Stock
This prospectus relates to the offer and sale by Cintel Corp., a Nevada
corporation ("Company"), of shares of its $.001 par value per share common stock
to certain employees and outside consultants (the "Participants") pursuant to
the 2004 Compensation Plan for Employees and Outside Consultants (the "Stock
Plan") that has been approved by the board of directors of the Company. Pursuant
to the Stock Plan, in payment for services rendered, the Company is registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
employees and consultants covered by the Stock Plan, up to 4,000,000 shares of
common stock.
The common stock is not subject to any restriction on transferability, except
with respect to resale restrictions applicable to shares of our common stock
that are delivered to Participants that are deemed to be our affiliates.
Recipients of shares other than persons who are "affiliates" of Company within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of the Company or any
one of its subsidiaries. The common stock is traded on the OTC Bulletin Board
under the symbol "CNCN."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is May 11, 2004,
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This prospectus is part of a registration statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: 1001 W. Cheltenham
Ave., Melrose Park, PA 19027. The Company's telephone number is (215)
782-8201.
The Company is subject to the reporting requirements of section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Commission. These reports, as well
as other information filed by the Company under the Exchange Act may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has not been a change in
the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 6
Item 1. Stock Plan Information. 6
Item 2. Registrant Information and Employee Plan Annual Information 7
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 7
Item 3. Incorporation of Documents by Reference 7
Item 4. Description of Securities 8
Item 5. Interests of Named Experts and Counse l8
Item 6. Indemnification of Officers, Directors, Employees and
Agents; Insurance 8
Item 7. Exemption from Registration Claimed. 10
Item 8. Exhibits 10
Item 9. Undertakings. 10
SIGNATURES 12
EXHIBIT INDEX 12
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. STOCK PLAN INFORMATION.
THE COMPANY
The Company has its principal executive offices at 1001 W. Cheltenham Ave.,
Melrose Park, PA 19027. The Company's telephone number is (215) 782-8201.
PURPOSE
The Company will issue common stock to certain employees and consultants
pursuant to agreements entered into between these persons and the Company, and
pursuant to the Stock Plan, which have been approved by the Board of Directors
of the Company. The agreements and the Stock Plan are intended to provide a
method whereby the Company may be stimulated by the personal involvement of the
Participants in our future prosperity, thereby advancing the interests of the
Company, and all of our shareholders. A copy of the Stock Plan has been filed as
an exhibit to this registration statement.
COMMON STOCK
The Board has authorized the issuance of up to 4,000,000 shares of the common
stock to the persons covered by the Stock Plan upon effectiveness of this
registration statement.
THE PARTICIPANTS
The Company relies on employees and a variety of outside or independent
consultants for a variety of services from time to time. In exchange for
employee and consulting services that benefit us, we anticipate entering into
agreements whereby our Participants agree to provide their expertise and advice
to the Company for the purposes set forth in their agreements and we intend to
compensate them for their services under the terms of the Stock Plan by
delivering shares of our common stock to them in lieu of cash compensation.
NO RESTRICTIONS ON TRANSFER
The Participants will become the record and beneficial owners of the shares of
common stock upon issuance and delivery and are entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
TAX TREATMENT TO THE PARTICIPANTS
The common stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Participants, therefore, will be required for federal income tax
purposes to recognize compensation
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during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture. Accordingly, absent
a specific contractual provision to the contrary, the Participants will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. The Participants are urged to
consult each of their tax advisors on this matter.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"Commission") by Cintel Corp., a Nevada corporation, are incorporated herein by
reference:
a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2003, filed with the Securities and Exchange Commission;
(b) The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended December 31, 2003;
(c) All other documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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None
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Section 78.7502 of the Nevada Revised Statutes provides:
Discretionary and mandatory indemnification of officers, directors, employees
and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture
trust or other enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall
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indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
The foregoing indemnification provisions are broad enough to encompass certain
liabilities of directors and officers of Company under the Securities and
Exchange Act of 1933.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE
PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,
OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically incorporated
herein by this reference:
Exhibit No. Title
___________ ________________________________________________________________
5.1 Legal opinion of Gary R. Henrie, Esq.
10.1 2004 Compensation Plan for Employees and Outside Consultants
23.1 Consent of Gary R. Henrie, Esq. (Exhibit 5.1)
23.2 Consent of SF Partnership, LLP., Chartered Accountants
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or
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in the aggregate, represents a
fundamental change in the information set forth in the registration statement;
(iii) include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities offered at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating
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to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in Seoul, Korea on this 11th day of May, 2004.
CINTEL CORP.
(Registrant)
/s/ Sang Don Kim
----------------------------------
Sang Don Kim
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURES TITLE DATE
________________________________________________________________________________
/s/ Sang Don Kim Principal Executive Officer May 11, 2004
Sang Don Kim Director
/s/ Winslow K. Kang Principal Financial Officer May 11, 2004
Winslow K. Kang Principal Accounting Officer
INDEX TO EXHIBITS
Exhibit No. Title
___________ ________________________________________________________________
5.1 Legal opinion of Gary R. Henrie, Esq.
10.1 2004 Compensation Plan for Employees and Outside Consultants
23.1 Consent of Gary R. Henrie, Esq. (Exhibit 5.1)
23.2 Consent of SF Partnership, LLP., Chartered Accountants