AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2004.

AN EXHIBIT LIST CAN BE FOUND ON PAGE II-2.

REGISTRATION NO. 333-119002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A
(AMENDMENT NO. 1)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CINTEL CORP.
(Exact Name of Registrant as Specified in its Charter)

NEVADA 3571 52-2360156
------ ---- ----------
(State of Incorporation) (Primary Standard (IRS Employer
Industrial Code No.) Identification No.)

1001 W. Cheltenham Ave.
Melrose Park, PA 19027
(215) 782-8201
(Address and telephone number of principal executive offices)

Sang Don Kim, CEO
Cintel Corp.
1001 W. Cheltenham Ave.
Melrose Park, PA 19027
(215) 782-8201
(Name, address and telephone number of agent for service)

Copies to:
Gregory Sichenzia, Esq.
David Schubauer, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor.
New York, New York 10018
(212) 930-9700

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

(COVER CONTINUES ON FOLLOWING PAGE)

CALCULATION OF REGISTRATION FEE
======================================================= ================= ==================== ===================== ==============
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SECURITY(1) PRICE FEE
- ------------------------------------------------------- ----------------- -------------------- --------------------- --------------

Common Stock, $.001 par value (2) 113,378,685 $0.08 $9,070,294.80 $1,149.21
Common Stock, $.001 par value (3) 5,333,333 $0.08 $462,666.64 $54.06
Common Stock, $.001 par value (4) 142,858 $0.08 $11,428.64 $1.45
- ------------------------------------------------------- ----------------- -------------------- --------------------- --------------

Total 118,854,876 $0.08 $9,508,390.08 $1,204.71 (5)

======================================================= ================= ==================== ===================== ==============

(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(g) under the Securities Act of
1933, using the average of the high and low price as reported on the
Over-The-Counter Bulletin Board on September 8, 2004, which was $0.08
per share.
(2) Represents shares underlying Standby Equity Distribution Agreement. (3)
Represents shares underlying a convertible debenture that was issued to
Cornell Capital Partners, L.P. upon execution of the Standby Equity
Distribution Agreement.
(4) Represents shares of common stock issued as a fee to Newbridge
Securities Corporation for acting as exclusive placement agent under
the Standby Equity Distribution Agreement.

(5) Previously paid.

The registrant amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2004

CINTEL CORP.
UP TO 118,854,876 SHARES OF
COMMON STOCK

This prospectus relates to the resale by the selling stockholders of up
to 118,854,876 shares of our common stock. The selling stockholders may sell
common stock from time to time in the principal market on which the stock is
traded at the prevailing market price or in negotiated transactions.

We are not selling any shares of common stock in this offering and
therefore will not receive any proceeds from this offering. We will, however,
receive proceeds from the sale of common stock under our Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P. All costs associated
with this registration will be borne by us.

Our common stock is currently quoted on the Over-The-Counter Bulletin
Board under the symbol CNCN. The last reported sales price for our common stock
on September 8, 2004, was $0.08 per share.

Investing in our common stock involves substantial risks.

See "Risk Factors," beginning on page 2.

Cornell Capital Partners, L.P. is an "underwriter" within the meaning
of the Securities Act of 1933 in connection with the sale of common stock under
the Standby Equity Distribution Agreement.

With the exception of Cornell Capital Partners, L.P., which is an
"underwriter" within the meaning of the Securities Act of 1933, no other
underwriter or person has been engaged to facilitate the sale of shares of
common stock in this offering. None of the proceeds from the sale of stock by
the selling stockholders will be placed in escrow, trust or any similar account.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The information in this Prospectus is not complete and may be changed.
This Prospectus is included in the Registration Statement that was filed by
CinTel Corp. with the Securities and Exchange Commission. The selling
stockholders may not sell these securities until the registration statement
becomes effective. This Prospectus is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.

TABLE OF CONTENTS

PAGE

Prospectus Summary 1
Risk Factors 2
Forward Looking Statements 5
Use of Proceeds 6
Selling Stockholders 7
Plan of Distribution 11
Market for Common Equity and Related Stockholder Matters 13
Management's Discussion and Analysis of Financial Condition and Results of Operations 14
Description of Business 16
Description of Property 22
Legal Proceedings 22
Management 23
Executive Compensation 24
Certain Relationships and Related Transactions 24
Security Ownership of Certain Beneficial Owners and Management 24
Description of Securities 25
Indemnification for Securities Act Liabilities 26
Legal Matters 27
Experts 27
Additional Information 27
Index to Financial Statements 28

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "RISK
FACTORS" section, the financial statements and the notes to the financial
statements. As used throughout this prospectus, the terms "CinTel," "we," "us,"
and "our" refer to CinTel Corp.

CINTEL CORP.

On September 30, 2003, we acquired 100% of the issued and outstanding
capital stock of CinTel Co., Ltd, a Korean corporation, and began to carry on
the business of developing, manufacturing and distributing Internet Traffic
Management solutions for businesses and consumers in Korea. Internet Traffic
Management solutions are used to manage, control and improve the performance of
high traffic web sites. Our principal Internet Management Solutions products
include: Web Caching (PacketCruz(TM) iCache), Cyber APT (PacketCruz(T)M i2one),
and Content Delivery Network (PacketCruz(TM) Proximator).

For the years ended December 31, 2003 and December 31, 2002, we
incurred net losses of $1,535,940 and $204,540, respectively. We incurred net
losses of $676,165 for the six months ended June 30, 2004 and $714,398 for the
six months ended June 30, 2003. As a result, on June 30, 2004, we had an
accumulated deficit of $3,694,041. As of June 30, 2004 we had a working capital
deficiency of $353,441 (current assets less current liabilities).

Our principal executive offices are located at 1001 W. Cheltenham Ave.,
Melrose Park, PA 19027. Our phone number is (215) 782-8201. We are a Nevada
corporation.

THE OFFERING

Common stock offered by selling stockholders............. Up to 118,854,876 shares, based on current
market prices and assuming full conversion
of the convertible debenture. This number
represents approximately 567% of our
current outstanding stock and includes
113,378,685 shares of common stock to be
issued under the Standby Equity
Distribution Agreement and up to 5,333,333
shares of common stock underlying a
convertible debenture. Assuming the
conversion of the $240,000 principal amount
debenture on August 17, 2004, and a
conversion price of $0.09 per share, the
number of shares issuable upon conversion
of the convertible debenture would be
2,666,6667. Further, in the event that we
draw down $100,000 under the Standby Equity
Distribution, which is the maximum
permitted advance within a seven-day
period, we would be required to issue
1,344,086 shares of common on August 17,
2004 based on a purchase price of $0.0744.
Common stock to be outstanding after the offering........ Up to 49,000,000 shares.*
Use of proceeds.......................................... We will not receive any proceeds from the
sale of the common stock hereunder. We will
receive proceeds from the sale of our common
stock pursuant to the Standby Equity
Distribution Agreement. See "Use of
Proceeds" for a complete description.
OTCBB Symbol............................................. CNCN

*The above information regarding common stock to be outstanding after the
offering is based on 20,974,300 shares of common stock outstanding as of August
13, 2004.

RISK FACTORS

Any investment in our shares of common stock involves a high degree of
risk. You should carefully consider the following information about these risks,
together with the other information contained in this prospectus before you
decide to buy our common stock. Each of the following risks may materially and
adversely affect our business, results of operations and financial condition.
These risks may cause the market price of our common stock to decline, which may
cause you to lose all or a part of the money you paid to buy our common stock.

We provide the following cautionary discussion of risks, uncertainties
and possible inaccurate assumptions relevant to our business and our products.
These are factors that we think could cause our actual results to differ
materially from expected results.

RISKS RELATED TO OUR BUSINESS:

WE HAVE HAD LOSSES AND SUCH LOSSES MAY CONTINUE, WHICH MAY NEGATIVELY
IMPACT OUR ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES. For the years ended
December 31, 2003 and December 31, 2002, we incurred net losses of $1,535,940
and $204,540, respectively. We incurred net losses of $676,165 for the six
months ended June 30, 2004 and $714,398 for the six months ended June 30, 2003.
As a result, on June 30, 2004, we had an accumulated deficit of $3,694,041. As
of June 30, 2004 we had a working capital deficiency of $353,441. There can be
no assurance that future operations will be profitable. Revenues and profits, if
any, will depend upon various factors, including whether we will be able to
continue expansion of our revenue. We may not achieve our business objectives
and the failure to achieve such goals would have an adverse impact on us.

WE MAY FAIL TO ANTICIPATE AND ADAPT TO MARKET CHANGES, WHICH COULD
IMPAIR OUR ABILITY TO REMAIN COMPETITIVE AND HARM OUR MARKET SHARE. Our success
depends in part on our ability to anticipate rapidly changing market trends, and
to adapt our products to meet the changing needs of Internet Traffic Management
technology. Internet Traffic Management technology is characterized by frequent
and often dramatic changes. This environment of rapid and continuous change
presents significant challenges to our ability to develop new products for our
target markets. If we fail to develop, gain access to and use leading
technologies in a cost-effective and timely manner, maintain close working
relationships with current and potential customers and expand our technical and
design expertise in a manner that meets these changing market needs, we may lose
our customers to competitors who may better anticipate changing market trends.
If we are unable to compete effectively in the market for Internet Traffic
Management and maintain or increase our market share, our business, financial
condition and operating results could be adversely affected.

IF THE PROTECTION OF OUR INTELLECTUAL PROPERTY RIGHTS IS INADEQUATE,
OUR ABILITY TO COMPETE SUCCESSFULLY COULD BE IMPAIRED AND WE COULD LOSE
CUSTOMERS. We regard our patents, copyrights, trademarks, trade secrets and
similar intellectual property as critical to our success. We rely on a
combination of patent, trademark and copyright law and trade secret protection
to protect our proprietary rights. Nevertheless, the steps we take to protect
our proprietary rights may be inadequate. Detection and elimination of
unauthorized use of our products is difficult. We may not have the means,
financial or otherwise, to prosecute infringing uses of our intellectual
property by third parties. Further, effective patent, trademark, service mark,
copyright and trade secret protection may not be available in every country in
which we will sell our products and offer our services. We are attempting to
sell our products in countries and continents where we have not been granted
patent protection. It is possible that in those locations a third party may make
an infringing use of our technology and compete for the same market. If we are
unable to protect or preserve the value of our patents, trademarks, copyrights,
trade secrets or other proprietary rights for any reason, our business,
operating results and financial condition could be harmed.

Litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets, to determine the validity and
scope of the proprietary rights of others, or to defend against claims that our
products infringe upon the proprietary rights of others or that proprietary
rights that we claim are invalid. Litigation may also be necessary to enforce
the contractual arrangements which we have entered into to protect our
intellectual property rights, but, there can be no assurance that the courts
would enforce such arrangements. Litigation could result in substantial costs
and diversion of resources and could harm our business, operating results and
financial condition regardless of the outcome of the litigation.

Other parties may assert infringement or unfair competition claims
against us. We cannot predict whether third parties will assert claims of
infringement against us, or whether any future claims will prevent us from
operating our business as planned. If we are forced to defend against
third-party infringement claims, whether they are with or without merit or are
determined in our favor, we could face expensive and time-consuming litigation,
which could distract technical and management personnel. If an infringement
claim is determined against us, we may be required to pay monetary damages or
ongoing royalties. Further, as a result of infringement claims either against us
or against those who license technology to us, we may be required, or deem it
advisable, to develop non-infringing intellectual property or enter into costly
royalty or licensing agreements. Such royalty or licensing agreements, if

required, may be unavailable on terms that are acceptable to us, or at all. If a
third party successfully asserts an infringement claim against us and we are
required to pay monetary damages or royalties or we are unable to develop
suitable non-infringing alternatives or license the infringed or similar
intellectual property on reasonable terms on a timely basis, it could
significantly harm our business.

WE MAY NOT BE ABLE TO DEVELOP THE NEW PRODUCTS THAT WE NEED TO REMAIN
COMPETITIVE. Our future success depends on our ability to successfully identify
new product opportunities, develop and bring to market new products and
integrate new products and respond effectively to technological changes and
product developments by our competitors. We are currently developing new
products, as well as new applications of our existing products. However, the
complexity of our products makes the process of internally researching,
developing, launching and gaining client acceptance of a new product or a new
application to an existing product is inherently risky and costly. We may
experience difficulties that could delay or prevent the successful development,
introduction or marketing of our products and applications. Our products may not
adequately meet the requirements of our current or prospective customers. Any
failure by us to successfully design, develop, test and introduce such new
products, or the failure of our recently introduced products to achieve market
acceptance, could prevent us from maintaining existing customer relationships,
gaining new customers or expanding our markets and could have a material adverse
effect on our business, financial condition and results of operations. Any
failure by us to accurately predict what competitors will develop and bring to
market could also have a material adverse effect on our performance results.

OUR SUCCESS DEPENDS ON THE CONTINUING SERVICE OF SANG DON KIM, OUR
PRESIDENT, CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR. IF MR. KIM WERE TO LEAVE,
THIS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS AND FINANCIAL
CONDITION. Changes in management could have an adverse effect on our business.
We are dependent upon the active participation of Mr. Sang Don Kim, our
President, Chief Executive Officer and sole director. We have not entered into
an employment agreement with Mr. Kim. While Mr. Kim does not have any plans to
retire or leave our company in the near future, the failure to retain the
service of Mr. Kim could have a material adverse effect on our operating results
and financial performance. We do not maintain key life insurance policies for
any of our executive officers or other personnel.

RISKS RELATING TO OUR CURRENT STANDBY EQUITY DISTRIBUTION AGREEMENT:

THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR STANDBY EQUITY
DISTRIBUTION AGREEMENT THAT ARE BEING REGISTERED IN THIS PROSPECTUS AND THE SALE
OF THESE SHARES MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK. The issuance
and sale of shares upon delivery of an advance by Cornell Capital Partners
pursuant to the Standby Equity Distribution Agreement in the amount up to
$5,000,000 is likely to result in substantial dilution to the interests of other
stockholders. There is no upper limit on the number of shares that we may be
required to issue. This will have the effect of further diluting the
proportionate equity interest and voting power of holders of our common stock
and may result in a change of control of our Company.

THE CONTINUOUSLY ADJUSTABLE PRICE FEATURE OF OUR STANDBY EQUITY
DISTRIBUTION AGREEMENT COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER
OF SHARES, WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS. Our
obligation to issue shares upon receipt of an advance pursuant to the Standby
Equity Distribution Agreement is essentially limitless. The following is an
example of the amount of shares of our common stock issuable in connection with
an advance of $100,000 under the Standby Equity Distribution Agreement, based on
market prices 25%, 50% and 75% below the closing bid price as of August 17, 2004
of $0.09. In addition to the 2% discount that Cornell Capital Partners, L.P.
will receive on the purchase price, we will pay Cornell Capital Partners, L.P.
5% of the gross proceeds that we receive from each advance. This effectively
amounts to an approximate 7% discount that Cornell Capital Partners, L.P. will
receive on purchases of our common stock

Effective Price
% Below market Price Per With 2% Per Share With 5% Number of Shares
Share Discount Cash Payment Issuable Percentage of Stock*
----------------- --------------- ----------------- -------------------- -------------------- ----------------------

25% $0.0675 $0.0662 $0.0629 1,510,574 7.2%
50% $0.045 $0.0441 $0.0419 2,267,574 10.8%
75% $0.0225 $0.0221 $0.0210 4,524,887 21.6%

*Based upon 20,974,300 shares of common stock outstanding.

As illustrated, the number of shares of common stock issuable in
connection with an advance under the Standby Equity Distribution Agreement will
increase if the market price of our stock declines, which will cause dilution to
our existing stockholders.

THE SALE OF OUR STOCK UNDER OUR STANDBY EQUITY DISTRIBUTION AGREEMENT
COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE
FUTURE DECLINE OF OUR STOCK PRICE AND MATERIALLY DILUTE EXISTING STOCKHOLDERS'
EQUITY AND VOTING RIGHTS. In many circumstances the provision of a Standby
Equity Distribution Agreement for companies that are quoted on the
Over-The-Counter Bulletin Board has the potential to cause significant downward
pressure on the price of common stock. This is particularly the case if the
shares being placed into the market exceed the market's ability to absorb the
increased stock or if we have not performed in such a manner to show that the
equity funds raised will be used to grow our Company. Such an event could place
further downward pressure on the price of our common stock. Under the terms of
our Standby Equity Distribution Agreement we may request numerous drawdowns.
Even if we use the Standby Equity Distribution Agreement to grow our revenues
and profits or invest in assets which are materially beneficial to us, the
opportunity exists for short sellers and others to contribute to the future
decline of our stock price. If there are significant short sales of our stock,
the price decline that would result from this activity will cause the share
price to decline more so, which, in turn, may cause long holders of the stock to
sell their shares thereby contributing to sales of stock in the market. If there
is an imbalance on the sell side of the market for the stock, the stock price
will decline. If this occurs, the number of shares of our common stock that is
issuable pursuant to the Standby Equity Distribution Agreement will increase,
which will materially dilute existing stockholders' equity and voting rights.

THE PRICE YOU PAY IN THIS OFFERING WILL FLUCTUATE AND MAY BE HIGHER
THAN THE PRICES PAID BY OTHER PEOPLE PARTICIPATING IN THIS OFFERING. The last
reported sales price for our common stock on September 8, 2004, was $0.08 per
share. The price in this offering will fluctuate based on the prevailing market
price of the common stock on the Over-the-Counter Bulletin Board. Accordingly,
the price you pay in this offering may be higher than the prices paid by other
people participating in this offering.

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS UNDER THE STANDBY EQUITY
DISTRIBUTION AGREEMENT WHEN NEEDED. We are to some extent dependent on external
financing to fund our operations. Our financing needs are expected to be
substantially provided from the Standby Equity Distribution Agreement. No
assurances can be given that such financing will be available in sufficient
amounts or at all when needed, in part, because we are limited to a maximum draw
down of $100,000 per advance. Further, the Standby Equity Distribution Agreement
limits Cornell Capital Partners' permitted ownership to 9.9% of our outstanding
common stock.

RISKS RELATED TO OUR COMMON STOCK:

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET. As of
August 13, 2004, we had 20,974,300 shares of our common stock issued and
outstanding of which we believe 11,896,800 shares to be restricted shares. Rule
144 provides, in essence, that a person holding "restricted securities" for a
period of one year may sell only an amount every three months equal to the
greater of (a) one percent of a company's issued and outstanding shares, or (b)
the average weekly volume of sales during the four calendar weeks preceding the
sale. The amount of "restricted securities" which a person who is not an
affiliate of our Company may sell is not so limited, since non-affiliates may
sell without volume limitation their shares held for two years if there is
adequate current public information available concerning our Company. In such an
event, "restricted securities" would be eligible for sale to the public at an
earlier date. The sale in the public market of such shares of common stock may
adversely affect prevailing market prices of our common stock.

OUR HISTORIC STOCK PRICE HAS BEEN VOLATILE AND THE FUTURE MARKET PRICE
FOR OUR COMMON STOCK IS LIKELY TO CONTINUE TO BE VOLATILE. FURTHER, THE LIMITED
MARKET FOR OUR SHARES WILL MAKE OUR PRICE MORE VOLATILE. THIS MAY MAKE IT
DIFFICULT FOR YOU TO SELL OUR COMMON STOCK FOR A POSITIVE RETURN ON YOUR
INVESTMENT. The public market for our common stock has historically been very
volatile. Since our common stock began quoting on the Over-The-Counter Bulletin
Board during the third quarter of 2003, the market price for our common stock
has ranged from $0.06 to $2.00 (See "Market for Common Equity and Related
Stockholder Matters on page 13 of this Prospectus). Any future market price for
our shares is likely to continue to be very volatile. This price volatility may
make it more difficult for you to sell shares when you want at prices you find
attractive. We do not know of any one particular factor that has caused
volatility in our stock price. However, the stock market in general has
experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of companies. Broad market
factors and the investing public's negative perception of our business may
reduce our stock price, regardless of our operating performance. Further, the
market for our common stock is limited and we cannot assure you that a larger
market will ever be developed or maintained. The average daily trading volume of
our common stock over the past three months was approximately 17,989 shares. The
last reported sales price for our common stock on September 8, 2004, was $0.08
per share. Market fluctuations and volatility, as well as general economic,
market and political conditions, could reduce our market price. As a result,
this may make it difficult or impossible for you to sell our common stock.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK. The
Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, Rule 15g-9 require:

o that a broker or dealer approve a person's account for transactions
in penny stocks; and

o the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the
penny stock to be purchased

In order to approve a person's account for transactions in penny
stocks, the broker or dealer must:

o obtain financial information and investment experience objectives of
the person; and

o make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the SEC relating to the penny
stock market, which, in highlight form:

o sets forth the basis on which the broker or dealer made the
suitability determination; and

o that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.

Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

FORWARD-LOOKING STATEMENTS

Information in this prospectus contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements can be identified by the use of words such as
"believes," "estimates," "could," "possibly," "probably," "anticipates,"
"projects," "expects," "may," "will," or "should" or other variations or similar
words. No assurances can be given that the future results anticipated by the
forward-looking statements will be achieved. The following matters constitute
cautionary statements identifying important factors with respect to those
forward-looking statements, including certain risks and uncertainties that could
cause actual results to vary materially from the future results anticipated by
those forward-looking statements. Among the key factors that have a direct
bearing on our results of operations are the effects of various governmental
regulations, the fluctuation of our direct costs and the costs and effectiveness
of our operating strategy.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be
offered and sold from time to time by Cornell Capital Partners, L.P. We will
receive proceeds from the sale of shares of our common stock to Cornell Capital
Partners, L.P. under the Standby Equity Distribution Agreement. Under the
Standby Equity Distribution Agreement: (1) Cornell Capital Partners, L.P. will
pay 98% of the lowest closing bid price of the common stock for the five
consecutive trading days immediately following the notice to advance funds date;
and (2) we will pay Cornell Capital Partners, L.P. 5% of the gross proceeds that
we receive from each advance. This effectively amounts to an approximate 7%
discount that Cornell Capital Partners, L.P. will receive on purchases of our
common stock. We cannot draw more than $100,000 per advance during any seven-day
calendar period, or more than $400,000 during any thirty-day calendar period.

We have set forth below our intended use of proceeds for an aggregate
of $4,605,000 to be received under the Standby Equity Distribution Agreement.
The table assumes estimated offering expenses of $45,000.

GROSS PROCEEDS $5,000,000

NET PROCEEDS (AFTER OFFERING EXPENSES) $4,605,000

USE OF PROCEEDS: AMOUNT

Sales & Marketing $500,000

Administrative Expenses, Including Salaries $2,000,000

General Working Capital $2,105,000

TOTAL $4,605,000

Proceeds used for general working capital will be used to purchase
goods to fulfill our existing orders for new solutions and also for further
research and development of new products.

SELLING STOCKHOLDERS

The following table presents information regarding the selling
stockholders, including Cornell Capital Partners, L.P. and Newbridge Securities
Corporation. A description of each selling stockholder's relationship to our
Company and how each selling stockholder acquired the shares in this offering is
detailed in the information immediately following this table.

SHARES TO BE ACQUIRED UNDER
STANDBY EQUITY DISTRIBUTION
SHARES BENEFICIALLY OWNED AGREEMENT/ CONVERTIBLE SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING DEBENTURE AFTER THE OFFERING (2)
--------------------------- -------------------------- -------------------------
NAME NUMBER PERCENT (1) NUMBER PERCENT (1) NUMBER PERCENT
- ---------------------------------- ----------- ----------- ------------ ----------- ---------- ----------

Cornell Capital Partners, L.P. 1,102,000 4.99% 118,712,018 84.98% 0 0%
101 Hudson Street, Suite 3606
Jersey City, NJ 07302

Newbridge Securities Corporation 142,858 * 142,858 * 0 0%
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, FL 33309

TOTAL 1,244,858 5.60% 118,854,876 85.09% 0 0%

* Less than 1%.
(1) Applicable percentage ownership is based on 20,974,300 shares of common
stock outstanding as of August 13, 2004, together with securities
exercisable or convertible into shares of common stock within 60 days
of August 13, 2004 for each stockholder. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with
respect to securities. Shares of common stock that are currently
exercisable or exercisable within 60 days of August 13, 2004 are deemed
to be beneficially owned by the person holding such securities for the
purpose of computing the percentage of ownership of such person, but
are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
(2) Assumes that all securities registered will be sold and that all shares
of common stock underlying the convertible debentures and the Standby
Equity Distribution Agreement will be issued.
(3) Represents shares underlying a convertible debenture that was issued to
Cornell Capital Partners, L.P. upon execution of the Standby Equity
Distribution Agreement, up to the maximum permitted ownership under the
convertible debenture of 4.99% of our outstanding common stock.

The following information contains a description of each selling
stockholder's relationship to us and how each selling stockholder acquired the
shares to be sold in this offering is detailed below. None of the selling
stockholders have held a position or office, or had any other material
relationship, with our Company:

CORNELL CAPITAL PARTNERS, L.P. is the investor under the Standby Equity
Distribution Agreement and a holder of a convertible debenture issued upon
execution of the Standby Equity Distribution Agreement. Cornell Capital Partners
is a private equity fund. All investment decisions of Cornell Capital Partners
are made by its general partner, Yorkville Advisors, LLC. Mark Angelo, the
managing member of Yorkville Advisors, makes the investment decisions on behalf
of Yorkville Advisors and has voting control over the securities beneficially
owned by Yorkville Advisors, LLC and Cornell Capital Partners. Cornell Capital
Partners acquired all shares being registered in this offering in financing
transactions with us. Those transactions are explained below:

STANDBY EQUITY DISTRIBUTION AGREEMENT. On August 4, 2004, we entered
into a Standby Equity Distribution Agreement with Cornell Capital
Partners, L.P. Pursuant to the Standby Equity Distribution Agreement,
we may, at our discretion, periodically sell to Cornell Capital
Partners shares of common stock for a total purchase price of up to
$5,000,000. Under the Standby Equity Distribution Agreement: (1)
Cornell Capital Partners, L.P. will pay 98% of the lowest closing bid
price of the common stock for the five consecutive trading days
immediately following the notice to advance funds date; and (2) we will
pay Cornell Capital Partners, L.P. 5% of the gross proceeds that we
receive from each advance. This effectively amounts to an approximate
7% discount that Cornell Capital Partners, L.P. will receive on
purchases of our common stock. We are registering in this offering
113,378,685 shares of common stock to be issued under the Standby
Equity Distribution Agreement.

CONVERTIBLE DEBENTURE. Upon execution of the Standby Equity
Distribution Agreement, we paid Cornell Capital Partners a commitment
fee in the amount of $240,000, which was paid by the issuance of a
convertible debenture in the principal amount of $240,000. The
convertible debenture has a term of three years, accrues interest at 5%
and is convertible into our common stock at a price per share of 100%
of the lowest closing bid price on the trading day immediately
preceding the conversion date. We are registering in this offering
5,333,333 shares of common stock underlying the debenture.

NEWBRIDGE SECURITIES CORPORATION. Newbridge Securities Corporation is
an unaffiliated registered broker-dealer that has been retained by us to act as
placement agent for the Standby Equity Distribution Agreement. Mr. Guy S. Amico,
Newbridge Securities Corporation's President, makes the investment decisions on
behalf of Newbridge Securities Corporation and has voting control over the
securities beneficially owned by Newbridge Securities Corporation. For its
services in connection with the Standby Equity Distribution Agreement, Newbridge
Securities Corporation received a fee of 142,858 shares of common stock. These
shares are being registered in this offering.

STANDBY EQUITY DISTRIBUTION AGREEMENT

SUMMARY. On August 4, 2004, we entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P. Before entering into
the Standby Equity Distribution Agreement with Cornell Capital Partners, we
considered private debt financing arrangements with accredited investors. Our
Board of Directors decided that the Standby Equity Distribution Agreement was a
preferable arrangement because we believed Cornell Capital Partners to have a
favorable reputation and because we did not want to burden our financial
position by taking on additional debt.

Pursuant to the Standby Equity Distribution Agreement, we may, at our
discretion, periodically sell to Cornell Capital Partners shares of common stock
for a total purchase price of up to $5,000,000. Under the Standby Equity
Distribution Agreement: (1) Cornell Capital Partners, L.P. will pay 98% of the
lowest closing bid price of the common stock for the five consecutive trading
days immediately following the notice to advance funds date; and (2) we will pay
Cornell Capital Partners, L.P. 5% of the gross proceeds that we receive from
each advance. This effectively amounts to an approximate 7% discount that
Cornell Capital Partners, L.P. will receive on purchases of our common stock. We
are registering in this offering 113,378,685 shares of common stock to be issued
under the Standby Equity Distribution Agreement. Upon execution of the Standby
Equity Distribution Agreement, we paid Cornell Capital Partners a commitment fee
in the amount of $240,000, which was paid by the issuance of a convertible
debenture in the principal amount of $240,000. The convertible debenture has a
term of three years, accrues interest at 5% and is convertible into our common
stock at a price per share of 100% of the lowest closing bid price on the
trading day immediately preceding the conversion date. We are registering in
this offering 5,333,333 shares of common stock underlying the debenture. Cornell
Capital Partners is a private limited partnership whose business operations are
conducted through its general partner, Yorkville Advisors, LLC. We engaged
Newbridge Securities Corporation, a registered broker-dealer, to advise us in
connection with the Standby Equity Distribution Agreement. For its services,
Newbridge Securities Corporation received 142,858 shares of our common stock,
which are being registered in this offering.

STANDBY EQUITY DISTRIBUTION AGREEMENT EXPLAINED. Pursuant to the
Standby Equity Distribution Agreement, we may periodically sell shares of common
stock to Cornell Capital Partners, L.P. to raise capital to fund our working
capital needs. The periodic sale of shares is known as an advance. We may
request an advance every seven trading days. A closing will be held six trading
days after written notice of such a request, at which time we will deliver
shares of common stock and Cornell Capital Partners, L.P. will pay the advance
amount.

We may request advances under the Standby Equity Distribution Agreement
once the underlying shares are registered with the Securities and Exchange
Commission. Thereafter, we may continue to request advances until Cornell
Capital Partners has advanced $5,000,000 or two years after the effective date
of the accompanying registration statement, whichever occurs first.

If any of the following conditions were to occur, Cornell Capital
Partners' obligation to make an advance would permanently terminate:

(a) If the effectiveness of the registration of the shares with the
Securities and Exchange Commission becomes subject to a stop order
or suspension for an aggregate of fifty (50) trading days, other
than due to acts of Cornell Capital Partners and unless the
suspension is caused by the filing of a post-effective amendment to
the registration statement; or

(b) If we materially fail to comply with any of the following
requirements and such failure is not cured within thirty (30) days
after receipt of written notice from Cornell Capital Partners:

(i) We must comply with all terms of the Registration Rights
Agreement, which requires us to register the shares underlying
the Standby Equity Distribution Agreement with the Securities
and Exchange Commission;

(ii) We must maintain our common stock's authorization for
quotation on the Over-The-Counter Bulletin Board;

(iii) We must maintain our common stock's registration under the
Securities Exchange Act of 1934, as amended, and we must
timely file all periodic reports and other documents that must
be filed under the Securities Exchange Act;

(iv) Within two (2) days after each advance notice date, we must
deliver instructions to our stock transfer agent to issue
shares of our common stock free of restrictive legends;

(v) We must preserve and continue our corporate existence;

(vi) We must immediately notify Cornell Capital Partners of any
events that affect the registration statement covering the
shares underlying the Standby Equity Distribution Agreement;

(vii) Within ten (10) days after each calendar quarter has started,
we must notify Cornell Capital Partners in writing our
reasonable expectations as to the dollar amount we intend to
raise through advances under the Standby Equity Distribution
Agreement;

(viii) We are restricted from issuing or selling any equity
securities without consideration or for a consideration per
share less than the bid price of our common stock immediately
before issuance;

(ix) We are restricted from issuing or selling any contracts or
securities granting the holder of such contract or security
the right to acquire shares of our common stock without
consideration or for a consideration per share less than the
bid price of our common stock immediately before issuance;

(x) We are restricted from filing a registration statement on Form
S-8 that registers more than two million (2,000,000) shares of
common stock and in the event that we file a registration
statement on Form S-8 that registers two million (2,000,000)
or fewer shares of common stock, then we must provide Cornell
Capital Partners fifteen (15) business days prior written
notice.

(xi) We cannot effect any merger or consolidation with or into, or
transfer all or substantially all of our assets to, another
entity unless the successor or acquiring entity assumes by
written instrument the obligations under the Standby Equity
Distribution Agreement; and

(xii) The sale of shares under the Standby Equity Distribution
Agreement must be made in compliance with any applicable
securities laws.

The amount of each advance is subject to an aggregate maximum advance
amount of $100,000. The amount available under the Standby Equity Distribution
Agreement is not dependent on the price or volume of our common stock. Cornell
Capital Partners may not own more than 9.9% of our outstanding common stock at
any time. Because Cornell Capital Partners can repeatedly acquire and sell
shares, this limitation does not limit the potential dilutive effect or the
total number of shares that Cornell Capital Partners may receive under the
Standby Equity Distribution Agreement.

We cannot predict the actual number of shares of common stock that will
be issued pursuant to the Standby Equity Distribution Agreement, in part,
because the purchase price of the shares will fluctuate based on prevailing
market conditions and we have not determined the total amount of advances we
intend to draw. Nonetheless, we can estimate the number of shares of our common
stock that will be issued using certain assumptions. For example, we would need
to issue 62,204,301 shares of common stock in order to raise the maximum amount
of $5,000,000 under the Standby Equity Distribution Agreement at a purchase
price of $0.0744.

The following is an example of the amount of shares of our common stock
issuable in connection with an advance of $100,000 under the Standby Equity
Distribution Agreement, based on market prices 25%, 50% and 75% below the
closing bid price as of August 17, 2004 of $0.09. In addition to the 2% discount
that Cornell Capital Partners, L.P. will receive on the purchase price, we will
pay Cornell Capital Partners, L.P. 5% of the gross proceeds that we receive from
each advance. This effectively amounts to an approximate 7% discount that
Cornell Capital Partners, L.P. will receive on purchases of our common stock.

25% $0.0675 $0.0662 $0.0629 1,510,574 7.2%
50% $0.045 $0.0441 $0.0419 2,267,574 10.8%
75% $0.0225 $0.0221 $0.0210 4,524,887 21.6%

*Based upon 20,974,300 shares of common stock outstanding.

We are registering a total of 113,378,685 shares of common stock for
the sale under the Standby Equity Distribution Agreement. The issuance of shares
under the Standby Equity Distribution Agreement may result in a change of
control. If all or a significant block of the shares underlying the Standby
Equity Distribution Agreement are held by one or more stockholders working
together, then such stockholder or stockholders would have enough shares to
assume control of us by electing its or their own directors. This could happen,
for example, if Cornell Capital Partners sold the shares purchased under the
Standby Equity Distribution Agreement to the same purchaser.

Proceeds used under the Standby Equity Distribution Agreement will be
used in the manner set forth in the "Use of Proceeds" section of this
prospectus. We cannot predict the total amount of proceeds to be raised in this
transaction because we have not determined the total amount of the advances we
intend to draw.

We expect to incur expenses of approximately $45,000 consisting
primarily of professional fees incurred in connection with this registration. In
addition, we issued 142,858 shares of common stock to Newbridge Securities
Corporation, a registered broker-dealer, as a placement agent fee.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholders may use any one or more of
the following methods when selling shares:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits the purchaser;

o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately-negotiated transactions;

o short sales that are not violations of the laws and regulations of
any state or the United States;

o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;

o through the writing of options on the shares;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. The selling
stockholders shall have the sole and absolute discretion not to accept any
purchase offer or make any sale of shares if they deem the purchase price to be
unsatisfactory at any particular time.

The selling stockholders may also engage puts, calls and other
transactions in our securities or derivatives of our securities and may sell or
deliver shares in connection with these trades.

The selling stockholders or their respective pledgees, donees,
transferees or other successors in interest, may also sell the shares directly
to market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agents
or to whom they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling stockholder will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price. The
selling stockholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholders. Cornell
Capital Partners is an "underwriter" as that term is defined under the
Securities Exchange Act of 1933,as amended, or the Securities Exchange Act of
1934, as amended, or the rules and regulations of such acts. Further, the other
selling stockholders and any brokers, dealers or agents, upon effecting the sale
of any of the shares offered in this prospectus, may be deemed to be
"underwriters." Accordingly, any commissions received by Cornell Capital
Partners and such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

We are required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
selling stockholders, but excluding brokerage commissions or underwriter
discounts.

The selling stockholders, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. No selling
stockholder has entered into any agreement with a prospective underwriter and
there is no assurance that any such agreement will be entered into.

The selling stockholders may pledge their shares to their brokers under
the margin provisions of customer agreements. If a selling stockholders defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares. The selling stockholders and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations under
such act, including, without limitation, Regulation M. These provisions may
restrict certain activities of, and limit the timing of purchases and sales of
any of the shares by the selling stockholders or any other such person. In the
event that the selling stockholders are deemed affiliated purchasers or
distribution participants within the meaning of Regulation M, then the selling
stockholders will not be permitted to engage in short sales of common stock.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or

exemptions. In regards to short sells, the selling stockholder can only cover
its short position with the securities they receive from us upon conversion. In
addition, if such short sale is deemed to be a stabilizing activity, then the
selling stockholder will not be permitted to engage in a short sale of our
common stock. All of these limitations may affect the marketability of the
shares.

We have agreed to indemnify the selling stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to payments the
selling stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect of such liabilities.

If the selling stockholders notify us that they have a material
arrangement with a broker-dealer for the resale of the common stock, then we
would be required to amend the registration statement of which this prospectus
is a part, and file a prospectus supplement to describe the agreements between
the selling stockholders and the broker-dealer.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is currently quoted on the Over-The-Counter Bulletin
Board under the symbol CNCN. For the periods indicated, the following table sets
forth the high and low bid prices per share of common stock. Our common stock
first began quotation on the Over-The-Counter Bulletin Board during the third
calendar quarter of 2003. The below prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual transactions.

Fiscal 2004 Fiscal 2003
---------------------- ---------------------
COMMON STOCK High Low High Low
- ------------------------------------------------------------------------

First Quarter $0.70 $0.10 --- ---
Second Quarter $0.21 $0.07 --- ---
Third Quarter $0.13 $0.06 $0.35 $0.35
Fourth Quarter --- --- $2.00 $0.35

As of August 24, 2004, our shares of common stock were held by
approximately 162 stockholders of record. The transfer agent of our common stock
is Corporate Stock Transfer, Inc.

DIVIDENDS

We have not previously declared or paid any dividends on our common
stock and we do not anticipate declaring any dividends in the foreseeable
future. There are no restrictions in our articles of incorporation or bylaws
that restrict us from declaring dividends. The Nevada Revised Statutes, however,
do prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

(1) we would not be able to pay our debts as they become due in the
usual course of business; or (2) our total assets would be less that
the sum of our total liabilities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table shows information with respect to each equity
compensation plan under which the Company's common stock is authorized for
issuance as of the fiscal year ended December 31, 2003.

EQUITY COMPENSATION PLAN INFORMATION

- ------------------------------------ ------------------------ ----------------------- ---------------------------
Plan category NUMBER OF SECURITIES WEIGHTED AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE FOR
EXERCISE OF OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, WARRANTS AND RIGHTS EQUITY COMPENSATION PLANS
WARRANTS AND RIGHTS (EXCLUDING SECURITIES
REFLECTED IN COLUMN (A)
- ------------------------------------ ------------------------ ----------------------- ---------------------------
(a) (b) (c)
- ------------------------------------ ------------------------ ----------------------- ---------------------------

EQUITY COMPENSATION PLANS APPROVED
BY SECURITY HOLDERS -0- -0- -0-
- ------------------------------------ ------------------------ ----------------------- ---------------------------

- ------------------------------------ ------------------------ ----------------------- ---------------------------
EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS
-0- -0- -0-
- ------------------------------------ ------------------------ ----------------------- ---------------------------

- ------------------------------------ ------------------------ ----------------------- ---------------------------
TOTAL -0- -0- -0-
- ------------------------------------ ------------------------ ----------------------- ---------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

The information in this registration statement contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. This Act provides a "safe harbor" for forward-looking statements to
encourage companies to provide prospective information about themselves so long
as they identify these statements as forward looking and provide meaningful
cautionary statements identifying important factors that could cause actual
results to differ from the projected results. All statements other than
statements of historical fact made in this registration statement 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. The Company's actual results may differ
significantly from management's expectations.

The following discussion and analysis should be read in conjunction
with the financial statements of CinTel Corp., 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 the management of the
Company.

GENERAL

Founded in 1997, CinTel Co., Ltd., a technology company, introduced
Korea's first dynamic server load balancer, which we believe has now proven to
be a successful product. CinTel's award winning Internet Traffic Management
solutions are marketed to customers around the world, helping them to improve
Internet traffic management, service levels (QOS: Quality of Service), and the
user experience (QOC: Quality of Content). We are a network integration provider
and value-added reseller for various network solutions including a new solid
state disk solution.

We provide a comprehensive line of advanced Internet Traffic Management
solutions that help network operators meet the growing need to manage Web
access, secure content, improve users' experiences, and reduce server loads and
bandwidth demands.

In addition, a joint research effort with IBM on a revolutionary
Digital Video Surveillance system should help expand our market presence. We
believe that investing in Digital Video Surveillance research will develop
highly advanced and competitive systems for tomorrow's Digital Video
Surveillance market.

RECENT EVENTS

On January 5, 2004, we entered into a Distribution Agreement for the
sale of Storage Attached Network (SAN) switches with Seoul Electrons Corp. Seoul
Electrons Corp. appointed us as a non-exclusive reseller in the Republic of
Korea for the sale of Storage Attached Network switches that are manufactured by
Brocade, Inc. and other products that Seoul Electrons Corp. has supply or sales
rights. The term of the Distribution Agreement is for one year and will
automatically renew for an additional one-year period if not terminated by
either party. We also supplied a SAN switching solution to Hyundai Motor Co. in
the amount of $35,000. Seoul Electrons is a specialized storage System
Integration company and one of the largest SAN system integration companies in
Korea. With this alliance, we acquired the right to market Brocade's Silkworm,
one of the top-selling SAN solutions in Korea.

On May 11, 2004, we entered into a Product Resale Agreement with
Curtis, Inc. for the sale of memory disks (solid state disks). Under this
agreement, we were appointed non-exclusive reseller in the Republic of Korea of
Solid State Disks (Memory Disks) that are manufactured by Curtis, Inc.,
excluding products manufactured on the basis of Original Equipment Manufacture
(OEM) relationships and/or Contract Manufacture (CM) relationships with third
parties for products not having the CinTel brand name. The term of the agreement
is for two years and will automatically renew for an additional two years if not
terminated by either party. We expect to expand our System Performance
Improvement (SPI) solutions in memory disks and system performance improvement
consulting to meet the growing market demand for large transaction processing.
The agreement calls for us to receive the exclusive right to sell Curtis'
product line in Korea under the name "SST-V1." In addition, we plan to integrate
our iCache and i2one products with Curtis' product line.

On May 27, 2004, we provided Korea South-East Power Co., Ltd. with its
cache server (iCache 3030) for use at its thermal power plants in Yonghung and
Yondong. The Yonghung and Yondong Thermal Power Plants are Korea South-East
Power's main power plants and supply over 1,925MW of electronic power per year.
They are a vital part of Korea's infrastructure. Prior to the introduction of
our iCache, these power plants suffered from a rise in the number of Internet
users creating traffic bottlenecks on their Internet line.

Memory disks are storage devices designed for the quicker processing
speeds of SRAM, DRAM and SDRAM. They deliver processing rates over 100 times
quicker than existing magnetic hard disks, and are considered the ideal solution
for improved server performance through integration into a server's components.
While competitors' products can only be used as PCI-type storage or as external
memory disks, CinTel's memory disk solution can be used for multiple purposes,
along the same lines as current magnetic disks. The memory disks can be deployed
easily in already installed server systems, and used as SAN storage consisting
of arrays. The SCSI, FC-type memory disk comes in two versions, a 1 inch and 1.6
inch and supports up to a maximum of 18GB. Because a standard disk is also
utilized, automatic backup can be done easily in 10 minutes, regardless of
capacity. The SST-V1-SAN-1T (1TByte) supports 32GB/sec max bandwidth, and can
process data at 400MB/sec (FC Type) per memory disk. In comparison, 10,000RPM
magnetic disks can process data at around 5MB/sec.

On Aug. 11, 2004, we announced that we won the "2004 Korea Emerging
High-Quality Technology Award" for our new business of "Solid-State Disks"
(SST-V1) and our "System Performance Improvement Consulting." The Seoul Economy
Daily, established in 1960, is one of the key economy publications in Korea with
daily circulation of 200,000. The Korea Emerging High-Quality Technology Award
is awarded by the Seoul Economy Daily to contributors who advance the Korean IT
and manufacturing industries. They selected the top business enterprise
companies from approximately 5,000 companies in each industrial category.

Our SST-V1 Solid-State Disk Solution was developed to improve
input/output speed of existing server systems that require higher speeds due to
the ever-evolving complexity of information environments. The SST-V1 improves
system efficiency of customers' sites when used independently or with existing
server systems, at the customers' option.

RESULTS OF OPERATIONS - PERIOD ENDED JUNE 30, 2004 COMPARED TO PERIOD ENDED JUNE
30, 2003

Revenue for the three- and six-month periods ended June 30, 2004 were
$502,700 and $809,496, respectively, compared to $1,278,743 and $2,282,053,
respectively, for the comparable periods ended June 30, 2003. This was a
decrease of 61% and 65%, respectively, for the three and six months ended June
30, 2004 when compared to the same periods of 2003. The significant decrease in
revenue was a result of our major clients' reduced investment activities in
their legacy systems.

Cost of sales for the three and six months ended June 30, 2004 were
$492,159 and 785,180, respectively, compared to $1,210,340 and $2,194,617,
respectively, for the comparable periods ended June 30, 2003. This was a
decrease of 59% and 64%, respectively, for the three and six months ended June
30, 2004 when compared to the three and six months ended June 30, 2003. The
decrease in cost of sales reflect the proportionate decrease in revenue for
these periods.

Research and development expenses for the three and six months ended
June 30, 2004 were $34,375 and $193,149, respectively, compared to $94,554 and
$298,662, respectively for the three and six months ended June 30, 2003. This
was a decrease of 64% and 35%, respectively, for the three and six months ended
June 30, 2004 when compared to the same periods of 2003. The decrease in
research and development expenses is due to limited available cash.

Net loss for the three and six months ended June 30, 2004 was $317,860
($0.02 per share) and $676,165 ($0.03 per share), respectively. For the three
and six months ended June 30, 2003, net loss was $285,812 ($0.02 per share) and
$714,398 ($0.04 per share), respectively. Comparing the three months ended June
30, 2004 to the three months ended June 30, 2003, net loss increased 11%.
Comparing the six months ended June 30, 2004 to the six months ended June 30,
2003, net loss decreased 5%. This is due to significant costs of promotion
events and various bench mark testing activities during these periods.

RESULTS OF OPERATIONS - FISCAL YEARS ENDED DECEMBER 31, 2003 AND 2002

Revenue for the fiscal year ended December 31, 2003, compared to the
fiscal year ended December 31, 2002, decreased by approximately 3% from
$5,476,702 to $5,300,370. The decrease in revenue is a result of the poor
economic conditions in Korea which caused our major clients to reduce investment
activities in their legacy systems.

Cost of sales, however, increased 35% from $3,901,035 in 2002 to
$5,276,542 in 2003. This increase resulted in an operating loss for 2003 of
$1,735,167 compared to an operating loss of $257,764 in 2002. The increase in
cost of sales was a result of more products being sold into the market place
during 2003. However, there was not a corresponding increase in gross sales
because of a poor performing economy in Korea during 2003. The poor economy
forced purchasers into lower end products on which we have a lower markup.

Research and development expenses for the years ended December 31, 2003
and 2002 were $500,887 and $554,183, respectively. Compared to the year ended
December 31, 2002, research and development expenses decreased by 9.6% for the
year ended December 31, 2003. The decrease in research and development expenses
was a result of limited available cash.

Net loss for the year ended December 31, 2003 when compared to the year
ended December 31, 2002 increased significantly by 651% to $1,535,940 ($0.09 per
share) from $204,540 ($0.01 per share). The increased net loss was caused by
significant costs of promotion events and various bench mark testing activities.

TRENDS

The popularity of the Internet has resulted in an increasing number of
users transmitting increasing volumes of data, with the data getting more
complex. The number of web users is expected to increase, as broadband becomes
much more common and widely spread. Increasingly, content providers are
incorporating audio and video into their websites. Consumers are steadily
increasing the duration of online sessions with broadband connections. The end
result of such usage is congestion. The Internet has also evolved into a
platform for many mission-critical applications, such as e-commerce/e-learning
and financial business. In other words, wherever we find the Internet and web,
there will be a market for the Internet Traffic Management solutions and
importance of it will increase more and more. The upside potential for the
Internet Traffic Management industry, specially caching field, over the next two
years is significant and we believe expansion by acquisition is a must in order
to survive this industry, reflecting the current trend of networking technology
that is a merging of technologies into one.

LIQUIDITY

As of June 30, 2004, we had cash and cash equivalents totaling $242,450
and a working capital deficiency of $353,441. Management believes it has the
resources necessary to maintain its current business operations in the short
term. However, during the next twelve months, we plan to focus on new business
enterprises and expanding our global market through mergers. In order to pursue
these plans aggressively, we will need additional investment capital. We have
not decided at this time how this money is to be raised. We anticipate, however,
that it will be through the issuance of capital stock or bonds.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.

DESCRIPTION OF BUSINESS

BACKGROUND

We were incorporated in the State of Nevada on August 16, 1996. Our
initial business focus was to develop a 3D animation and digital effects studio
that would provide high-end 3D animation and digital effects to the music video
industry.

On September 30, 2003, we entered into a definitive Share Exchange
Agreement with CinTel Co., Ltd., a Korean corporation ("CinTel Korea") and the
shareholders of CinTel Korea. Pursuant to the Share Exchange Agreement, we
acquired 100% of the issued and outstanding capital stock of CinTel Korea in
exchange for 16,683,300 shares of our common stock. CinTel Korea was founded in
1997 and has provided various Internet Traffic Management solutions to
businesses and consumers. All of our business operations are now comprised of
developing, manufacturing and distributing Internet Traffic Management solutions
to businesses and consumers in order to manage and control high traffic web
sites.

CinTel Korea introduced Korea's first dynamic server load balancer, and
has marketed Internet Traffic Management products since its inception, such as
PacketCurz(TM) iCache, i2one, and Proximator. The Internet Traffic Management
solutions are marketed to customers around the world, helping them improve
Internet traffic management, service levels (QOS: Quality of Service), and the
user experience (QOC: Quality of Content).

PRINCIPAL PRODUCTS

We produce various products for Web Caching (PacketCruz(TM) iCache),
Cyber APT (PacketCruz(TM) i2one), and Content Delivery Network (PacketCruz(TM)
Proximator). All of these products are called Internet Traffic Management
solutions.

PacketCruz(TM) iCache

PacketCruz(TM) iCache is a high performance Internet caching system for
accelerated content delivery. iCache is used by businesses, ISPs, educational
institutions, and other organizations to manage and control web traffic growth,
while accelerating the delivery of content to users. iCache is specifically
designed to improve the performance, scalability, security, portability,
security, and manageability of high-traffic web sites. PacketCruz(TM) iCache has
advantages in I/O and file management, and algorithms that learn and search
better with increased usage. iCache provides technologies for massive connection
management, mass object storing, and retrieving. We build our own cache object
file systems based on these technologies. iCache can maintain up to 50,000
concurrent connections and support about 4,000 req/sec.

PacketCruz(TM) iCache is our primary product and was the top performing
solution in the prestigious 3rd and 4th annual Cache-offs, a US event hosted by
The Measurement-Factory, a worldwide cache benchmark (Polygraph) organization.
(http://www.measurement-factory.com/results/public/cacheoff/N04)

PacketCruz(TM) i2one

PacketCruz(TM) i2one is an automatic network management solution for
small and medium-sized networks. As high-speed Internet service becomes
commonplace, there will be needs for remote monitoring by administrators in
places like cyber apartments, small and medium-sized hotels/companies, and
public places. Our packet control technology for the control of a user's packet
includes packet capturing, real-time packet analysis, packet injection and ARP
masquerading. This packet control technology can be used in the form of gateway
or stand-alone.

PacketCruz(TM) Proximator

Contents Delivery Network (CDN) refers to a distributed system where
copies of contents are physically stored in a large scale of the Intranet or the
Internet network as a cache. A CDN solution strategically distributes content
servers or cache servers in multiple data centers in geographically dispersed
areas in order to deliver the content from the server closest to the end user in
the network, resulting in much faster contents access. The main purpose for CDN
is to minimize network delay for service delivery.

Traditional Internet infrastructure faces a challenge in providing a
quality and reliable service for growing rich media content such as streaming
audio and video. CDN strategically distributes content servers or cache servers
in multiple data centers in geographically dispersed areas in order to deliver
the content from the server closest to end user in the network. PacketCruz(TM)
Proximator is a family of products developed for constructing a CDN in ISPs in
the most efficient and cost-effective way. PacketCruz(TM) Proximator provides a
complete set of CDN functionalities including content routing, distribution and
management for delivering the content to the user in a reliable and efficient
way.

PRODUCT RESALE AGREEMENTS

On January 1, 2004, we entered into a Reseller Agreement with NEOframe
Inc., for the sale of products in the Republic of Korea that are manufactured
and marketed by NEOframe and the products that are manufactured by third party
companies for which NEOframe has supply or sales rights. The term of the
Reseller Agreement is from January 1, 2004 until December 31, 2004 and will
automatically renew for successive one-year periods unless either party shall
give to the other party at least thirty days prior written notice of its
intention not to extend the agreement.

TECHNICAL SERVICES AGREEMENT WITH IBM CORPORATION

On January 30, 2004, we entered into a Technical Services Agreement
with International Business Machines Corporation to help the company develop its
Digital Video Surveillance System. IBM is helping us define a specification for
a video capture card for a solution which will include advanced "smart" digital
video surveillance capabilities. IBM is required to assign a project coordinator
and related engineering and technical resources to work with our technical team
and assist us to:

o Define and document the requirements for designing and building a
Multi Chip Digital Video Surveillance card;

o Define the hardware and software architecture of a multi chip
solution;

o Deliver a high level system architecture document; and

o Define and deliver the scope of a second project in the form of a
detailed proposal.

In consideration for the above services, we agreed to pay to IBM
$160,000. We are also required to assign a project coordinator and related
engineering and technical resources to IBM to work with IBM's technical team. We
are also required to provide IBM with timely acknowledgement and acceptance of
the services when performed. We have agreed to make resources available to
assist IBM in the performance of Services, as required for the following:

o Define detailed requirements including major hardware and software
functional components;

o Specify levels of industry standard architectures and specifications
to be complied with;

o Identify environmental and safety specifications that govern the
final product;

o Define power specifications including tolerances;

o Provide access to technical resources; and

o Provide access to our facilities.

The Technical Services Agreement is for a term of four months and by
its terms expired on April 30, 2004. However, the development project with IBM
is still ongoing and has not terminated.

PACKETCRUZ(TM) INETKEEPER

We are also developing what we have named the PacketCruz(TM)
iNetKeeper. In Korea, Cyber Apartment has become popular. The residence of Cyber
Apartment enjoys various services such as home network, Internet banking, home
security, news, medical counsel, real estate information, local community
service, etc. PacketCruz(TM) iNetKeeper is an upgraded model of PacketCruz(TM)
i2one and an exclusive Internet gateway solution providing all features for the
needs of Cyber Apartment. The followings are the main features of PacketCruz(TM)
iNetKeeper.

- Transparent/Directory base User Authentication Service
- Traffic Analysis/Homepage Redirection
- IP Address Management
- Enhanced DHCP Server
- NAT
- Firewall
- Network Monitoring
- Integrated Management

MARKETS

As enterprise applications transform from mainframe and client/server
applications into web-based applications, the demand for improved performance
made possible by web caching systems increases. The explosion in multimedia
enriched content available online is also driving this need.

Audio, images and video represent an increasingly larger share of
Internet traffic. Numerous radio and television stations broadcast live on the
Web. Special events, such as sports games, concerts or fashion shows, are
Web-cast directly by the event organizers without going through the traditional
broadcasting channels. Entire movies are becoming available for download from
video-on-demand providers. In addition to the news and entertainment spaces, the
role of Internet audio and video in business and education markets is also
rapidly growing.

Web-based data on the Internet is increasing at a rate beyond the
ability of bandwidth extension to solve the performance problems created by the
sheer volume of data. Web caching technology can solve the performance problem,
but this technology must also solve the scalability, security, and manageability
of high-traffic Web sites.

When caching solutions were developed for the first time five years
ago, the target market seemed to be limited to Internet Service Providers
(ISPs). However, with the growth of the Internet, the needs for web cache is
everywhere there is a web presence, such as business, financial institutions,
and governmental agencies. We believe that this phenomenon will be accelerated
much more in 2004 through 2007, as the Internet become a daily life necessity.

The target market for CinTel's PacketCruz(TM) product family is
business, government, university, contents provider, service provider, ISP, CDN,
IDC, etc. They each encounter various forms of performance problems. Our
PacketCruz(TM) product family can make their networks faster, and give them
scalability, security, and manageability. Current users of our PacketCruz(TM)
family of products include without limitation Korea's Ministry of Government
Administration and Home Affairs', Education web. Samsung Electronics Corp., KT
Corp., KEPCO, SK Telecom, KTF, LG TeleCom, and Hana Bank

DISTRIBUTION METHODS

We distribute our products in two ways: direct sale and joint sale with
global and local distributors.

In direct sales, we have two sales teams. First, our Government &
Education Sales Team is responsible for government and education markets. The
second is Carrier & SP sales team. This team sells to businesses, content
providers (CPs), Internet service providers (ISP), CDN service providers, and
Internet data centers (IDCs).

Joint sales with global and domestic distributors is accomplished in
cooperation with sales partners, through which we maximize our domestic and
global sales opportunities. The sales partners are also called "distributors."
Each of them works within their professional field and obtains helps distribute
our products.

We currently operate five domestic distributors and have plans to
increase to over ten. With respect to global distributors, it is our policy to
find promising companies or agencies and grant them the right to sell our
products. Since its inception, Cintel Korea has focused on Japan and South Asia
and operates three global distributors as of March 2004.

We also recognize the importance of the North American and the European
markets. Accordingly, we located our head office in the U.S. in November 2003,
and plan to begin expanding our marketing efforts into Europe by the end of
2004.

Our Domestic and Global Distributors

NAME OF DISTRIBUTOR URL AREA OF DISTRIBUTION
- --------------------- --------------------- --------------------
1. DOMESTIC
- -----------------------
Gigalink Co., Ltd.. . . www.gigalink.co.kr Korea
- ----------------------- --------------------- --------------------
Locus Co., Ltd. . . . . www.locus.com Korea
- ----------------------- --------------------- --------------------
SNETsystems Co. . . . . www.snetsystems.co.kr Korea
- ----------------------- --------------------- --------------------
i-Craft co., ltd. . . . www.icraft21.com Korea
- ----------------------- --------------------- --------------------
2. OVERSEAS
- -----------------------
Singapore &
Suntze Communications the Peoples Republic
Engineering Pte., Ltd. www.suntze.com.sg of China
- ----------------------- --------------------- --------------------
Canon System Solutions
Co., Ltd (f/k/a
Sumimoto Metal System
Solutions Co. Ltd. . . www.canon-sol.co.jp Japan
- ----------------------- --------------------- --------------------
Rikei Corporation . . . www.rikei.co.jp Japan
- ----------------------- --------------------- --------------------
NetSys Pte., Ltd. . . . www.netsys.com.sg Singapore
- ----------------------- --------------------- --------------------

On December 1, 2000, we entered into an Agency Agreement with Gigalink
Co., Ltd., whereby Gigalink Co. agreed to become a non-exclusive distributor in
the Republic of Korea for the sale of products in the iCache Series that are
manufactured by us, excluding products manufactured on the basis of Original
Equipment Manufacture (OEM) relationships and/or Contract Manufacture (CM)
relationships with third parties for products not having the CinTel brand name.
The term of this agreement is from January 1, 2001 until December 31, 2001 and
is automatically extended for successive one-year periods unless either party
gives at least thirty days prior written notice of its intention not to extend
the agreement.

On August 1, 2001, we entered into a Distribution Agreement with Locus
Co., Ltd., whereby Locus Co. agreed to become a non-exclusive distributor in the
Republic of Korea for the sale of products in the iCache Series that are
manufactured by us, excluding products manufactured on the basis of Original
Equipment Manufacture (OEM) relationships and/or Contract Manufacture (CM)
relationships with third parties for products not having the CinTel brand name.
The term of this Distribution Agreement is from October 1, 2001 until July 31,
2002 and is automatically extended for successive one-year periods unless either
party gives at least thirty days prior written notice of its intention not to
extend the agreement.

On October 30, 2001, we entered into a Distribution Agreement with
SNETsystems Co., whereby SNETsystems Co. agreed to become a non-exclusive
distributor in the Republic of Korea for the sale of products in the iCache
Series that are manufactured by us, excluding products manufactured on the basis
of Original Equipment Manufacture (OEM) relationships and/or Contract
Manufacture (CM) relationships with third parties for products not having the
CinTel brand name. The term of this Distribution Agreement is from October 26,
2001 until October 25, 2002 and is automatically extended for successive
one-year periods unless either party gives at least fifteen days prior written
notice of its intention not to extend the agreement.

On November 1, 2001, we entered into a Distribution Agreement with
i-Craft Co., Ltd., whereby i-Craft Co. agreed to become a non-exclusive
distributor in the Republic of Korea for the sale of products in the iCache
Series that are manufactured by us, excluding products manufactured on the basis
of Original Equipment Manufacture (OEM) relationships and/or Contract
Manufacture (CM) relationships with third parties for products not having the
CinTel brand name. The term of this Distribution Agreement is from November 1,
2001 until October 30, 2002 and is automatically extended for successive
one-year periods unless either party gives at least thirty days prior written
notice of its intention not to extend the agreement.

On April 26, 2002, we entered into a Distribution Agreement with Suntze
Communications Engineering Pte., Ltd., whereby Suntze Communications agreed to
become a non-exclusive distributor in Singapore and the People's Republic of
China for the sale of products in the iCache Series that are manufactured by us,
excluding products manufactured on the basis of Original Equipment Manufacture
(OEM) relationships and/or Contract Manufacture (CM) relationships with third
parties for products not having the CinTel brand name. Under this Distribution
Agreement, we agreed to supply Suntze Communications with products upon orders
being placed at least three months in advance. Before the three months prior to
the end of each calendar year, Suntze Communications is required to provide us
with an annual forecast covering the next twelve month period. The prices of
products are subject to mutual agreement by both parties from time to time
during the term of the Distribution Agreement. The term of this Distribution
Agreement is from April 26, 2002 until April 26, 2004 and is automatically
extended for successive one-year periods unless either party gives at least
thirty days prior written notice of its intention not to extend the agreement.

On May 24, 2002, we entered into a Distribution Agreement with Sumitomo
Metal System Solutions Co., Ltd. (n/k/a Canon System Solutions Co., Ltd.),
whereby Canon System Solutions agreed to become a non-exclusive distributor in
Japan for the sale of products in the iCache Series that are manufactured by us,
excluding products manufactured on the basis of Original Equipment Manufacture
(OEM) relationships and/or Contract Manufacture (CM) relationships with third
parties for products not having the CinTel brand name. Under this Distribution
Agreement, we agreed to supply Canon System Solutions with products upon orders
being placed at least three months in advance. Before the three months prior to
the end of each calendar year, Canon System Solutions is required to provide us
with an annual forecast covering the next twelve month period. The term of this
Distribution Agreement is from May 24, 2002 until May 24, 2004 and is
automatically extended for another two years unless either party gives at least
thirty days prior written notice of its intention not to extend the agreement.

On May 23, 2001, we entered into a Distribution Agreement with Rikei
Corporation, whereby Rikei Corporation agreed to become a non-exclusive
distributor in Japan for the sale of products in the iCache Series that are
manufactured by us, excluding products manufactured on the basis of Original
Equipment Manufacture (OEM) relationships and/or Contract Manufacture (CM)
relationships with third parties for products not having the CinTel brand name.
Under this Distribution Agreement, we agreed to supply Rikei Corporation with
products upon orders being placed at least three months in advance. Before the
three months prior to the end of each calendar year, Rikei Corporation is
required to provide us with an annual forecast covering the next twelve month
period. The term of this Distribution Agreement is from May 23, 2001 until May
23, 2003 and is automatically extended for another two years unless either party
gives at least thirty days prior written notice of its intention not to extend
the agreement.

On July 30, 2001, we entered into a Distribution Agreement with NetSys
Pte, Ltd., whereby NetSys agreed to become a non-exclusive distributor in
Singapore and the People's Republic of China for the sale of products in the
iCache Series that are manufactured by us, excluding products manufactured on
the basis of Original Equipment Manufacture (OEM) relationships and/or Contract
Manufacture (CM) relationships with third parties for products not having the
CinTel brand name. Under this Distribution Agreement, we agreed to supply NetSys
with products upon orders being placed at least three months in advance. Before
the three months prior to the end of each calendar year, NetSys is required to
provide us with an annual forecast covering the next twelve month period. The
term of this Distribution Agreement is from July 30, 2001 until July 30, 2002
and is automatically extended for successive one-year periods unless either
party gives at least thirty days prior written notice of its intention not to
extend the agreement.

COMPETITION

While no accurate statistical data exists for the Internet Traffic
Management market in Korea, we believe we are a leader in the industry in Korea,
as demonstrated by the various awards that our products have received. There are
two different types of content caching technologies: first, pure software
systems on general-purpose hardware; and second, dedicated appliances with
specialized software and file systems. The former group consists of products
from companies like Inktomi, Volera, Microsoft and Netscape. In the appliance
category, the leaders are Network Appliance, Bluecoat, and Cisco. We have been
able to compete with these companies through our competitive product features,
price, and customer service.

We also operate our own Research & Development Team and Technical
Support Team. The R&D Team develops the features and hardware architecture, and
the Technical Support Team selects the most proper parts for the best
performance. We then order mass production from KTNF (www.ktnf.co.kr), a
recognized hardware manufacturing company. On January 30, 2004, we entered into
a

INTELLECTUAL PROPERTY

We have three registered patents, three registered trademarks and one
registered service mark with the Korean Intellectual Property Office. We also
have three pending patent applications with the Korean Intellectual Property
Office.

Registered Patents:

(1) "Load Balancer and Content Routing Method by Load Balancer" (Reg.
No.: 268838) valid through Nov. 7, 2018

(2) "Apparatus and Method for video alarm using wireless
telecommunication network" (Reg. No.: 369426) valid through Mar. 11,
2022

(3) "System and Method for high availability network" (Reg. No.: 383490)
valid through May. 17, 2020

Pending Patent Applications:

(1) "Method and System for centralized Internet contents translation and
delivery" (Appln. No.: 10-2002-0013646)

(2) "Operating system and method for pull-typed contents delivery
network" (Appln. No.: 10-2002-0013647)

(3) "Network connection control system and method of network-connected
node at LAN" (Appln. No.: 10-2003-0066010)

Registered Trademarks:

(1) "i2one" - logo (Reg. No.: 525665) valid through Jul. 18, 2012

(2) "PacketCruz" - logo (Reg. No.: 470393) valid through May. 19, 2010

(3) "PeerTree Connect The Web" - logo (Reg. No.: 552597) valid through
Jul. 1, 2013

Registered Service Mark:

(1) "CinTel Crusader in Telecommunication" - logo (Reg. No.: 68920)
valid through Jun. 22, 2011

GOVERNMENTAL APPROVALS

We are subject to local and global government rules and regulations
that affect business generally. Neither Korea nor the governments in which we
market our products specifically regulate the Internet Traffic Management
solutions markets. Certain government approvals, however, can be helpful and/or
necessary in order to access certain government markets.

We have been granted the following governmental approvals:

(1) Nov. 1997: Granted as a company for exemption of the military
service on the R/D researchers (Electrical/Electronics area) by
Ministry of Information and Communication

(2) March 2000: Acquisition of the KT Mark (new business made in Korea)
with PacketCruz Redirector, network server clustering technology
through dispersion of IP level packet by Ministry of Science &
Technology

(3) April 2001: Registered as Korea first Public Procurement Service for
an excellent product (All models of PacketCruz iCache) by Public
Procurement Service

(4) May 2003: Registered as a member of Korea Software Industry
Association (KOSA) authorized by Ministry of Information and
Communication.

PRODUCT AND BUSINESS AWARDS

We have been granted various awards and prizes for our products and for
our business development. The following are a list of our awards to date:

(1) April 1999: Selected as a small and medium-sized company with
promising export capabilities by Small Business Corporation

(2) Dec. 2001: Won the Grand Prize of the Dream Venture Award by Korea
Technology Guarantee Fund, Korea management Association

(3) Dec. 2001: Selected as a superior technology company by Korea
Technology Credit Guarantee

(4) April 2002: Chosen as an excellent company in technological
innovation by Seoul Economic Daily

(5) July 2002: Received an 'A' rating from Federation of Korean
Industries Venture company by The Foundations of Korean Industries

(6) Aug. 2002: Certified ISO-9001 approval for Design and Services of
Information Communication Equipment, Internet Traffic Management by
International Organization for Standardization

(7) Dec. 2002: Awarded the Grand Prize of International Industrial
Co-operation by The Foundations of Korean Industries and Maeil
Economic Daily

(8) Feb. 2003: Appointed as Excellent Venture Company by Seoul Economic
Daily in Korea

(9) July 2003: Awarded 2003 Korea High-Quality Emerging Technology Prize
by Seoul Economic Daily

(10) Nov. 2003: Awarded the Prime Minister Prize in 2003 Digital
Innovation Awards by Korea Times and Hankook Ilbo

(11) Aug. 2004: Awarded the 2004 Korea Emerging High-Quality Technology
Award for our new business of Solid-State Disks (SST-V1) and our
System Performance Improvement Consulting.

EMPLOYEES

We currently employ 30 full time employees and no part time employees.
We believe that our relations with our employees are good

DESCRIPTION OF PROPERTY

We maintain two offices and have lease agreements with respect to each
office. Our U.S. office is located in 1001 W. Cheltenham Ave., Melrose Park, PA,
19027. We sublet the U.S. office for a term of one year, which expires on
January 31, 2005. The sublease agreement for the U.S. office requires that we
issue 5,000 shares of our common stock as payment of rent. Our Asia Pacific
office is located in #891-43, MSA Bldg 7FL., Daechi-Dong, Gangnam-Gu, Seoul,
Korea 135-280. The lease agreement for the Asia Pacific office is for a term of
two years and expires in June 2006. Our monthly lease payment for the Asia
Pacific office is $9,700 (including 10% VAT). We do not own any real property.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property
the subject of a pending legal proceeding, that is not in the ordinary course of
business or otherwise material to the financial condition of our business

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the members of our Board of
Directors and our executive officers and the positions held by each.

--------------------------------------------------------------------------------
NAME AGE POSITION
--------------------------------------------------------------------------------

Sang Don Kim 37 President, Chief Executive Officer and
Director
--------------------------------------------------------------------------------
Kyo Jin Kang 38 Chief Financial Officer, Chief Operating
Officer and Principal Accounting Officer
--------------------------------------------------------------------------------
Jong Kook Moon 42 Secretary and Treasurer
--------------------------------------------------------------------------------

SANG DON KIM, PRESIDENT CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr. Kim
has been President, Chief Executive Officer and the sole Director of CinTel
Korea since July 1997 and has held the same positions with Cintel Corp. since
September 30, 2003. From July 1994 through July 1996, Mr. Kim was the manager of
strategic accounts and sales OEM of Hyundai SemiConductor. Mr. Kim is also the
administrative director of Dosan Academy, the director of alumni association of
IT College, Korea University, and an organizing member of Korea Digital Contents
Leaders Forum by Korea IT Industry Promotion Agency.

KYO JIN KANG, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER AND
PRINCIPAL ACCOUNTING OFFICER. Mr. Kang has been Chief Financial Officer, Chief
Operating Officer and Principal Accounting Officer of CinTel Korea since June
2002 and has held the same positions with Cintel Corp. since September 30, 2003.
From March 2001 to June 2002, Mr. Kang was the Chief Financial Officer of Barun
Electronics Company. From November 1992 to March 2001, he worked for Korea
Development Leasing Corporation (KDLC), the largest leasing company in Korea and
a joint venture partner with Korea Long-term Credit Bank (currently, Kookmin
Bank), ORIX in Japan, and IFC. During his employment KDLC, his positions
included, senior manager of the CRC Task Force Team, assistant manager over the
non-performing loan management team, assistant manager over the futures task
force team, and officer in the small and medium size firm lease marketing team
and an officer in the treasury department.

JONG KOOK MOON, SECRETARY AND TREASURER. Mr. Moon has been Secretary
and Treasurer of Cintel Corp. since October 10, 2003. From April 2000 to the
present Mr. Moon has been and is an attorney at law with the IBC Law Group,
Seoul, Korea. From March 1999 to the present, Jong Kook Moon has also worked for
Sookmyung Woman's University in Seoul, Korea as a Special Professor of
International Trade Law. From September 1999 through June 2000, Mr. Moon worked
for SK Global Co., Ltd., Seoul, Korea; from July 1998 through September 1999,
with KOTRA (Korea Investment Service Center), Seoul, Korea; and from September
1996 through February 1998, with Kaye, Scholer, Fierman, Hays & Handler, in New
York and Washington, D.C.

All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. We do not compensate our
directors. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.

No director, Officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been convicted in or been
the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.

AUDIT COMMITTEE

We do not have a separately designated standing audit committee, or a
committee performing similar functions. We also do not have an audit committee
financial expert, as that term is defined in Item 401 of Regulation S-B.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the total
compensation that we have paid or that has accrued on behalf of our chief
executive officer and other executive officers with annual compensation
exceeding $100,000 during the fiscal years ending December 31, 2003 and 2002.

LONG-TERM
COMPENSATION
-------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ------------------------------ ------------
RESTRICTED SECURITIES ALL
OTHER
ANNUAL UNDER-LYING OTHER
NAME AND COMPEN- STOCK AWARD(S) OPTIONS/ LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) ($) SARS (#) PAYOUTS ($) SATION ($)
- -------------------------- ---------- ------------- ---------- ------------ ----------------- ------------ ------------ -----------

Sang Don Kim 2003 $50,000 -0- -0- -0- -0- -0- -0-
2002 $50,000 -0- -0- -0- -0- -0- -0-
2001 $30,000 -0- -0- -0- -0- -0- -0-

COMPENSATION OF DIRECTORS AND OFFICERS

To date, we have not adopted a bonus, profit sharing, or deferred
compensation plan for the benefit of our employees, officers or directors. We
have not paid any salaries or other compensation above $100,000 to our officers,
directors or employees since inception.

EXECUTIVE EMPLOYMENT AGREEMENTS

To date, we have not entered into any employment agreements with our
executive officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not entered into any transaction during the last two years and
we have not proposed any transaction to which we were or are to be a party, in
which any of the following persons had or is to have a direct or indirect
material interest:

- Any director or executive officer of Cintel Corp.;

- Any nominee for election as a director;

- Any security holder named in the "Security Ownership of Certain
Beneficial Owners and Management" section below; and

- Any member of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any such person.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of our common stock as of August 13, 2004. The information in this
table provides the ownership information for:

o each person known by us to be the beneficial owner of more than 5%
of our common stock;

o each of our directors;

o each of our executive officers; and

o our executive officers and directors as a group.

Beneficial ownership has been determined in accordance with the rules
and regulations of the SEC and includes voting or investment power with respect
to the shares. Unless otherwise indicated, the persons named in the table below
have sole voting and investment power with respect to the number of shares
indicated as beneficially owned by them.

Percentage of Percentage of
Common Stock Common Stock Common Stock
Name of Beneficial Owner Beneficially Owned (1) Before Offering (1) After Offering (2)
--------------------------------------- ------------------------- ------------------------ ----------------------

Sang Don Kim 4,655,280 22.2% 9.5%
Dongbu CentryVill, Apt. 101-2302
Ichon 1-dong
Yongsan-gu, Seoul, Korea

KTB Network Co., Ltd. (3) 4,305,570 20.5% 8.8%
KTB Networks B/D
826-14, Yeoksam-dong
Kangnam-gu, Seoul, Korea

KB Investment Co., Ltd. (4) 1,490,400 7.1% 3.0%
9F, Sinyeogn B/D
68-5, Chungdam-dong
Kangnam-gu, Seoul, Korea

All Directors and Executive Officers 4,655,280 22.2% 9.5%
as a Group (1 person)
--------------------------------------- ------------------------- ------------------------ ----------------------

(1) Applicable percentage ownership is based on 20,974,300 shares of common
stock outstanding as of August 13, 2004, together with securities
exercisable or convertible into shares of common stock within 60 days of
August 13, 2004 for each stockholder. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities.
Shares of common stock that are currently exercisable or exercisable
within 60 days of August 13, 2004 are deemed to be beneficially owned by
the person holding such securities for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person.

(2) Based on 49,000,000 shares of common stock outstanding.

(3) KTB Network Co., Ltd. is a publicly listed company on the KOSDAQ. Mr.
Kwon, Sung Moon, the President and Chief Executive Officer of KTB Network
Co., Ltd., has investment and voting control over the securities
beneficially owned by KTB Network Co., Ltd.

(4) KB Investment Co., Ltd. is owned by Kookmin Bank in Korea. Mr. Cho, Seung
Hyun, the President and Chief Executive Officer of KB Investment Co.,
Ltd., has investment and voting control over the securities beneficially
owned by KB Investment Co., Ltd.

DESCRIPTION OF SECURITIES

The following description of our capital stock is a summary and is
qualified in its entirety by the provisions of our Articles of Incorporation,
with amendments, all of which have been filed as exhibits to our registration
statement of which this prospectus is a part.

DIVIDEND POLICY

(1) we would not be able to pay our debts as they become due in the
usual course of business; or

(2) our total assets would be less that the sum of our total
liabilities.

Our Board of Directors has no present intention of declaring any cash
dividends, as we expect to re-invest all profits in the business for additional
working capital for continuity and growth. The future declaration and payment of
dividends will be determined by our Board of Directors after considering the
conditions then existing, including the our earnings, financial condition,
capital requirements, and other factors.

CAPITAL STRUCTURE

Our authorized capital consists of 300,000,000 shares of common stock,
par value $.001 per share and no shares of preferred stock. As of August 13,
2004, we had 20,974,300 shares of common stock outstanding. Stockholders: (i)
have general ratable rights to dividends from funds legally available therefor,
when, as and if declared by the Board of Directors; (ii) are entitled to share
ratably in all assets of the Company available for distribution to stockholders
upon liquidation, dissolution or winding up of the affairs of the Company; (iii)
do not have preemptive, subscription or conversion rights, nor are there any
redemption or sinking fund provisions applicable thereto; and (iv) are entitled
to one vote per share on all matters on which stockholders may vote at all
shareholder meetings. The common stock does not have cumulative voting rights,
which means that the holders of more than fifty percent of the common stock
voting for election of directors can elect one hundred percent of the directors
of the Company if they choose to do so.

STANDBY EQUITY DISTRIBUTION FINANCING

On August 4, 2004, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P. Pursuant to the Standby Equity
Distribution Agreement, we may, at our discretion, periodically sell to Cornell
Capital Partners shares of common stock for a total purchase price of up to
$5,000,000. Under the Standby Equity Distribution Agreement: (1) Cornell Capital
Partners, L.P. will pay 98% of the lowest closing bid price of the common stock
for the five consecutive trading days immediately following the notice to
advance funds date; and (2) we will pay Cornell Capital Partners, L.P. 5% of the
gross proceeds that we receive from each advance. This effectively amounts to an
approximate 7% discount that Cornell Capital Partners, L.P. will receive on
purchases of our common stock. We are registering in this offering 113,378,685
shares of common stock to be issued under the Standby Equity Distribution
Agreement. Upon execution of the Standby Equity Distribution Agreement, we paid
Cornell Capital Partners a commitment fee in the amount of $240,000, which was
paid by the issuance of a convertible debenture in the principal amount of
$240,000. The convertible debenture has a term of three years, accrues interest
at 5% and is convertible into our common stock at a price per share of 100% of
the lowest closing bid price on the trading day immediately preceding the
conversion date. We are registering in this offering 5,333,333 shares of common
stock underlying the debenture. Cornell Capital Partners is a private limited
partnership whose business operations are conducted through its general partner,
Yorkville Advisors, LLC. We engaged Newbridge Securities Corporation, a
registered broker-dealer, to advise us in connection with the Standby Equity
Distribution Agreement. For its services, Newbridge Securities Corporation
received 142,858 shares of our common stock, which are being registered in this
offering.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws require that we indemnify and hold harmless our officers and
directors who are made a party to or threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director of officer of CinTel Corp. to the fullest extent permitted under
Chapter 78 of the Nevada Revised Statutes, as amended.

The State of Nevada permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:

(a) The person conducted himself or herself in good faith;

(b) The person reasonably believed:

(1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's
best interests; and

(2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests.

(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe that his or her conduct was unlawful.

The indemnification discussed herein is not exclusive of any other
rights to which those indemnified may be entitled under the Articles of
Incorporation, any Bylaws, agreement, vote of stockholders, or otherwise, and
any procedure provided for by any of the foregoing, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of heirs, executors,
and administrators of such a person.

the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

LEGAL MATTERS

The validity of the shares of common stock being offered hereby will be
passed upon for us by Sichenzia Ross Friedman Ference LLP, New York, New York.

EXPERTS

Our financial statements at December 31, 2003 and 2002, appearing in
this prospectus and registration statement have been audited by SF Partnership,
LLP, independent certified public accountants, as set forth on their report
thereon appearing elsewhere in this prospectus, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the
Securities Act of 1933, as amended, relating to the shares of common stock being
offered by this prospectus, and reference is made to such registration
statement. This prospectus constitutes the prospectus of CinTel Corp., filed as
part of the registration statement, and it does not contain all information in
the registration statement, as certain portions have been omitted in accordance
with the rules and regulations of the Securities and Exchange Commission.

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, which requires us to file reports, proxy
statements and other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information may be inspected by public
reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Because we file documents
electronically with the SEC, you may obtain this information by visiting the
SEC's Internet website at http://www.sec.gov.

CINTEL CORP.

INDEX TO FINANCIAL STATEMENTS

PAGE
PERIODS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)

Consolidated Balance Sheets F-1
Consolidated Statement of Operations F-2
Consolidated Statement of Changes in Stockholders' Equity F-4
Consolidated Schedule of Expenses F-5
Consolidated Statement of Cash Flows F-7
Notes to Financial Statements F-8

YEARS ENDED DECEMBER 31, 2003 AND 2002 (AUDITED)

Independent Auditors' Report F-15
Consolidated Balance Sheets F-16
Consolidated Statement of Operations F-17
Consolidated Statement of Changes in Stockholders' Equity F-18
Consolidated Schedule of Expenses F-19
Consolidated Statement of Cash Flows F-20
Notes to Financial Statements F-21

CINTEL CORP.
Consolidated Balance Sheets
June 30, 2004 and 2003
2004 2003

2004 2003

ASSETS
CURRENT
Cash and cash equivalents (note 3) $ 242,450 $ 522,080
Accounts receivable. . . . . . . . 1,301,587 2,591,404
Inventory. . . . . . . . . . . . . 217,259 170,160
Prepaid and sundry assets. . . . . 81,160 339,739
Loans receivable . . . . . . . . . 8,251 757
Deferred taxes . . . . . . . . . . 121,288 61,894
-------------------------
1,971,995 3,686,034
DEFERRED TAXES . . . . . . . . . . 527,419 305,882
EQUIPMENT (note 4) . . . . . . . . 595,901 744,681
INVESTMENTS. . . . . . . . . . . . 43,654 42,285
-------------------------
$ 3,138,969 $ 4,778,882
=========================
LIABILITIES
CURRENT
Accounts payable . . . . . . . . . $ 958,258 $ 1,331,015
Loans payable - current (note 5) . 1,367,178 1,167,834
-------------------------
2,325,436 2,498,849
LOANS PAYABLE (note 5) . . . . . . 51,492 46,802
-------------------------
2,376,928 2,545,651

STOCKHOLDERS' EQUITY
CAPITAL STOCK (note 6) . . . . . . 20,314 8,431
PAID IN CAPITAL. . . . . . . . . . 4,427,330 4,511,117
ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS). . . . . . . . . . 8,438 (89,983)
ACCUMULATED DEFICIT. . . . . . . . (3,694,041) (2,196,334)
-------------------------
762,041 2,233,231
-------------------------
$ 3,138,969 $ 4,778,882
=========================

APPROVED ON BEHALF OF THE BOARD

"SANG DON KIM" "KYO JIN KANG"
- ------------------------ --------------------------
DIRECTOR DIRECTOR

F-1

CINTEL CORP.
Consolidated Statement of Operations
Six Months Ended June 30, 2004 and 2003

2004 2003

REVENUE. . . . . . . . . . $ 809,496 $ 2,282,053
COST OF SALES. . . . . . . 785,180 2,194,617
-------------------------
GROSS PROFIT . . . . . . . 24,316 87,436
EXPENSES (page 5). . . . . 775,635 881,573
-------------------------
OPERATING LOSS . . . . . . (751,319) (794,137)
-------------------------
OTHER
Interest and other income. (10,265) (12,560)
Foreign exchange . . . . . 1,094 (111)
Interest expense . . . . . 50,017 52,932
-------------------------
40,846 40,261
-------------------------
LOSS BEFORE INCOME TAXES . (792,165) (834,398)
Deferred income taxes. . . (116,000) (120,000)
-------------------------
NET LOSS . . . . . . . . . $ (676,165) $ (714,398)
=========================
BASIC LOSS PER SHARE . . . $ (0.03) $ (0.04)
=========================
WEIGHTED AVERAGE NUMBER
OF SHARES (note 6) . . . 20,314,300 16,683,300
=========================

F-2

CINTEL CORP.
Consolidated Statement of Operations
Three Months Ended June 30, 2004 and 2003

2004 2003

REVENUE. . . . . . . . . . $ 502,700 $ 1,278,743
COST OF SALES. . . . . . . 492,159 1,210,340
-------------------------
GROSS PROFIT . . . . . . . 10,541 68,403
EXPENSES (page 6). . . . . 353,256 378,222
-------------------------
OPERATING LOSS . . . . . . (342,715) (309,819)
-------------------------
OTHER
Interest and other income. (3,263) (7,260)
Foreign exchange . . . . . 281 (30)
Interest expense . . . . . 26,127 21,283
-------------------------
23,145 13,993
-------------------------
LOSS BEFORE INCOME TAXES . (365,860) (323,812)
Deferred income taxes. . . (48,000) (38,000)
=========================
NET LOSS . . . . . . . . . $ (317,860) $ (285,812)
=========================
BASIC LOSS PER SHARE . . . $ (0.02) $ (0.02)
=========================
WEIGHTED AVERAGE NUMBER
OF SHARES (note 6) . . . . 20,314,300 16,683,300
=========================

F-3

CINTEL CORP.
Consolidated Statement of Stockholders' Equity
Six Months Ended June 30, 2004 and 2003

PAID IN ACCUMULATED
CAPITAL IN OTHER TOTAL
NUMBER OF CAPITAL EXCESS OF COMPREHENSIVE ACCUMULATED STOCKHOLDERS'
SHARES STOCK PAR VALUE INCOME (LOSS) DEFICIT EQUITY

Balance, January
1, 2003 8,431,000 $ 8,431 $4,465,439 $ (47,125) $ (1,481,936) $ 2,944,809
Employee stock
options vested - - 45,678 - - 45,678
Foreign exchange
on translation - - - (42,858) - (42,858)
Net Loss - - - - (714,398) (714,398)
-----------------------------------------------------------------------------------
Balance, June
30, 2003 8,431,000 $ 8,431 $4,511,117 $ (89,983) $ (2,196,334) $ 2,233,231
===================================================================================
Balance, January
1, 2004 20,314,300 $ 20,314 $4,427,330 $ (38,627) $ (3,017,876) $ 1,391,141
Foreign exchange
on translation - - - 47,065 - 47,065
Net Loss - - - - (676,165) (676,165)
===================================================================================
Balance, June
30, 2004 20,314,300 $ 20,314 $4,427,330 $ 8,438 $ (3,694,041) $ 762,041
====================================================================================

F-4

CINTEL CORP.
Consolidated Schedule of Expenses
Six Months Ended June 30, 2004 and 2003

2004 2003
EXPENSES
Salaries . . . . . . . . $193,799 248,651
Research and development 193,149 $298,662
Depreciation . . . . . . 102,604 77,062
Professional fees. . . . 89,309 76,376
Rent . . . . . . . . . . 39,382 41,520
Travel . . . . . . . . . 35,140 15,263
Employee benefits. . . . 31,817 29,230
Repairs and maintenance. 23,597 43,560
Office and general . . . 16,650 12,493
Entertainment. . . . . . 11,810 15,978
Advertising. . . . . . . 10,981 2,923
Communications . . . . . 10,899 12,156
Taxes and dues . . . . . 8,337 15,776
Royalties. . . . . . . . 4,958 5,026
Insurance. . . . . . . . 3,203 11,158
Bad debts. . . . . . . . - (24,261)
------------------
$775,635 $881,573
==================

F-5

CINTEL CORP.
Consolidated Schedule of Expenses
Three Months Ended June 30, 2004 and 2003

2004 2003
EXPENSES
Salaries . . . . . . . . $112,614 102,205
Depreciation . . . . . . 51,696 45,878
Professional fees. . . . 38,090 37,726
Research and development 34,375 $ 94,554
Rent . . . . . . . . . . 25,693 25,410
Travel . . . . . . . . . 20,615 8,152
Employee benefits. . . . 17,718 13,134
Repairs and maintenance. 17,660 43,560
Entertainment. . . . . . 11,810 11,540
Office and general . . . 7,771 1,565
Communications . . . . . 5,331 6,078
Taxes and dues . . . . . 3,101 7,271
Royalties. . . . . . . . 2,478 2,467
Advertising. . . . . . . 2,380 1,237
Insurance. . . . . . . . 1,924 1,706
Bad debts. . . . . . . . - (24,261)
------------------
$353,256 $378,222
==================

F-6

CINTEL CORP.
Consolidated Statement of Cash Flows
Six Months Ended June 30, 2004 and 2003

2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . . . . $ (676,165) $(714,398)
Adjustments for working capital and non-cash items:
Depreciation. . . . . . . . . . . . . . . . . . . . 102,604 77,062
Income taxes. . . . . . . . . . . . . . . . . . . . - (5,129)
Employee stock options vested . . . . . . . . . . . - 45,678
Accounts receivable . . . . . . . . . . . . . . . . 1,077,141 748,058
Inventory . . . . . . . . . . . . . . . . . . . . . (69,382) 48,940
Prepaid and sundry assets . . . . . . . . . . . . . 70,039 65,915
Loans receivable. . . . . . . . . . . . . . . . . . (8,251) 284,983
Deferred taxes. . . . . . . . . . . . . . . . . . . (135,198) (120,701)
Accounts payable. . . . . . . . . . . . . . . . . . (692,619) (201,582)
----------------------
(331,831) 228,826
----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment. . . . . . . . . . . . . . (28,974) (465,805)
----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans payable . . . . . . . . . . . . . . . . . . . 60,313 (19,832)
----------------------
FOREIGN EXCHANGE ON CASH AND CASH EQUIVALENTS . . . 8,375 -
----------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . (292,117) (256,811)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR. . . 534,567 778,891
----------------------
CASH AND CASH EQUIVALENTS - END OF YEAR . . . . . . $ 242,450 $ 522,080
======================

F-7

CINTEL CORP.
Notes to Consolidated Financial Statements
June 30, 2004 and 2003

1. OPERATIONS AND BUSINESS Cintel Corp., 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.

b) Basis of Consolidation

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.

F-8

CINTEL CORP.
Notes to Consolidated Financial Statements
June 30, 2004 and 2003

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

c) Unit of Measurement

The US Dollar has been used as the unit of measurement in these 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

The Company recognizes revenues upon delivery of merchandise sold, and when
services are rendered for maintenance contracts.

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.

g) Investments

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

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

The cost of inventories is determined on the first-in first-out method, except
for materials-in-transit for which the specific identification method is used.

F-9

CINTEL CORP.
Notes to Consolidated Financial Statements
June 30, 2004 and 2003

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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.

m) 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.

F-10

CINTEL CORP.
Notes to Consolidated Financial Statements
June 30, 2004 and 2003

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

n) 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.

o) 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.

3. CASH AND CASH EQUIVALENTS

The following amounts included in cash and cash equivalents are restricted for
use by the Company:

a) The company has provided $117,664 as security for bank loans to employees to
purchase the Company's shares.

b) The company has provided $121,590 as security for one of the bank loans
described in note 5. The loan will mature on November 12, 2004.

F-11

CINTEL CORP.
Notes to Consolidated Financial Statements
June 30, 2004 and 2003

4. EQUIPMENT

Equipment is comprised as follows:

2004 2003
ACCUMULATED Accumulated
COST DEPRECIATION Cost Depreciation
-------------------------------------------------------

Furniture and fixtures . . . $ 23,799 $ 18,414 $ 22,988 $ 13,770
Equipment. . . . . . . . . . 558,931 400,601 502,171 299,375
Vehicles . . . . . . . . . . 13,443 12,098 12,985 9,089
Software . . . . . . . . . . 622,735 191,894 571,924 43,153
----------------------------------------------------
$ 1,218,908 $623,007 $ 1,110,068 $365,387
----------------------------------------------------
Net carrying amount. . . . . $595,901 $744,681
-------- --------

5. LOANS PAYABLE

2004 2003
CURRENT LONG-TERM TOTAL Total

Bank loans. . . . . . . . . . . . . . . . . $1,302,750 $ - $1,302,750 $1,090,570
Promissory Note . . . . . . . . . . . . . . 39,000 - 39,000 15,000
Government loans (1, 2, 3, & 4) . . . . . . 27,728 61,985 89,713 119,020
Discount of interest-free government loans. (2,300) (10,493) (12,793) (9,954)
-----------------------------------------------
$1,367,178 $ 51,492 $1,418,670 $1,214,636

BANK LOANS

Bank loans bear interest at 6.9% to 7.97% and mature in December 2004. The loans
are repayable upon maturity. The loans are secured by a guarantee by the Korean
Technology Credit Guarantee Fund to a maximum of $443,000, a limited guarantee
by the chief executive officer and cash collateral of $121,590 as described in
note 3b.

PROMISSORY NOTE

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

GOVERNMENT LOAN #1

The loan is non-interest bearing, repayable in annual payments of $15,582 and
matures July 2005.

F-12

CINTEL CORP.
Notes to Consolidated Financial Statements
June 30, 2004 and 2003

5. LOANS PAYABLE (cont'd)

GOVERNMENT LOAN #2

The loan is non-interest bearing, repayable in annual payments of $11,236 and
matures July 2005.

GOVERNMENT LOAN #3

The loan is non-interest bearing, repayable in annual payments of $5,000
starting 2006 and matures October 2009.

GOVERNMENT LOAN #4

The loan is non-interest bearing, repayable in annual payments of $3,419
starting 2006 and matures October 2009.

6. CAPITAL STOCK

Authorized
50,000,000 common shares, par value $0.001 per share

2004 2003
Issued
20,314,300 common shares

(2003 - 8,431,000) $ 20,314 $ 8,431

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 and the calculation of earnings per share.
Finally, the Company issued 16,683,300 common shares in exchange for 100% of the
outstanding shares of Cintel Co., Ltd.

STOCK WARRANTS AND OPTIONS

The Company 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." The value of options
granted has been estimated using 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:

2004 2003
Interest rate. . . . . 6.5% 6.5%
Expected volatility. . 70% 70%
Expected life in years 6 6

F-13

CINTEL CORP.
Notes to Consolidated Financial Statements
June 30, 2004 and 2003

6. CAPITAL STOCK (cont'd)

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 and in 2003, an additional 30,000 of
these 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
outstanding options vested in the six months ended June 30, 2004 (2003;
$45,678). The 2003 amounts have been expensed in the statements of operations.

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

7. CONTINGENT LIABILITIES AND COMMITMENTS

a) 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.

b) The Company is committed to a lease obligation which expires in June 2005.
Future minimum annual payments (exclusive of taxes and insurance) under the
lease are as follows:

2005 $ 64,000

F-14

INDEPENDENT AUDITORS' REPORT

To the Stockholders of
CINTEL CORP.

We have audited the consolidated balance sheets of CINTEL CORP. and
subsidiaries (the "Company") as at December 31, 2003 and 2002 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years then ended. The consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2003 and 2002, and the results of its operation, changes in
its accumulated deficit and its cash flows for the years ended, in conformity
with accounting principles generally accepted in the United States of America.

"SF PARTNERSHIP, LLP"

TORONTO, CANADA CHARTERED ACCOUNTANTS
March 12, 2004

F-15

CINTEL CORP.
Consolidated Balance Sheets
December 31, 2003 and 2002

2003 2002
ASSETS

CURRENT
Cash and cash equivalents (note 3) $ 534,567 $ 778,891
Accounts receivable 2,326,558 3,418,909
Inventory 147,877 219,100
Prepaid and sundry assets 151,199 405,654
Loans receivable - 285,740
Deferred taxes 116,917 61,769
- --------------------------------------------------------------------------------------------------

3,277,118 5,170,063
DEFERRED TAXES 396,592 185,306
EQUIPMENT (note 4) 684,583 319,598
INVESTMENTS 42,082 42,037
- --------------------------------------------------------------------------------------------------

$ 4,400,375 $ 5,717,004
- --------------------------------------------------------------------------------------------------

LIABILITIES
CURRENT
Accounts payable $ 1,650,876 $ 1,532,598
Income taxes - 5,129
Loans payable - current (note 5) 1,319,312 1,214,510
- --------------------------------------------------------------------------------------------------

2,970,188 2,752,237
LOANS PAYABLE (note 5) 39,045 19,958
- --------------------------------------------------------------------------------------------------

3,009,233 2,772,195
- --------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
CAPITAL STOCK (note 6) 20,314 8,431
PAID IN CAPITAL 4,427,331 4,465,439
ACCUMULATED OTHER COMPREHENSIVE LOSS (38,627) (47,125)
ACCUMULATED DEFICIT (3,017,876) (1,481,936)
- --------------------------------------------------------------------------------------------------

1,391,142 2,944,809
- --------------------------------------------------------------------------------------------------

$ 4,400,375 $ 5,717,004
- --------------------------------------------------------------------------------------------------

APPROVED ON BEHALF OF THE BOARD

"SANG DON KIM" "KYO JIN KANG"
- ------------------------------------ --------------------------------------
DIRECTOR DIRECTOR

F-16

CINTEL CORP.
Consolidated Statement of Operations
Years Ended December 31, 2003 and 2002

2003 2002

REVENUE $ 5,300,370 $ 5,476,702

COST OF SALES 5,276,542 3,901,035
- ----------------------------------------------------------------------------------------------

GROSS PROFIT 23,828 1,575,667

EXPENSES (page 5) 1,758,995 1,833,431
- ----------------------------------------------------------------------------------------------

OPERATING LOSS (1,735,167) (257,764)
- ----------------------------------------------------------------------------------------------

OTHER
Interest and other income (28,818) (38,028)
Foreign exchange (257) (12,798)
Interest expense 96,906 55,518
- ----------------------------------------------------------------------------------------------

67,831 4,692
- ----------------------------------------------------------------------------------------------

LOSS BEFORE INCOME TAXES (1,802,998) (262,456)
- ----------------------------------------------------------------------------------------------

Current - 7,898
Deferred (267,058) (65,814)
- ----------------------------------------------------------------------------------------------

(267,058) (57,916)
- ----------------------------------------------------------------------------------------------

NET LOSS $ (1,535,940) $ (204,540)
- ----------------------------------------------------------------------------------------------

BASIC LOSS PER SHARE $ (0.09) $ (0.01)
- ----------------------------------------------------------------------------------------------

FULLY DILUTED LOSS PER SHARE $ (0.09) $ (0.01)
- ----------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES (note 6) 17,591,050 16,683,300
- ----------------------------------------------------------------------------------------------

F-17

CINTEL CORP.
Consolidated Statement of Stockholders' Equity
Years Ended December 31, 2003 and 2002

PAID IN ACCUMULATED
CAPITAL IN OTHER TOTAL
NUMBER OF CAPITAL EXCESS OF COMPREHENSIVE ACCUMULATED STOCKHOLDERS'
SHARES STOCK PAR VALUE LOSS DEFICIT EQUITY
------------------------------------------------------------------------------------

Balance, January 1, 2002
as previously stated 7,339,569 $ 7,340 $ 4,240,357 $ (283,449) $(1,415,946) $ 2,548,302
Adjustment for employee
stock options granted but
not vested (note 10) -- -- (138,550) -- 138,550 --
------------------------------------------------------------------------------------

As restated 7,339,569 $ 7,340 $ 4,101,807 $ (283,449) $(1,277,396) $ 2,548,302

Common shares issued 1,091,431 1,091 363,632 -- -- 364,723
Foreign exchange on
translation -- -- -- 236,324 -- 236,324
Net Loss -- -- -- -- (204,540) (204,540)
====================================================================================

Balance, December 31, 2002 8,431,000 $ 8,431 $ 4,465,439 $ (47,125) $(1,481,936) $ 2,944,809
------------------------------------------------------------------------------------

Balance, January 1, 2003 8,431,000 $ 8,431 $ 4,465,439 $ (47,125) $(1,481,936) $ 2,944,809
Common shares cancelled
for no consideration (4,800,000) (4,800) 4,800 -- -- --
Common shares issued on
acquisition of Cintel
Co., Ltd. 16,683,300 16,683 (88,586) -- -- (71,903)
Employee stock options
vested -- -- 45,677 -- -- 45,677
Foreign exchange on
translation -- -- -- 8,498 -- 8,498
Net Loss -- -- -- -- (1,535,940) (1,535,940)
------------------------------------------------------------------------------------

Balance, December 31, 2003 20,314,300 $ 20,314 $ 4,427,330 $ (38,627) $(3,017,876) $ 1,391,141
====================================================================================

F-18

CINTEL CORP.
Consolidated Schedule of Expenses
Years Ended December 31, 2003 and 2002

2003 2002

EXPENSES
Research and development $ 500,887 554,183
Salaries 450,807 $ 483,109
Bad debts 252,979 130,877
Depreciation 122,188 52,508
Professional fees 117,893 161,755
Rent 59,467 46,832
Employee benefits 59,115 65,608
Advertising 53,508 71,945
Travel 36,049 43,776
Office and general 26,835 63,080
Entertainment 22,111 53,249
Taxes and dues 16,721 16,748
Insurance 16,458 20,303
Communications 13,990 12,758
Royalties 9,987 56,700
- --------------------------------------------------------------------------------

$ 1,758,995 $ 1,833,431
- --------------------------------------------------------------------------------

F-19

CINTEL CORP.
Consolidated Statement of Cash Flows
Years Ended December 31, 2003 and 2002

2003 2002

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,535,940) $ (204,540)
Adjustments for working capital and non-cash items:
Depreciation 122,188 52,508
Employee stock options vested 45,677 -
Accounts receivable 1,100,076 1,383,694
Inventory 71,697 (68,345)
Prepaid and sundry assets 255,744 (205,632)
Loans receivable 287,004 (154,915)
Deferred taxes (267,058) (67,951)
Accounts payable 83,988 (1,603,006)
Income taxes (5,152) 5,129
- ----------------------------------------------------------------------------------------------------

158,224 (863,058)
- ----------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments - (113)
Acquisition of equipment (488,048) (61,748)
- ----------------------------------------------------------------------------------------------------

(488,048) (61,861)
- ----------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - 364,723
Loans payable 83,840 505,664
- ----------------------------------------------------------------------------------------------------

83,840 870,387
- ----------------------------------------------------------------------------------------------------

FOREIGN EXCHANGE ON CASH AND CASH EQUIVALENTS 1,660 74,142
- ----------------------------------------------------------------------------------------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (244,324) 19,610

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 778,891 759,281
- ----------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS - END OF YEAR $ 534,567 $ 778,891
- ----------------------------------------------------------------------------------------------------

F-20

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

1. OPERATIONS AND BUSINESS

Cintel Corp., 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.

b) Basis of Consolidation

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.

F-21

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

c) Unit of Measurement

The US Dollar has been used as the unit of measurement in these
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

The Company recognizes revenues upon delivery of merchandise sold,
and when services are rendered for maintenance contracts.

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.

g) Investments

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

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

The cost of inventories is determined on the first-in first-out
method, except for materials-in-transit for which the specific
identification method is used.

F-22

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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.

m) 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.

F-23

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

n) 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.

o) 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.

3. CASH AND CASH EQUIVALENTS

The following amounts included in cash and cash equivalents are restricted
for use by the Company:

a) The company has provided $150,696 as security for bank loans to
employees to purchase the Company's shares. As at December 31, 2003,
the loans outstanding amounted to approximately $90,000. The
restriction will be revised on May 30, 2004 based on the amount of
outstanding loans on that date.

b) The company has provided $117,208 as security for one of the bank
loans described in note 5. The loan will mature on November 12, 2004
and the amount outstanding as at December 31, 2003 was $586,040.

F-24

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

4. EQUIPMENT

Equipment is comprised as follows:

2003 2002
ACCUMULATED Accumulated
COST DEPRECIATION Cost Depreciation
- -------------------------------------------------------------------------------------------------------------------

Furniture and fixtures $ 22,941 $ 15,949 $ 22,916 $ 11,436
Equipment 539,442 339,785 523,080 271,445
Vehicles 12,958 10,367 12,944 7,767
Software 600,292 124,949 85,323 34,017
- -------------------------------------------------------------------------------------------------------------------

$ 1,175,633 $ 491,050 $ 644,263 $ 324,665
- -------------------------------------------------------------------------------------------------------------------

Net carrying amount $ 684,583 $ 319,598
--------------- ------------

5. LOANS PAYABLE

2003 2002
CURRENT LONG-TERM TOTAL Total
- -------------------------------------------------------------------------------------------------------------------

Bank loans $ 1,255,800 $ - $ 1,255,800 $ 1,150,522
Promissory Note 39,000 - 39,000 -
Government loans (1, 2, & 3) 26,729 46,542 73,271 93,869
Discount of interest-free government loans (2,217) (7,497) (9,714) (9,923)
- -------------------------------------------------------------------------------------------------------------------

$ 1,319,312 $ 39,045 $ 1,358,357 $ 1,234,468
- -------------------------------------------------------------------------------------------------------------------

Bank Loans

Bank loans bear interest at 6.9% to 7.41% and mature between February and
December 2004. 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, repayable in annual payments of $15,582
and matures July 2005.

F-25

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

5. LOANS PAYABLE (cont'd)

Government Loan #2

The loan is non-interest bearing, repayable in annual payments of $11,236
and matures July 2005.

Government Loan #3

The loan is non-interest bearing, repayable in annual payments of $5,000
starting 2006 and matures October 2009.

6. CAPITAL STOCK

Authorized
50,000,000 common shares, par value $0.001 per share

2003 2002

Issued
20,314,300 common shares (2002 - 8,431,000) $ 20,314 $ 8,431
-----------------------------------

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
and the calculation of earnings per share. Finally, the Company
issued 16,683,300 common shares in exchange for 100% of the
outstanding shares of Cintel Co., Ltd.

Stock Warrants and Options

The Company 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:

2003 2002

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.

F-26

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

6. CAPITAL STOCK (cont'd)

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. The outstanding options that have vested, $45,677 for 2003
(2002, nil) have been expensed in the statements of operations.

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

The following table summarizes the stock option activity during 2003 and
2002:

2003 2002

Outstanding, beginning of year 163,000 351,000
Granted 65,000 -
Exercised - -
Cancelled (122,000) (188,000)
- -------------------------------------------------------------------------------------------

Outstanding, end of year 106,000 163,000
- -------------------------------------------------------------------------------------------

Weighted average fair value of options
granted during the year $ 54,097 $ -
- -------------------------------------------------------------------------------------------

Weighted average exercise price of common
stock options, beginning of year $ 0.62 $ 0.61
- -------------------------------------------------------------------------------------------

Weighted average exercise price of common
stock options granted in the year $ 0.72 $ -
- -------------------------------------------------------------------------------------------

Weighted average exercise price of common
stock options, end of year $ 0.67 $ 0.62
- -------------------------------------------------------------------------------------------

Weighted average remaining contractual life
of common stock options 4 YEARS 5 years

F-27

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

7. 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 2003
and 2002 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:

2003 2002

Deferred income tax assets
Research and development expenses
amortized over 5 years for tax purposes $ 221,979 247,075
Other timing differences 61,422 -
Loss carry-forwards 230,108 -
- ------------------------------------------------------------------------------------

$ 513,509 247,075
- ------------------------------------------------------------------------------------

8. CONTINGENT LIABILITIES AND COMMITMENTS

a) 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.

b) The Company is committed to lease obligations, with various expiry
dates to May 2004. Future minimum annual payments (exclusive of
taxes, insurance and maintenance costs) under these leases are as
follows:

2004 $ 25,030
----------

F-28

CINTEL CORP.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

9. SUBSEQUENT EVENTS

a) Effective January 30, 2004, the Company has contracted IBM
Engineering and Technology Services (E&TS) in a consultative
capacity to help the Company develop its Digital Video Surveillance
(DVS) System. IBM is helping the Company to define a specification
for a video capture card for a solution which will include advanced
"smart" digital video surveillance capabilities.

b) Subsequent to the year-end, the Company has proposed a 2004 stock
option compensation plan to issue up to 4,000,000 shares of common
stock to employees and various outside consultants. Upon formal
registration of the proposed plan, each outstanding common stock
option of Cintel Korea as described in note 6 will be converted into
three common stock options of the Company.

10. PRIOR PERIOD RESTATEMENT

Employee stock options granted but not vested in 2001 were treated as an
expense in the 2001 fiscal year. As a result, the 2002 opening accumulated
deficit and paid in capital in excess of par value were overstated by
$138,500. The prior period adjustment gives retroactive treatment to this
adjustment.

F-29

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The State of Nevada permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:

(a) The person conducted himself or herself in good faith;

(b) The person reasonably believed:

(1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's
best interests; and

(2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests.

(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe that his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth an itemization of all estimated
expenses, all of which we will pay, in connection with the issuance and
distribution of the securities being registered:

NATURE OF EXPENSE AMOUNT
----------------- -----------
SEC Registration fee $ 1,204.71
Accounting fees and expenses 5,000.00*
Legal fees and expenses 45,000.00*
-----------
TOTAL $51,204.71*
===========
* Estimated

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following sets forth information regarding all sales of our
unregistered securities during the past three years.

On September 30, 2003, pursuant to a Share Exchange Agreement with
Cintel Co., Ltd., a Korean corporation ("CinTel Korea") and the shareholders of
CinTel Korea, we issued 16,683,300 shares of common stock in exchange for 100%
of the issued and outstanding capital stock of CinTel Korea. The shares were
issued under Section 4(2) of the Securities Act of 1933, as amended, and/or
Regulation S, and bear a Rule 144 restrictive legend.

ITEM 27. EXHIBITS.

The following exhibits are included as part of this Form SB-2.
References to "the Company" in this Exhibit List mean Cintel Corp., a Nevada
corporation.

EXHIBIT NUMBER DESCRIPTION
- ------------------ ----------------------------------------------------------
2.1 Share Exchange Agreement, dated September 30, 2003, by and
among the Company, Cintel Co., Ltd, and the shareholders
of Cintel Co., Ltd., incorporated by reference to the
Company's current report on Form 8-K, filed with the
Securities and Exchange Commission on September 30, 2003.
3.1 Articles of Incorporation, incorporated by reference
to the Company's registration statement on Form SB-2 (File
No. 333-100046), filed with the Securities and Exchange
Commission on September 24, 2002.

3.2 Certificate of Amendment to Articles of Incorporation
dated April 27, 2001, incorporated by reference to the
Company's registration statement on Form SB-2 (File No.
333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

3.3 Certificate of Amendment to Articles of Incorporation
dated October 21, 2003, incorporated by reference to the
Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 2003, filed with the Securities and
Exchange Commission on April 14, 2004.

3.4 Certificate of Amendment to Articles of Incorporation
dated September 13, 2004, incorporated by reference to the
Company's registration statement on Form SB-2 (File No.
333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

3.5 Bylaws, incorporated by reference to the Company's
registration statement on Form SB-2 (File No. 333-100046),
filed with the Securities and Exchange Commission on
September 24, 2002. 4.1 Standby Equity Distribution
Agreement, dated August 4, 2004, between Cornell Capital
Partners,

L.P. and the Company, incorporated by reference to the
Company's registration statement on Form SB-2 (File No.
333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.
4.1 Standby Equity Distribution Agreement, dated August 4,
2004, between Cornell Capital Partners, L.P. and the
Company, incorporated by reference to the Company's
registration statement on Form SB-2 (File No. 333-119002),
filed with the Securities and Exchange Commission on
September 15, 2004.
4.2 Registration Rights Agreement, dated August 4, 2004, by
and between the Company and Cornell Capital Partners,
L.P., in connection with the Standby Equity Distribution
Agreement, incorporated by reference to the Company's
registration statement on Form SB-2 (File No. 333-119002),
filed with the Securities and Exchange Commission on
September 15, 2004.
4.3 Escrow Agreement, dated August 4, 2004, by and between the
Company, Cornell Capital Partners, L.P. and Butler
Gonzalez LLP, in connection with the Standby Equity
Distribution Agreement, incorporated by reference to the
Company's registration statement on Form SB-2 (File No.
333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

4.4 Placement Agent Agreement, dated August 4, 2004, by and
among the Company, Newbridge Securities Corporation and
Cornell Capital Partners, L.P., incorporated by reference
to the Company's registration statement on Form SB-2 (File
No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

4.5 $240,000 principal amount Compensation Debenture, due
August 4, 2007, issued to Cornell Capital Partners, L.P.,
in connection with the Standby Equity Distribution
Agreement, incorporated by reference to the Company's
registration statement on Form SB-2 (File No. 333-119002),
filed with the Securities and Exchange Commission on
September 15, 2004.

5.1 Opinion and Consent of Sichenzia Ross Friedman Ference
LLP.

10.1 Lease Agreement for Pennsylvania office, incorporated by
reference to the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 2003, filed with
the Securities and Exchange Commission on April 14, 2004.

II-2

10.2 Lease Agreement for Korea office, incorporated by
reference to the Company's registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and
Exchange Commission on September 15, 2004.

10.3 Product Resale Agreement, dated May 11, 2004, between
Curtis, Inc. and the Company, incorporated by reference to
the Company's registration statement on Form SB-2 (File
No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

10.4 IBM Technical Services Agreement, incorporated by
reference to the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 2003, filed with
the Securities and Exchange Commission on April 14, 2004.

10.5 Distribution Agreement, dated April 26, 2002, by and
between the Company and Suntze Communications Engineering
Pte. Ltd., incorporated by reference to the Company's
registration statement on Form SB-2 (File No. 333-119002),
filed with the Securities and Exchange Commission on
September 15, 2004.

10.6 Distribution Agreement, dated May 24, 2002, by and between
the Company and Sumitomo Metal System Solutions Co., Ltd.
(n/k/a Canon System Solutions Co., Ltd.), incorporated by
reference to the Company's registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and
Exchange Commission on September 15, 2004.

10.7 Distribution Agreement, dated May 23, 2001 by and between
the Company and Rikei Corporation, incorporated by
reference to the Company's registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and
Exchange Commission on September 15, 2004.

10.8 Distribution Agreement, dated July 30, 2001, by and
between the Company and NetSys Pte. Ltd., incorporated by
reference to the Company's registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and
Exchange Commission on September 15, 2004.

10.9 Reseller Agreement, dated January 1, 2004, between the
Company and NEOframe Inc., incorporated by reference to
the Company's registration statement on Form SB-2 (File
No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

10.10 Distribution Agreement, dated January 5, 2004, between the
Company and Seoul Electrons Corp., incorporated by
reference to the Company's registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and
Exchange Commission on September 15, 2004.

10.11 Agency Agreement, dated December 1, 2000, between the
Company and Gigalink Co., Ltd., incorporated by reference
to the Company's registration statement on Form SB-2 (File
No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

10.12 Distributorship Agreement, dated August 1, 2001, between
the Company and Locus Co., Ltd., incorporated by reference
to the Company's registration statement on Form SB-2 (File
No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

10.13 Distributorship Agreement, dated October 30, 2001, between
the Company and SNET Systems Co., incorporated by
reference to the Company's registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and
Exchange Commission on September 15, 2004.

10.14 Distributorship Agreement, dated November 1, 2001, between
the Company and i-Craft Co., Ltd., incorporated by
reference to the Company's registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and
Exchange Commission on September 15, 2004.

21.1 Subsidiaries of the Company, incorporated by reference to
the Company's registration statement on Form SB-2 (File
No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004.

23.1 Consent of SF Partnership, LLP.

23.2 Consent of Sichenzia Ross Friedman Ference LLP
(incorporated in Exhibit 5.1).

II-3

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes to:

(1) 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 of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and Notwithstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) under the Securities Act if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement, and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(4) For purposes of determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act as part of this registration statement as of the time
it was declared effective.

(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the 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 the registrant of expenses incurred or paid by a
director, officer or controlling person of the 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, the
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 by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-4

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in Seoul, Korea on November 5,
2004.

CINTEL CORP.

By: /s/ Sang Don Kim
---------------------------
Sang Don Kim
President and Chief Executive Officer
and Director

By: /s/ Kyo Jin Kang
-----------------------------------
Kyo Jin Kang
Chief Financial Officer, Chief Operating
Officer and Principal Accounting
Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

Signature Title Date
- --------- ----- ----

/s/ Sang Don Kim President, Chief Executive November 5, 2004
- --------------------------- Officer and Director
Sang Don Kim

/s/ Kyo Jin Kang Chief Financial Officer, Chief November 5, 2004
- --------------------------- Operating Officer and Principal
Kyo Jin Kang Accounting Officer

/s/ Jong Kook Moon Secretary and Treasurer November 5, 2004
- ---------------------------
Jong Kook Moon

II-5