UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2006
CINTEL CORP.
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(Exact name of registrant as specified in its charter)
Nevada 333-100046 52-2360156
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
9900 Corporate Campus Drive, Suite 3,000, Louisville, KY 40223
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(Address of principal executive offices) (zip code)
(502) 657-6077
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(Registrant's telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 24, 2006, Cintel Corp. (the "Company") sold an aggregate of
$15,284,295 principal amount in convertible bonds (the "Convertible Bonds").
The Convertible Bonds do not bear interest if converted into shares of the
Company's common stock. If Convertible Bonds are not converted, then the Company
shall pay interest at the rate of 8% per annum provided that Phoenix
Semiconductor Telecommunication (Suzhou) Co., Ltd. generates total revenues of
USD$65,8000,000 and ordinary profit of USD$6,800,000 in 2007 and total revenue
of USD$95,400,000 and ordinary profit of USD$10,600,000 in 2008. If the
foregoing milestones are not achieved, interest shall be calculated and 10% per
annum. Interest shall be due and payable in cash on the maturity date of
October 30, 2011. The Convertible Notes are convertible into the Company's
common stock at any time after issuance through the date that is one month prior
to the maturity date, at a conversion price $0.50 per share.
If at any time the Company determines to file a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), other than on Form
S-4 or S-8, the Company must provide written notice of such determination to the
holders of the Convertible Notes. If within 15 days after such notice the
holders so request in writing, the Company must include the shares of common
stock issuable upon conversion of the Convertible Notes in such registration
statement. The sale of the Convertible Notes was exempt from registration
requirements pursuant to Section 4(2) of the Securities Act and Rule 506
promulgated thereunder.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
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10.1 Convertible Bonds Subscription Agreement between the Company and
Axlon Corporation dated October 24, 2006
10.2 Convertible Bonds Subscription Agreement between the Company and
Emerging Memory & Logic Solutions, Inc. dated October 24, 2006
10.3 Convertible Bonds Subscription Agreement between the Company and
KTB China Optimum Fund dated October 24, 2006
10.4 Convertible Bonds Subscription Agreement between the Company and
STS Semiconductor & Telecommunications Co. Ltd. dated October
24, 2006
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINTEL CORP.
Dated: October 30, 2006 By: /s/ Sang Don Kim
Name: Sang Don Kim
Title: Chief Executive Officer
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