Cintel Corp - Current report filing (8-K)
November 05 2007 - 2:39PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): October 30, 2007
CINTEL
CORP.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
333-100046
(Commission
File
Number)
|
52-2360156
(I.R.S.
Employer
Identification
Number)
|
9900
Corporate Campus Drive, Suite 3,000, Louisville, KY 40223
(Address
of principal executive offices) (zip code)
(502)
657-6077
(Registrant's
telephone number, including area code)
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
Item
3.02 Unregistered Sales of Equity Securities
On
October 30, 2007, Cintel Corp. (the “Company”) entered into a Share Subscription
Agreement pursuant to which the Company received subscriptions for the sale
of
7,000,000 shares of common stock to eight investors. The offering closed
on
October 30, 2007. The shares of common stock were sold at a price of $0.70
per
share.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”) with respect to the foregoing, pursuant to
Regulation S, promulgated pursuant to the Act. None of the investors is a
U.S
Person as such term is defined in Section 904 of Regulation S.
Item
7.01 Regulation FD Disclosure
On
November 5, 2007, the Company issued a press release concerning the foregoing
matters. A copy of such press release is being furnished as Exhibit 99.1
to this
current report on Form 8-K.
The
information in this Item 7.01 of this current report on Form 8-K, together
with
the information in Exhibit 99.1, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. Such
information shall not be deemed incorporated by reference into any registration
statement or other document filed with the SEC
Item
9.01 Financial Statements and Exhibits.
|
(a)
|
Financial
Statements of Businesses Acquired
|
|
|
None
|
|
(b)
|
Pro
Forma Financial Information
|
|
|
None
|
|
(c)
|
Exhibits.
|
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Share
Subscription Agreement dated as of October 30, 2007
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
|
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CINTEL
CORP.
|
|
|
|
|
Dated:
November 5, 2007
|
By:
|
/s/
Sang
Don Kim
|
|
|
Sang
Don Kim
|
|
|
Chief
Executive Officer
|
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