Form 8-K for CINTEL CORP
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20-Dec-2005
Entry into Material Agreement, Financial Obligation Matter, Financial Statements and
Item 1.01 Entry into a Material Definitive Agreement.
On December 15, 2005, Cintel Corp. (the Company) entered into securities purchase agreements with ten accredited investors for the sale of an aggregate of $5,561,857 principal amount convertible notes (the Convertible Notes). The Convertible Notes do not bear interest and, unless converted into shares of the Companys common stock, are due and payable on June 15, 2007. The Convertible Notes are convertible into the Companys common stock at any time after issuance at a conversion price of $0.35 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 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
4.1 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Tai Bok Kim
4.2 Convertible Note in the principal amount of
$2,082,500 issued to Tai Bok Kim
4.3 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Joo Chan Lee
4.4 Convertible Note in the principal amount of $280,000
issued to Joo Chan Lee
4.5 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Sang Yong Oh
4.6 Convertible Note in the principal amount of $281,065
issued to Sang Yong Oh
4.7 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and JungMi Lee
4.8 Convertible Note in the principal amount of $246,400
issued to JungMi Lee
4.9 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Sung Min Chang
4.10 Convertible Note in the principal amount of $59,172
issued to Sung Min Chang
4.11 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Eun Suk Shin
4.12 Convertible Note in the principal amount of $246,400
issued to Eun Suk Shin
4.13 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Overnet Co., Ltd.
4.14 Convertible Note in the principal amount of $492,800
issued to Overnet Co., Ltd.
4.15 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Yeun Jae Jo
4.16 Convertible Note in the principal amount of $98,620
issued to Yeun Jae Jo
4.17 Securities Purchase Agreement dated December 15,
2005 by and among Cintel Corp. and Equinox Partners
Inc.
4.18 Convertible Note in the principal amount of $985,950
issued to Equinox Partners Inc.
4.19 Securities Purchase Agreement dated December 16,
2005 by and among Cintel Corp. and Kei Wook Lee
4.20 Convertible Note in the principal amount of $788,950
issued to Kei Wook Lee
