SEC Company Response from CINTEL CORP (CIK 0001191334) — Nov 5, 2004
CINTEL CORP (CIK 0001191334)
Date: Nov. 5, 2004 · CIK: 0001191334 · Accession: 0001144204-04-017761
AI Filing Summary & Sentiment
File numbers found in text: 333-119002
Referenced dates: October 26, 2004
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<TYPE>CORRESP
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SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF THE AMERICAS NEW YORK NY 10018
TEL 212 930 9700 FAX 212 930 9725 WWW.SRFFLLP.COM
October 27, 2004
VIA FACSIMILE (202) 942-9544
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Barbara Jacobs, Assistant Director
Tangela Richter, Esq.
Re: Cintel Corp.
Registration Statement on Form SB-2
File No. 333-119002
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of
the Commission as set forth in a comment letter dated October 26, 2004 relating
to the Registration Statement on Form SB-2 of Cintel Corp. (the "Company"). On
behalf of the Company, we respond as follows.
REGISTRATION STATEMENT ON FORM SB-2
1. Prior Comment 2. We continue to believe that your disclosure throughout
the registration statement that Cornell Capital Partners will receive
only a two percent discount is inappropriate. Please revise throughout
to indicate clearly that (i) Cornell Capital Partners will receive a
two percent discount and (ii) Cornell Capital Partners will receive
five percent of the gross proceeds of the advance. This information
should be clear each time you refer to the discount to be received by
Cornell Capital Partners.
Response
We have revised the disclosure throughout the registration statement to
clarify that (i) Cornell Capital Partners will receive a two percent
discount and (ii) Cornell Capital Partners will receive five percent of
the gross proceeds of the advance. Examples of the revised disclosure
follow:
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Example 1 (page 6 of the Prospectus)
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.
Example 2 (page 10 of the Prospectus)
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.
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With 2% Number of Shares
% Below market Price Per Share Discount Issuable Percentage of Stock*
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<S> <C> <C> <C> <C>
25% $0.0675 $0.0662 1,510,574 7.2%
50% $0.045 $0.0441 2,267,574 10.8%
75% $0.0225 $0.0221 4,524,887 21.6%
*Based upon 20,974,300 shares of common stock outstanding.
</TABLE>
We trust that the foregoing appropriately addresses the issues raised
by your recent comment letter. Thank you in advance for your prompt review and
assistance.
Very truly yours,
/s/ David Schubauer
David Schubauer
2
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