Cintel Corp – ‘S-8’ on 5/19/04

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           11     40K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      8K 
 3: EX-10       Material Contract                                      6     25K 
 4: EX-23       Consent of Experts or Counsel                          1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CINTEL CORP.
(FORMERLY KNOWN AS LINK2 TECHNOLOGIES, INC.)
(Exact name of Registrant as specified in its charter)

NEVADA                                               52-2360156         
(State  or  other  jurisdiction  of                    (IRS  Employer           
incorporation  or  organization)                     Identification  No.)       

 1001 W. CHELTENHAM AVE.
 MELROSE PARK, PA  19027
(Address of Principal Executive Offices, including ZIP Code)

2004 COMPENSATION PLAN FOR EMPLOYEES AND OUTSIDE CONSULTANTS
(Full title of the plan)

GARY R. HENRIE
 10616 EAGLE NEST STREET
 LAS VEGAS, NEVADA 89141
 (Name and address of agent for service)

(702) 616-3093
 (Telephone number, including area code, of agent for service)

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]


                                 Proposed maximum                                      
                                  offering price  Proposed maximum                     
Title of securities   Amount to be   per share   aggregate offering       Amount of    
 to be registered      registered   -----------         price         registration fee 
--------------------  ------------               -------------------  -----------------
                                                                                       

..001 par value                                                                        
 common stock                                                                          
                         4,000,000  $   0.12(1)  $        480,000.00  $           60.82
                      ------------  -----------  -------------------  -----------------
Totals . . . . . . .     4,000,000               $        480,000.00  $           60.82
--------------------  ------------               -------------------  -----------------

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(1)     This  calculation  is  made  solely  for the purposes of determining the
registration  fee pursuant to the provisions of Rule 457(c) under the Securities
Act  of 1933, as amended, and is calculated on the basis of the last sale of the
common  stock  reported  on  the  OTC  Bulletin  Board  as  of  April  30, 2004.

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PROSPECTUS

CINTEL CORP.

4,000,000 Shares Of Common Stock

This  prospectus  relates  to  the  offer  and  sale  by  Cintel Corp., a Nevada
corporation ("Company"), of shares of its $.001 par value per share common stock
to  certain  employees  and outside consultants (the "Participants") pursuant to
the  2004  Compensation  Plan  for Employees and Outside Consultants (the "Stock
Plan") that has been approved by the board of directors of the Company. Pursuant
to  the Stock Plan, in payment for services rendered, the Company is registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
employees  and  consultants covered by the Stock Plan, up to 4,000,000 shares of
common  stock.                                                                  

The  common  stock  is not subject to any restriction on transferability, except
with  respect  to  resale  restrictions applicable to shares of our common stock
that  are  delivered  to  Participants  that  are  deemed  to be our affiliates.
Recipients  of  shares other than persons who are "affiliates" of Company within
the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or part of
the  shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of the Company or any
one  of  its subsidiaries.  The common stock is traded on the OTC Bulletin Board
under  the  symbol  "CNCN."                                                     

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is May 11, 2004,    

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This  prospectus  is part of a registration statement which was filed and became
effective  under  the Securities Act of 1933, as amended (the "Securities Act"),
and  does  not  contain  all  of  the  information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission")  under the Securities Act. The statements in this prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  registration  statement or other filings by the Company with the Commission
are  qualified  in  their  entirety  by  the  reference  thereto.               

A  copy  of  any  document  or  part  thereof  incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests should be addressed to: 1001 W. Cheltenham
Ave.,  Melrose  Park,  PA  19027.  The  Company's  telephone  number  is  (215) 
782-8201.                                                                       

The  Company  is  subject  to the reporting requirements of section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files  reports and other information with the Commission. These reports, as well
as  other  information  filed  by  the  Company  under  the  Exchange Act may be
inspected  and  copied  at  the  public  reference  facilities maintained by the
Commission  at  450  Fifth  Street,  N.W.  Washington  D.C.  20549.             

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been  authorized by the Company. This prospectus does not constitute an offer or
a  solicitation  by  anyone  in  any state in which such is not authorized or in
which  the  person  making  such is not qualified or to any person to whom it is
unlawful  to  make  an  offer  or  solicitation.                                

Neither the delivery of this prospectus nor any sale made hereunder shall, under
any  circumstances,  create  any implication that there has not been a change in
the  affairs  of  the  Company  since  the  date  hereof.                       

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 TABLE OF CONTENTS

INFORMATION  REQUIRED  IN  THE  SECTION  10(a)  PROSPECTUS                   6  

Item  1.  Stock  Plan  Information.                                          6  

Item  2.  Registrant Information and Employee Plan Annual Information        7  

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                      7  

Item  3.  Incorporation  of  Documents  by  Reference                        7  

Item  4.  Description  of  Securities                                        8  

Item  5.  Interests  of  Named  Experts  and  Counse                        l8  

Item  6.  Indemnification  of  Officers,  Directors,  Employees  and            
        Agents; Insurance                                                  8

Item  7.  Exemption  from  Registration  Claimed.                           10  

Item  8.  Exhibits                                                          10  

Item  9.  Undertakings.                                                     10  

SIGNATURES                                                                  12  

EXHIBIT  INDEX                                                              12  

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PART 1
 INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS

ITEM  1.  STOCK  PLAN  INFORMATION.                                             

THE  COMPANY                                                                    

The  Company  has  its  principal  executive offices at 1001 W. Cheltenham Ave.,
Melrose  Park,  PA  19027.  The  Company's  telephone  number is (215) 782-8201.

PURPOSE                                                                         

The  Company  will  issue  common  stock  to  certain  employees and consultants
pursuant  to  agreements entered into between these persons and the Company, and
pursuant  to  the Stock Plan, which have been approved by the Board of Directors
of  the  Company.  The  agreements  and the Stock Plan are intended to provide a
method  whereby the Company may be stimulated by the personal involvement of the
Participants  in  our  future prosperity, thereby advancing the interests of the
Company, and all of our shareholders. A copy of the Stock Plan has been filed as
an  exhibit  to  this  registration  statement.                                 

COMMON  STOCK                                                                   

The  Board  has  authorized the issuance of up to 4,000,000 shares of the common
stock  to  the  persons  covered  by  the  Stock Plan upon effectiveness of this
registration  statement.                                                        

THE  PARTICIPANTS                                                               

The  Company  relies  on  employees  and  a  variety  of  outside or independent
consultants  for  a  variety  of  services  from  time  to time. In exchange for
employee  and  consulting  services that benefit us, we anticipate entering into
agreements  whereby our Participants agree to provide their expertise and advice
to  the  Company for the purposes set forth in their agreements and we intend to
compensate  them  for  their  services  under  the  terms  of  the Stock Plan by
delivering  shares  of  our  common  stock to them in lieu of cash compensation.

NO  RESTRICTIONS  ON  TRANSFER                                                  

The  Participants  will become the record and beneficial owners of the shares of
common stock upon issuance and delivery and are entitled to all of the rights of
ownership,  including  the  right  to  vote  any  shares  awarded and to receive
ordinary  cash  dividends  on  the  common  stock.                              

TAX  TREATMENT  TO  THE  PARTICIPANTS                                           

The  common  stock is not qualified under Section 401(a) of the Internal Revenue
Code.  The  Participants,  therefore,  will  be  required for federal income tax
purposes  to  recognize  compensation                                           

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during the taxable year of issuance unless                                      
the  shares are subject to a substantial risk of forfeiture. Accordingly, absent
a  specific contractual provision to the contrary, the Participants will receive
compensation  taxable  at  ordinary  rates equal to the fair market value of the
shares  on  the  date  of  receipt  since  there  will be no substantial risk of
forfeiture  or  other  restrictions  on  transfer. The Participants are urged to
consult  each  of  their  tax  advisors  on  this  matter.                      

TAX  TREATMENT  TO  THE  COMPANY                                                

The  amount  of  income recognized by any recipient hereunder in accordance with
the  foregoing  discussion  will  be a tax deductible expense by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient  recognizes  income.                                                  

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION     

Not  Applicable.                                              

 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.                          

The  following  documents filed with the Securities and Exchange Commission (the
"Commission")  by Cintel Corp., a Nevada corporation, are incorporated herein by
reference:                                                                      

a)     The  Company's  latest  Annual  Report  on Form 10-KSB for the year ended
December  31,  2003,  filed  with  the  Securities  and  Exchange  Commission;  

(b)     The  reports  of the Company filed pursuant to Section 13(a) or 15(d) of
the  Securities  Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal  year  ended  December  31,  2003;                                       

(c)     All  other  documents  filed  by  the  Company  after  the  date of this
Registration  Statement  pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange  Act,  prior  to  the  filing  of  a  post-effective  amendment to this
Registration  Statement which de-registers all securities then remaining unsold,
shall  be  deemed to be incorporated by reference in this Registration Statement
and  to  be  a  part  hereof  from  the  date  of  filing  such  documents.     

ITEM  4.  DESCRIPTION  OF  SECURITIES.                                          

Not  applicable.                                              

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.                          

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None                                                                            

ITEM  6.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES  AND  AGENTS; 
INSURANCE.                                                                      

Section  78.7502  of  the  Nevada  Revised  Statutes  provides:                 

Discretionary  and  mandatory  indemnification of officers, directors, employees
and  agents:  General  provisions.                                              

1.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of the corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other  enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with the action, suit or proceeding if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  no  reasonable  cause to believe his conduct was unlawful. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

2.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the fact that he is or was a director, officer, employee or agent of
the  corporation, or is serving at the request of the corporation as a director,
officer,  employee  or  agent of another corporation, partnership, joint venture
trust or other enterprise against expenses, including amounts paid in settlement
and  attorneys'  fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation.  Indemnification may not be made for any claim,
issue  or  matter  as  to  which  such  a person has been adjudged by a court of
competent  jurisdiction  after exhaustion of all appeals therefrom, to be liable
to  the  corporation or for amounts paid in settlement to the corporation unless
and only to the extent that the court in which the action or suit was brought or
other  court  of competent jurisdiction determines upon application that in view
of  all  the  circumstances  of  the  case,  the person is fairly and reasonably
entitled  to  indemnity  for  such  expenses  as  the  court  deems  proper.    

3.     To  the  extent  that  a  director,  officer,  employee  or  agent  of  a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall                      

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indemnify him against                                                           
expenses,  including  attorneys'  fees,  actually  and  reasonably  incurred  by
him  in  connection  with  the  defense.                                        

The  foregoing  indemnification provisions are broad enough to encompass certain
liabilities  of  directors  and  officers  of  Company  under the Securities and
Exchange  Act  of  1933.                                                        

INSOFAR  AS  INDEMNIFICATION  FOR  LIABILITIES  OCCURRING  PURSUANT  TO  THE    
PROVISIONS  OF  THE  SECURITIES  ACT  OF 1933 MAY BE PERMITTED AS TO  DIRECTORS,
OFFICERS,  OR  PERSONS  CONTROLLING  THE  COMPANY  PURSUANT  TO  THE  FOREGOING 
PROVISIONS,  THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND  EXCHANGE  COMMISSION,  SUCH  INDEMNIFICATION  IS  AGAINST  PUBLIC POLICY AS
EXPRESSED  IN  THAT  ACT  AND,  THEREFORE,  IS  UNENFORCEABLE.                  

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.                               

Not  applicable.                                                      

ITEM  8.  EXHIBITS.                                                             

(a)     The  following exhibits are filed as part of this registration statement
pursuant  to  Item  601  of the Regulation S-K and are specifically incorporated
herein  by  this  reference:                                                    

Exhibit  No.                               Title                                
___________  ________________________________________________________________   

5.1         Legal  opinion  of  Gary  R.  Henrie,  Esq.                       

10.1         2004  Compensation  Plan  for  Employees  and  Outside Consultants 

23.1         Consent  of  Gary  R.  Henrie,  Esq.  (Exhibit  5.1)               

23.2         Consent  of  SF  Partnership,  LLP.,  Chartered  Accountants       

ITEM  9.  UNDERTAKINGS.                                                         

The  undersigned  registrant  hereby  undertakes:                               

(1)     To  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;                                                                

     (ii)     reflect  in  the  prospectus any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or                                   

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in  the  aggregate,  represents a                                               
fundamental  change  in the information set forth in the registration statement;

     (iii)     include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in  this registration statement or any
material  change  to  such  information  in  this  registration  statement.     

Provided,  however,  that  paragraphs  (1)(i) and (1)(ii) shall not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  incorporated  by  reference  from  periodic reports filed by the
registrant  pursuant  to  section  13  or  section  15(d)  of  the  Securities  
Exchange  Act  of  1934  that  are incorporated by reference in the registration
statement.                                                                      

(2)     That,  for  the  purpose  of  determining  any liability pursuant to the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the                   securities  offered
therein,  and  the  offering  of  such  securities offered at that time shall be
deemed  to  be  the  initial  bona  fide  offering  thereof.                    

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.                                                                       

(4)     To  deliver or cause to be delivered with the prospectus, to each person
to  whom  the  prospectus is sent or given, the latest annual report to security
holders  that  is  incorporated  by  reference  in  the prospectus and furnished
pursuant  to  and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act  of  1934;  and,  where  interim financial information
required  to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus,  to  deliver,  or  cause  to be delivered to each person to whom the
prospectus  is  sent  or given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus to provide such interim financial
information.                                                                    

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

The  undersigned  hereby  undertakes  that,  for  purposes  of  determining  any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating                                           

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to the securities offered therein, and the                                      
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.                                                        

SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned  thereunto duly
authorized  in  Seoul,  Korea  on  this  11th  day  of  May,  2004.             

CINTEL  CORP.                           
(Registrant)                            

/s/ Sang Don Kim                        
----------------------------------      
Sang  Don  Kim                          
Chief  Executive  Officer               

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated.                                                                

SIGNATURES               TITLE                    DATE                          
________________________________________________________________________________

/s/ Sang Don Kim             Principal Executive Officer          May 11, 2004  
Sang  Don  Kim               Director                                           

/s/ Winslow K. Kang          Principal Financial Officer          May 11, 2004  
Winslow  K.  Kang            Principal  Accounting  Officer                     

 INDEX TO EXHIBITS

Exhibit  No.                               Title                                
___________  ________________________________________________________________   

5.1       Legal  opinion  of  Gary  R.  Henrie,  Esq.                   

   10.1       2004  Compensation  Plan  for  Employees  and  Outside Consultants

23.1       Consent  of  Gary  R.  Henrie,  Esq.  (Exhibit  5.1)           

23.2       Consent  of  SF  Partnership,  LLP.,  Chartered  Accountants   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		5/19/04
		5/11/04		3		11
		4/30/04		2
		12/31/03		7					10KSB,  NT 10-K
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