##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB



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Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934



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For the Fiscal Year Ended June 30, 2002

Commission File No. 0-24448

CINTECH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|Ohio                                     |  | 31-1200684                          
|                                         |  |                                     
|(State of Incorporation)                 |  | (I.R.S. Employer Identification No.)
|                                        
|4747 Lake Forest Drive
Cincinnati, Ohio  |  | 45242                               
|                                         |  |                                     
|(Address of principal executive offices) |  | (Zip Code)                          

Registrants telephone number, including area code: 513-731-6000



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Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

None



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Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days:

Yes X   No





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TABLE OF CONTENTS



|                                                   |                                                                                                                          |  |  |  |  |  |  | 
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I                                            
|                                                   | Item 1. Description of Business.                                                                                        
|                                                   | Item 2. Description of Property.                                                                                        
|                                                   | Item 3. Legal Proceedings.                                                                                              
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders.                                                            
|PART II                                           
|                                                   | Item 5. Market for Common Equity and Related Stockholder Matters.                                                       
|                                                   | Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations.                          
|                                                   | Item 7. Financial Statements.                                                                                           
|                                                   | Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.                           
|PART III                                          
|                                                   | Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance With Section 16(a) of the Exchange Act.
|                                                   | Item 10. Executive Compensation.                                                                                        
|                                                   | Item 11. Security Ownership of Certain Beneficial Owners and Management.                                                
|                                                   | Item 12. Certain Relationships and Related Transactions.                                                                
|                                                   | Item 13. Exhibits and Reports on Form 8-K.                                                                              
|                                                   | Item 14. Controls and Procedures.                                                                                       
|                                                   | SIGNATURES                                                                                                              
|                                                   | CERTIFICATIONS                                                                                                          
|EX-10.1  Lease                                    
|EX-10.2  Lease                                    
|EX-10.3  Addendum                                 
|EX-10.4  Addendum                                 
|EX-10.5  Master Equipment Lease                   
|EX-10.6  Addendum to Master Equipment Lease       
|EX-10.7  Amend. to Addendum to Master Equip. Lease
|EX-13  Annual Report                              
|EX-23.1  Independent Auditors Consent             
|EX-99  Section 906                                



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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B (§228.405 of this Chapter) is not contained herein, and
no disclosure will be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB [ X ].

All amounts specified in this Annual Report are in U.S. Dollars, unless
otherwise specified herein.

The registrants revenues as of June 30, 2002 were $6,240,317.

The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant as of June 30, 2002 was $1,747,877.

The outstanding voting securities of the registrant at the close of
business on June 30, 2002 were 12,329,227 shares of Common Stock without par
value.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are hereby incorporated by reference herein and
the parts of this Form 10-KSB into which the document is incorporated are shown
beside the respective documents:

| |  |   |  |                                                                                              |  |                    
| |  | - |  | -------------------------------------------------------------------------------------------- |  | -------------------
| |  |   |  | Document                                                                                     |  | Part               
| |  |   |  |                                                                                              |  |                    
| |  | A |  | Registration Statement on
Form 10-SB (Release No.
34-32231), as amended, filed
June 27, 1994 |  | Parts I, II and III
|
|
|
|
| |  |   |  |                                                                                              |  |                    
|
|
|
|
| |  | B |  | Proxy Statement
Filed on or about September 27, 2002                                         |  | Parts II and III   

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PART I

CAUTIONARY STATEMENTS

The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. From time to time, information
provided by Cintech Solutions, Inc. (the Company or Cintech) or statements
made by its directors, officers or employees may contain forward-looking
information, which involve risks and uncertainties. Actual future results may
differ materially. Statements indicating that the Company expects,
estimates, believes, is planning or plans to are forward-looking, as
are other statements concerning future financial results, product offerings or
other events that have not yet occurred. There are several important factors,
which could cause actual results, or events to differ materially from those
anticipated by the forward-looking statements. These and other risks are
detailed on pages 17 through 19 in this annual report under Risks Related to
the Companys Business. Although the Company has sought to identify the most
significant risks to its business, the Company cannot predict whether, or to
what extent, any of such risks may be realized nor can there be any assurance
that the Company has identified all possible issues, which the Company might
face.




Item 1. Description of Business.

Cintech Solutions was incorporated by means of Articles of Incorporation filed
under the laws of the State of Ohio on March 20, 1987. The Company has
operated continuously since that time and grown through internal development of
an array of computer software products. The Company has not experienced any
bankruptcy or similar proceedings, nor has it been involved in any merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business. The Companys shares are registered on the
Toronto Stock Exchange (TSX) and are traded under the symbol CTM.

Cintech Solutions creates software tools for the small to medium size
businesses that intelligently connect customers to informed resources and
deliver management information for improved service, decision-making and
profitability.

Cintech believes that its indirect sales model enables the company to provide
expert sales and service support at the local customer level while maintaining
an efficient and highly leveragable corporate cost structure. Cintechs
product offerings have evolved from telephony based contact center solutions to
interactive management solutions that can connect to a variety of telephony and
data networks.

Cintech Solutions is a leader in call center systems. Cintech Solutions
partners with Nortel Networks, Verizon, SBC, Bell Canada and other
telecommunications leaders to market and distribute certain of its products and
services. The company has a distribution agreement with IBM as well, but has
realized no revenues from such agreement to date.

Cintechs newest product, NetVIA, is an e-contact center solution. NetVIA
unifies multiple channels of communications  voice, fax, e-mail and Web
interactions  for effective communications and management information. It
connects resources from different locations to create a virtual, networked
e-contact center.

Cintechs strategy is to further develop and maintain its leadership position
as a provider of contact center solutions, and to expand its market
opportunities by licensing its core interaction management technologies. The
key objectives of its strategy include:



| |  |  | Multichannel contact centers  Expand market leadership in contact
centers through the delivery of the NetVIA e-contact center
application. Cintech is pursuing relationships with distributors and
partners throughout North America.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  | Voice-only contact centers  Maintain its market share leadership
and revenue stream from its voice-only contact center applications by
delivering ongoing product enhancements and distributor programs and
support.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Support services  Broaden its service offerings in response to the
growing need for expert services in evolving from voice-only contact
centers to multichannel contact centers.                                    
|
| |  |  | Technology licensing  Expand its market by licensing Cintechs
core interaction management technology to both vertical market
application developers and to broader e-business application
developers.              

Customers of Cintechs contact center software applications range from Fortune
1000 companies through entrepreneurial start-ups. Some of the Companys
customers include American Express, Bank of America, Borders Bookstores, Budget
Rent-a-Car, Carlson Wagonlit Travel, Chrysler Corporation, CIBC, Johnson &
Johnson, Merrill Lynch, Motorola, The North Face, Royal Bank of Canada, The
Sharper Image, Snap-On Tools of Canada, Stanford University and Yellow Cab.

INDUSTRY BACKGROUND

The Company operates in the communications industry, which is undergoing
profound change as the Internet, the convergence of voice and data networks,
and the proliferation of e-business revolutionize the landscape. A new world
communications model has emerged that encompasses Web, e-mail, fax and voice
interactions. The Company believes this new model for interacting with
customers and partners represents significant opportunity to create
comprehensive technology solutions for evolving e-businesses. The Companys
ability to participate in this emerging market opportunity is dependent upon
establishing distribution for its NetVIA e-contact center application. In
addition, the Company uses projections and estimates from industry analysts and
researchers about market size and opportunity in developing its business
strategy; actual results or events could differ.

CONVERGENCE OF VOICE AND DATA

Technologies such as H.323 (Voice Over Internet Protocol  VoIP) enable
convergence of voice and data networks, which were historically separate
entities, into a single, efficient network. In this environment, voice can be
digitized into packets and sent over the data network. This allows voice to be
handled similarly to e-mail and Web interactions. Additionally, remote workers
and multiple locations can be cost effectively networked for both voice and
data interactions.

THE E-BUSINESS PROLIFORATION AND THE NEED FOR SERVICE

The proliferation of the Internet and its inherent capabilities has spawned
e-business and e-commerce, where customers, partners and employees can
efficiently conduct business using the Internet as the backbone. E-businesses
require new tools to support this infrastructure.

Although capital spending on technology products and services has declined over
the last year, the Company believes that as e-business proliferates, the need
for high level, personalized service for tech savvy customers and partners will
become increasingly important. In the new model for communications, customers,
business partners and employees are routinely interacting through multiple
channels of communication  voice, e-mail, fax and Web.

VIRTUAL CONTACT CENTER EMERGENCE

Prior to the convergence of voice and data, the limitations of voice technology
meant that a contact center had to be centrally located with all of the
employees physically situated in one location. One of the inherent benefits of
a converged voice and data network based on IP technology is that
decentralized, virtual contact centers are now feasible and affordable for
businesses of all sizes. A virtual contact center connects employees who may
be physically located anywhere into a single entity for contact handling,
reporting and

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management. A virtual contact center could, for instance, consist of 50 agents
in one location or 50 locations each with one agent  the customer experience
would be the same.

FROM CALL CENTER TO CONTACT CENTER: A TRANSFORMATION

In the 1970s businesses began operating call centers which revolutionized how
businesses operated, and redefined customer service. Call centers held the
promise of improved customer satisfaction, increased revenues, reduced costs
and higher profitability by conducting business over the telephone instead of
through costly face-to-face contact. This was the first critical step in
providing the convenience, access and information that customers not only
expect, but demand from almost every type of business today. For the next 20
years, call centers were the domain of larger organizations because of the
prohibitive cost and large-center focus of the existing technology.

In the early 1990s, Cintech developed PC-based call center solutions that made
it feasible for businesses of any size to deploy call center technology  from
the small start-up business to the Fortune 1000 with hundreds of remote branch
offices. Cintech partnered with Nortel Networks to deliver its portfolio of
solutions for the Norstar business communications system that was, and still
is, targeted to small and mid-size call centers.

Through Nortel Networks, Cintech is partnered with authorized distributors of
Norstar such as NextiraOne, SBC, Verizon and Bell Canada. Today, with more
than 11,000 units shipped, Cintech is a leading provider of voice-only contact
center solutions to the small to mid-size market. The Company believes the
voice-only contact center market will decline over the next few years, while at
the same time, the market for multichannel contact centers will grow
significantly.

MARKET DRIVERS FOR THE E-CONTACT CENTER

With the adoption of the e-business model, businesses evolve from voice-only
contact centers to multichannel contact centers. As a critical element of an
organizations e-business strategy, the e-contact center enables an enterprise
to respond efficiently, and in a consistent, uniform manner to voice, Web,
e-mail and fax interactions, and to reach across the enterprise to connect the
customer with the best resource to meet their need. In addition to this
customer-driven multichannel communication need, there are a number of other
market drivers that are accelerating the migration to the e-contact center.

Adoption of the Internet/high speed bandwidth- Increased competition from
cable modem and DSL (Digital Subscriber Line) services have made high speed
broadband accessible for an increasing number of households and businesses in
the U.S. and abroad. Increased use of the Internet means that businesses must
be equipped to interact electronically (i.e., by e-mail and by Web) to compete
in an e-business environment.

Distributed enterprises- Employees are not always located in a single
building, much less in the same city, state or even country. Often the
individuals most qualified to work with a set of customers are dispersed
throughout different offices or are working at home. The e-contact center
supports a virtual environment allowing customer contacts to be distributed to
contact center agents regardless of where they are physically located.

Organization trends Attracting and retaining talented contact center
employees is an ongoing challenge for most organizations. The virtual
e-contact center, because it can deliver customer contacts anywhere on the
network, enables an enterprise to offer a number of flexible work options:



| |  |  | Work-at-home                                                            
| | - |  | ------------------------------------------------------------------------
|
| |  |  | Telecommuting                                                           
|
| |  |  | Flextime                                                                
|
| |  |  | Multiple remote contact centers versus large centralized contact centers

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High level focus on customer service- The need to deliver a high level of
customer service and to build loyalty for repeat business  particularly among
Internet users who are only a click away from a competitors site  is
driving organizations to implement e-contact centers. As organizations deliver
a higher level of customer service, they will want to deliver the service in a
cost efficient manner.

THE E-CONTACT CENTER AND CUSTOMER RELATIONSHIP MANAGEMENT (CRM)

The e-contact center plays an important role in CRM. It is the front-door or
entry into a business and provides the core capabilities for how and when an
enterprise interacts with its customers. The e-contact center has the
capabilities to exchange information with the CRM databases, providing detailed
information on each customer interaction, and receiving database information
from other applications for display on the desktop of the contact center
employee.

CINTECH APPLICATIONS

The Company develops and markets technology and services in the following
categories:



| | 1. |  | Multichannel e-contact center
| | -- |  | -----------------------------
|
| | 2. |  | Voice-only contact centers   
|
| | 3. |  | Services                     
|
| | 4. |  | Technology licensing         

A multichannel contact center application expands the basic functionality of
the voice-only contact center to incorporate multiple options for interacting
including voice, e-mail, fax and Web. The e-contact center distributes
contacts to resources that can be located anywhere in the enterprise, not just
in a single location. With multichannel and virtual environment capabilities,
business information becomes increasingly important. The e-contact center
application provides integrated management information in both real-time and
historical formats on all channels of contact throughout the center. The
e-contact center solution is an IP-based application and as such can run on
open platforms and is switch independent.

A voice-only contact center application is a specialized software call
management system, which answers, queues and routes incoming telephone calls.
It plays announcements to callers, encouraging them to hold until an agent (a
person qualified to take the call) is available. It also provides statistics
about the status of agents and callers waiting and provides specialized
management information reports.

Services encompass the suite of services provided to both distributors and
end-users. Services such as contact center configuration, installation, and
training ensure that the contact center is operating efficiently and
effectively.

Technology licensing focuses on exploiting the core technology of Cintechs
software applications by licensing it to other developers of vertical market
and broader e-business solutions. In this environment, Cintechs technology
may be embedded in third party solutions or offered as an add-on module.

1. MULTICHANNEL e-CONTACT CENTER APPLICATIONS

In November 1999, Cintech announced its next generation of applications  the
NetVIA e-contact center.

NetVIA is:



| |  |  | A multichannel e-contact center solution capable of handling voice,
e-mail, fax and Web interactions
| | - |  | ----------------------------------------------------------------------------------------------------
|
| |  |  | Location neutral                                                                                    
|
| |  |  | A true IP-based solution                                                                            
|
| |  |  | Designed for enterprises with:                                                                      

|  |  |                                                                                
|- |  | -------------------------------------------------------------------------------
| |  | Voice, e-mail, fax and Web interactions with customers, partners and employees.
| 
| 
| 
| 
| |  | Multiple remote offices or work-at-home environments.                          
| 
| 
| 
| 
| |  | Requirements for e-service.                                                    
| 
| 
| 
| 
| |  | Existing voice-only contact centers that need to evolve to multichannel.       

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COMPETITIVE ADVANTAGES FOR MULTICHANNEL E-CONTACT CENTER APPLICATIONS

Integrated multichannel contact control- NetVIA delivers comprehensive control
over multiple contact types (voice, e-mail and web collaboration.) Skills
based routing, automated response and text/voice announcements provide
consistent handling regardless of contact type.

Integrated management information- Comprehensive historical reports and
dynamic real-time status displays deliver critical e-contact center
information. NetVIAs integrated approach allows information to span contact
types, users, groups, queues and physical locations. Additionally, the ability
to trigger alarms based on user-defined thresholds allows management to quickly
identify and respond to potential areas of concern. NetVIAs reports and
real-time status information are delivered to any desktop with secure access.

Ease of use & convenient administration & maintenance Since NetVIAs users
may be located in remote offices, NetVIA was deliberately architected to be
easy to use, learn, configure and maintain. NetVIAs architecture allows
multiple individuals in the organization to participate in the administration
and maintenance of the e-contact center right at their desktop or from remote
locations. Designed with security in mind, NetVIA can be configured so that
only qualified individuals in the organization are authorized to make changes.

IP foundation with open standards- NetVIA is built upon an IP foundation with
open standards, enabling integration with other applications and systems.
NetVIA leverages existing investments in voice and data networks because it can
be deployed across a broad spectrum of existing technology platforms. NetVIA is
indifferent to the underlying data transport technology  Frame Relay, ATM,
T-1/T-3, DSL, and cable modems are all supported.

Flexible & scalable- NetVIAs design is flexible and scaleable to enable an
organization to evolve to an e-contact center. Depending on its needs, a
business can deploy the full solution with integrated multichannel
capabilities, or implement channels in stages. This flexible implementation
design enables an organization to add new channels, such as e-mail and Web,
while keeping the existing voice-only contact center intact. NetVIA is also
scalable, enabling an organization to expand its contact center to match its
growth. The flexibility and modularity of NetVIA make it a cost effective
solution for organizations that want to maximize investments in existing
technologies while gaining the strategic value of a multichannel contact
center.

Systems compatibility NetVIA includes a facility for integration between
NetVIA and third party applications. This component allows NetVIA to share
information and history on every interaction with other applications. Also, it
allows NetVIA to receive information from other applications so that customer
database information can be displayed on the contact center agents desktop.

2. VOICE-ONLY CONTACT CENTER APPLICATIONS

Cintech markets a suite of voice-only contact center or call center solutions
to the small to mid-size market that are developed uniquely for Nortel
Networks Norstar business communication system:



| |  |  | CINPHONY- Introduced in 1991, CINPHONY is targeted to a
sophisticated small to mid-size call centers with advanced needs.
Reporting, enhanced management features, and capacities often become
the critical sales elements.                                                                                   
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |  | The CINPHONY user may have experience with call center applications in a
large call center within the organization and desires that same level of
capability in smaller areas such as departments or branch offices. Or,
CINPHONY may be used by a small or mid-sized company with high-end call
center needs.
|
| |  |  | PRELUDE- Introduced in 1993, PRELUDE is a mid-range solution with
full call center capabilities, including advanced call routing and
management information. Like CINPHONY, PRELUDE users                                                                                                                     

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| |   |  | may have a start-up call center or may have experience with call center
applications in a larger call center within the organization and want
that same level of capability in smaller areas. PRELUDE and CINPHONY
differ primarily in system capacities (15 agents and 4 groups versus 80
agents and 24 groups respectively) and feature sets, with CINPHONY
offering more advanced functionality. Reporting often becomes PRELUDEs
critical sales element, especially when migrating from MINUET.                                                                                                                                                                                                                              
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | MINUET- Introduced in 1997, MINUET is targeted at small call
centers with basic call routing and statistical needs. MINUET offers a
straightforward feature set and affordability for even the smallest
center. Many departments, branch offices and small businesses do not
believe they are candidates for call centers. Call centers have
historically been viewed as affordable only by large organizations. In
July 1998, Cintech and Nortel Networks began packaging MINUET with
every Norstar Voice Mail. This is consistent with the Companys
strategy to introduce users with less sophisticated requirements to
call center technology with MINUET and then upgrade them to PRELUDE and
CINPHONY as their needs expand.

Cintechs call center solutions for Norstar have been shipped to more than
11,000 customers, making Cintech a leading provider of voice-only contact
center systems with fewer than 75 agents.

BENEFITS OF CINTECHS VOICE-ONLY CONTACT CENTER APPLICATIONS

Access to management information- To address the critical importance of
management information for a voice-only call center, PRELUDE and CINPHONY
provide real-time and historical statistics and reporting as a standard product
offering. MINUET also offers limited statistics. Local Area Network (LAN) and
remote access via a standard Internet browser is available through INFOCUS, an
add-on module.

Simple migration & pricing to accommodate growth- Cintechs call center
solutions are designed to accommodate business growth. A structured migration
path allows a business to upgrade easily from MINUET to PRELUDE to CINPHONY via
simple software installations. Additionally, Cintechs solutions are priced by
system rather than by agent seat which is the industry norm. This allows a
fast-growing company to add new agents up to the systems capacity, without
investing additional new dollars for each new agent.

Comprehensive & robust- Unlike other voice-only call center providers that
offer products designed as separate, distinct modules, Cintechs call center
solutions are designed and developed as a single, tightly integrated bundle of
applications. The Companys call processing, announcement, status display,
reporting and administration functionality work seamlessly as a unified system.
This provides users with cohesive features and functionality in one solution.

Tight integration The Companys voice-only call center solutions are uniquely
designed as integrated applications for the Norstar telephone system. By
writing its applications using Norstars Open Application Interface, the
Company achieves the tightest level of application integration possible. For
example, supervisors can record and change announcements, monitor and/or join a
call, or review call center statistics (MINUET only), all from their telephone
set. Agents can login and logout, record a call, ask a supervisor for
assistance, and enter category codes for calls from their telephone set. All
the features of the Norstar are available; the call center application adds new
functionality.

Advanced call routing & handling- The routing and handling of customer calls
is the primary objective for any call center. Cintechs voice-only call center
solutions provide intelligent call routing and handling to the small to
mid-size entity, enabling businesses to answer more calls, reduce abandoned
calls, cut hold times and improve customer service.

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3. SERVICES

Contact centers have gained mission-critical status within many companies. As
a result, the implementation, management and maintenance of the center are as
important, if not more important, than the technology itself. It is this
philosophy that underscores the Companys ongoing commitment to ensuring
customer success. Cintech support services programs facilitate the
implementation, management and maintenance processes attendant with its voice
only call center solutions. These support services allow customers to
capitalize on Cintechs vast, in-depth knowledge of the unique business
requirements and environments of mid-size and smaller centers.

Cintechs support services provide:



| |  |  | Implementation Services- Cintech, as the developer and primary
expert in its own applications, supplements the services of its
distributors. Cintech offers the following services:
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  |  |                                           
|- |  | ------------------------------------------
| |  | On-site installation and testing          
| 
| 
| 
| 
| |  | Application configuration and verification
| 
| 
| 
| 
| |  | Training and certification of personnel   



| |  |  | Training and Education- Cintech provides comprehensive technical
and operational training of end-users and distributors. Experience has
shown that many customers look for additional training once the system
is installed and operational. This need comes from changes in
personnel, expanded application development and the desire to
understand the software capabilities more thoroughly to improve
efficiencies of operation. Additional training on report generation
and analysis is also key to most organizations for use in business
decisions and for managing and growing the business.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company believes that as organizations transition from voice-only contact
centers to multichannel contact centers, many will require outside assistance
and expertise to help manage the transition. This segment of the business will
expand to meet this growing need for expert services.

4. TECHNOLOGY LICENSING

The Company believes opportunity for growth exists through the licensing of its
core interaction management technology. The capability of intelligently
routing contacts across a data network may have application in customized
solutions for a variety of vertical markets as well as broader e-business
solutions such as Customer Relationship Management (CRM), workforce management,
and Enterprise Resource Planning (ERP).

The Company is pursuing technology licensing as a line of business with growth
potential. It sees opportunity for its interaction management technology to be
licensed in a number of ways:



| |  |  | Embed the core contact center technology into a broader end-user
application where NetVIA is a component of a larger solution          
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Offer technology components, such as e-mail, voice, Web and
reporting as optional modules that can be integrated into a larger
solution

DISTRIBUTION & MARKETING STRATEGY

The Companys ability to effectively reach the diverse target market for its
contact center solutions requires building a distribution network with broad
geographic reach and strong sales and marketing capabilities.

Cintech currently has an extensive distribution network established for its
voice-only contact center solutions, primarily through its partnership with
Nortel Networks. The Companys ability to extend  and expand  its
distribution network to include NetVIA is a critical factor in the Companys
business strategy.

The Companys strategy is to partner with industry leaders, leverage the
strengths of both companies, and deliver practical, comprehensive solutions.
Accordingly, Cintech is pursuing distribution partners who are

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equipped to address the higher level of expertise and service that is required
to deploy NetVIA. Often, the distributor will be required to augment the
internal technical support of the end-user organizations, especially as
enterprises evolve to a converged voice and data network, and manage and
support multiple remote offices.

By combining its applications with the hardware, transport, services and
distribution capabilities of its partners, Cintech is able to create
comprehensive, end-to-end solutions.

Nortel Networks Cintech has a long relationship with Nortel Networks.
Cintechs suite of voice-only contact center solutions  CINPHONY, PRELUDE and
MINUET  designed uniquely for Nortel Networks Norstar telephone switch, are
distributed and marketed by Nortel Networks. Cintechs applications, combined
with Nortels switching hardware, are widely used solutions in the small to
mid-size call center market.

In April 1991, Cintech began shipping CINPHONY, its full-featured call center
solution for Norstar. This was followed by the introduction of PRELUDE in
1993, a mid-level offering, and then by MINUET in 1997, an entry-level
offering. Prior to 1996, Cintech worked directly with the authorized Norstar
distributors to sell and service its applications.

Cintech and Nortel entered into a joint marketing and distribution arrangement
in April 1996. Under the arrangement, Cintechs call center applications are
included in the Nortel product catalog and marketed jointly through Nortels
distribution network. This significantly increased penetration of Cintechs
applications as Nortel took a more active role in selling and marketing the
solutions.

Others With the introduction of NetVIA and its underlying open architecture,
the potential for additional technology partners increases. Cintech will
pursue future relationships in an effort to further expand the market for its
solutions and to create new solutions designed to meet the markets needs.

DISTRIBUTION PARTNERS

Distribution is a major competitive advantage for Cintech. Broad distribution
coverage is critical to reaching Cintechs large and diverse target market that
encompasses both small and mid-size businesses as well as larger organizations
with multiple contact centers. Currently, Cintech is partnered with numerous
leading distributors in the U.S. and Canada to market and support its contact
center solutions including NextiraOne (formerly Williams Communications), SBC,
Verizon, and Bell Canada as well as hundreds of other smaller distributors.
Cintech and the distributors work jointly to provide the necessary support
services such as installation, training and maintenance. Cintech has a strong
working history with many of its distributors, complementing the services and
expertise of the respective companies.

Where customers go to buy solutions in the new world of global communications
- Companies within the traditional telecommunications and data networking
industries are converging and merging. This changing, evolving landscape is
providing opportunity for Cintech to broaden its current distribution
relationships and develop new ones.

The convergence of voice and data is a new frontier for many organizations;
they are looking to their distributors for knowledge and insight. As a result,
leading telecom distributors have restructured their organizations to encompass
data expertise and leading data distributors have done the same by adding
telecom expertise. As telecom and data communications converge, Cintech is
partnering with both types of organizations, which will in turn broaden its
market coverage.

Cintechs indirect sales model is dependent on the success of distributors.
Therefore, while distribution is one of its key strategic advantages, the
Companys reliance on distribution is also one of its risk factors.

10



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##### Table of Contents



COMPETITIVE POSITION

The competitive landscape for voice-only contact centers, and particularly now
for multichannel e-contact centers, has become more intense due to the markets
attractive growth. The market for the Companys products is characterized by
rapidly changing technology and evolving industry standards. The industry also
involves a number of risks, some of which are beyond the Companys control.

For its voice-only contact center solutions, Cintech competes with numerous
vendors, including Aspect, Avaya, eOn, Interactive Intelligence, NEC, Nortel
Networks, Rockwell, Siemens and Toshiba. The Company believes that telephone
switching equipment has become somewhat of a commodity, and those software
applications, like Cintechs contact center solutions, differentiate the
overall solution.

The market for the NetVIA e-contact center solution is and will continue to be
highly competitive as new companies enter this space and established companies
merge. Among companies offering competitive products are Apropos Technologies,
Cosmocom and Interactive Intelligence. Vendors are approaching the market in
a number of ways. Some of the relevant business models include:



| |  |  | POINT APPLICATIONS address single channel capabilities such as
Web-enabling or e-mail management systems                                     
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | ALL-IN-ONE SOLUTIONS include both applications plus voice switching
infrastructure, thereby displacing existing telephony switching
equipment
|
| |  |  | IP-BASED SOLUTIONS reside on the data network enabling a virtual environment.                                                                
|
| |  |  | ASPs (Application Service Providers) lease the application software                                                                        

Several of the Companys current and potential competitors have greater
financial, marketing and technical resources than the Company. In addition,
the Company leverages and relies on its product partners, such as Microsoft
(SQL Server) and Radvision (H.323 Protocol Stack and Gatekeeper), and extensive
distribution channel partners to deliver product to market. While the
Companys competitiveness depends on its ability to enhance its existing
products and to offer new products on a timely basis, the long term success of
the Companys products is based on a number of factors, including: product
features, performance, ease-of-use, reliability, financial strength,
compatibility, brand name recognition, product reputation, levels of
advertising, pricing, merchandising and training, quality customer support,
excellence and timeliness of product upgrades, the capability of the Company to
introduce complementary new products, the effectiveness of its product and
distribution partners, and, ultimately, continued market growth and acceptance.

It is uncertain whether the Company can maintain its competitive position
against current and potential competitors, especially those with significantly
greater financial, marketing, service, support, distribution, technical and
other resources. There can be no assurance that the Company will be able to
compete successfully against current and future competitors or that competitive
pressures and market factors faced by the Company will not have a material
adverse effect on the Companys business, financial condition and results of
operations.

CUSTOMER SERVICE & SUPPORT

A contact center is critical to a companys ability to respond to its
customers. When a contact center is out of operation, it can be a costly
incident with losses in productivity, revenue, and customer satisfaction. For
these reasons, Cintech is committed to delivering to its customers  both
distributors and end-users  expert service and support, whenever it is needed.

Customer Response Center Cintech is dedicated to delivering technical
support in a way that is most effective for its customers. The Customer
Response Center assures that service experts will be available to quickly meet
customer needs.

11



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##### Table of Contents



The Customer Response Center offers a centralized service resource to channel
partners as well as end users, accessible through a toll free number.
Unlimited technical telephone support from service experts is available Monday
through Friday from 8 a.m. to 9 p.m. EST. After hours emergency support (from
9 p.m. to 8 a.m. weekdays, official holidays, etc.) is available through the
same toll free service.

Software Maintenance Cintechs applications come with a one year Software
Maintenance Plan from date of installation. Software Maintenance provides:



| |  |  | Unlimited access to Customer Response Center                                        
| | - |  | ------------------------------------------------------------------------------------
|
| |  |  | Free software updates                                                               
|
| |  |  | Educational end user communication programs including newsletters and Web resources.

When the first year of Software Maintenance expires, Cintech offers additional
coverage in yearly increments for a fee.

PRODUCT DEVELOPMENT

From its incorporation, Cintech has made substantial investments in the
development of its product lines. The Company has relied on its extensive
customer experiences and a knowledgeable development organization in the
crafting and delivering of its award-winning products. The Company believes
that its future performance depends, in part, on its ability to maintain and
extend its existing product lines to meet an expanding range of customer
requirements and deliver new products that successfully gain market acceptance.
Consistent with this belief, one of the Companys operating practices is to
maintain and enhance its product development organization.

DEPENDENCE ON CUSTOMERS/DISTRIBUTION

Cintech currently derives a significant portion of its revenue from its call
center products that are integrated with the Norstar system. Because of this
product concentration, Cintech would be materially adversely affected if users
of the Norstar system determined to use another system or similar device or if
the Norstar system ceased to be competitive in the marketplace. Consequently,
Cintechs business is, in part, dependent upon the degree of marketing support
and effort provided by Nortel and the various distributors. Most of Cintechs
sales are to large distributors in the telephony industry. For the year ended
June 30, 2002 approximately 69 percent of the Companys sales were made to one
such distributor.

Sources and Availability of Raw Materials/Principal Suppliers

The Company is not dependent upon availability of raw materials for the
distribution and sale of NetVIA products. Hardware components used for
bundling with NetVIA are readily available for open market purchase and the
Company can acquire such components from any number of available primary and
secondary sources. However the companys ability to distribute and sell
Cinphony, Prelude and Minuet is dependent upon the availability of Nortels
Norstar Application Module. Cintechs revenues could be adversely affected by
lack of availability of such Nortel product.

Proprietary Rights

The software programs for CINPHONY and Tele-Series have been copyrighted by the
Company with the United States Copyright Office. The Company has registered
trademarks for NetVIA and MINUET in the United States. In addition to the
registered trademarks, the Company has common law proprietary rights in
trademarks that it uses with respect to CINPHONY, PRELUDE, Tele-Series and
INFOCUS.

Government Impact

The Company knows of no material governmental approvals required for the
development, marketing or sale of the Companys principal products or services.
Likewise, the Company knows of no existing or

12



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##### Table of Contents



probable governmental regulations, which have or would have a material adverse
effect on the operation of the Companys business. Finally, the Company knows
of no material costs or effects of compliance with environmental laws (federal,
state or local) in the operation of its business.

Research and Development

The Companys research and development expenses during each of the last two
fiscal years were as follows: $1,138,000 for the fiscal year ended June 30,
2002, and $1,000,000 for fiscal year ended June 30, 2001. The costs of such
activities are considered overhead items that are reflected only indirectly in
the pricing of the Companys products sold into the market.

Employees

The Company presently has 71 employees, 69 of which are full time. Of these
employees, 20 are involved primarily in sales, marketing and business
development, 15 work on systems support, 23 are involved in product development
and the remaining thirteen are responsible for all management and
administrative functions.




Item 2. Description of Property.

The Companys plant and its executive offices comprising approximately 44,000
square feet are located at 4747 Lake Forest Drive, Cincinnati, Ohio 45242. The
Company leases this facility. The term of the lease began December 2001 with
the Companys occupancy of the facility and expires in November 2011. The
lease calls for escalating lease payments over the term of the lease. Prior
to occupying its current location, the Company leased approximately 21,000
square feet of office space in Norwood, Ohio. The lease for the Norwood office
space expired in April 2002. Total lease payments for the year ended June 30,
2002 amounted to approximately $834,000.

The Company entered lease agreements for office equipment and furniture in
December 2001. These operating leases began in December 2001 and expire in
November 2005 and November 2006, respectively. Total lease payments for the
year ended June 30, 2002 amounted to approximately $205,000.

The Company owns minimum amounts of tangible personal property in the form of
equipment, furniture and fixtures, and inventory (comprised of computer
hardware and literature and other documentation.) The value of these items is
modest in comparison to the value of the Companys overall assets, inclusive of
cash and cash equivalents.

All of the Companys leased premises and tangible personal property are in good
condition.

The Company invests its excess cash in marketable securities (generally U.S.
treasury bills or federal agency notes) and follows a conservative investment
philosophy to protect the principal of such assets.




Item 3. Legal Proceedings.

The Company is not a party to any pending legal proceedings that would have a
material adverse impact on the Companys financial condition or results of
operations.




Item 4. Submission of Matters to a Vote of Security Holders.

The Company has nothing to report under this Item.

13



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##### Table of Contents






PART II




Item 5. Market for Common Equity and Related Stockholder Matters.

The Companys common stock is held by approximately 1,115 shareholders of
record as of June 30, 2002, and is traded on The Toronto Stock Exchange. The
range of price quotations in each quarter of the two years ended June 30, 2002
is shown below. These prices represent actual transactions and do not reflect
retail markup, markdowns or commissions.

|                      |  |          |      |         |  |  |      | 
|--------------------- |  | -------- | ---- | ------- |  |  | ---- | 
|FOR THE QUARTER ENDED |  | HIGH (1) |      | LOW (1)
|                      |  |          |      |        
|September 30, 2000    |  |          | 4.35 |         |  |  | 2.75 | 
|                     
|                     
|                     
|                     
|December 31, 2000     |  |          | 2.85 |         |  |  | 1.12 | 
|                     
|                     
|                     
|                     
|March 31, 2001        |  |          | 2.50 |         |  |  | 1.03 | 
|                     
|                     
|                     
|                     
|June 30, 2001         |  |          | 1.60 |         |  |  | 0.75 | 
|                     
|                     
|                     
|                     
|September 30, 2001    |  |          | 1.36 |         |  |  | 0.51 | 
|                     
|                     
|                     
|                     
|December 31, 2001     |  |          | 0.98 |         |  |  | 0.65 | 
|                     
|                     
|                     
|                     
|March 31, 2002        |  |          | 0.80 |         |  |  | 0.54 | 
|                     
|                     
|                     
|                     
|June 30, 2002         |  |          | 0.65 |         |  |  | 0.33 | 



---

|(1) |  | Based on quotations obtained from the Toronto Stock Exchange. All amounts
are in Canadian dollars.
|--- |  | --------------------------------------------------------------------------------------------------

No dividends were declared or paid during the two years ended June 30, 2002 and
June 30, 2001, and the Company does not anticipate paying dividends in the
foreseeable future.

The Company maintains the Amended and Restated Stock Option Plan. There are no
equity compensation plans other than the Amended and Restated Stock Option
Plan. The following table provides certain information with respect to grants
made under the Amended and Restated Stock Option Plan as of June 30, 2202.

|                                       |  |                   |           |                   |  |                    |      |                     |  |                     |         | 
|-------------------------------------- |  | ----------------- | --------- | ----------------- |  | ------------------ | ---- | ------------------- |  | ------------------- | ------- | 
|                                       |  |                   |           |                   |  |                    |      |                     |  | Number of          
|                                       |  |                   |           |                   |  |                    |      |                     |  | securities         
|                                       |  |                   |           |                   |  |                    |      |                     |  | remaining available
|                                       |  | Number of         |           |                   |  |                    |      | for future issuance
|                                       |  | securities to be  |           |                   |  |                    |      | under equity       
|                                       |  | issued upon       |           | Weighted-average  |  | compensation plans
|                                       |  | exercise of       |           | exercise price of |  | (excluding        
|                                       |  | outstanding       |           | outstanding       |  | securities        
|                                       |  | options, warrants |           | options, warrants |  | reflected in the  
|Plan Category                          |  | and rights        |           | and rights        |  | second column)    
|                                       |  |                   |           |                   |  |                   
|Equity compensation
plans approved by  |  |                   |           |                   |  |                    |      |                     |  |                     |         | 
|                                      
|                                      
|                                      
|                                      
|security holders                       |  |                   | 1,551,848 |                   |  | $                  | 0.93 |                     |  |                     | 879,311 | 
|                                      
|                                      
|                                      
|                                      
|Equity compensation
plans not approved |  |                   |           |                   |  |                    |      |                     |  |                     |         | 
|                                      
|                                      
|                                      
|                                      
|by security holders                    |  | NA                |           | NA                |  | NA                

14



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##### Table of Contents






Item 6. Managements
Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in this report may contain forward looking information (as
defined in the Private Securities Litigation Reform Act of 1995) involving
risks and uncertainties, including without limitation, projections for sales
and expenditures, and various business environment and trend projections.
Actual future results and trends may differ materially depending on a variety
of factors, including, but not limited to, the risks discussed in earlier
portions of this document (see Item 1. Description of
Business). The Company
assumes no obligation to release publicly any changes to any forward looking
statements that may arise from the development of unanticipated events or
circumstances that occur after the date of these statements.

Liquidity and Capital Resources

Working Capital decreased to $2.7 million in 2002 from $6.3 million in 2001.
The decrease of $3.7 million is attributable to the decreases in cash and
marketable securities of $4.2 million and accrued wages and compensation of
$144,000 offset by increases in accounts receivable of $356,000, income tax
receivable of $144,000 and other liabilities of $101,000.

During 2002, the Company used cash of $3.3 million from operating activities
and invested an additional $738,000 and $217,000 in software development and
fixed assets, respectively. The ending cash balance decreased by $417,000.
The Company redeemed marketable securities of $3.8 million.

At the end of 2002, the Company held cash and marketable securities totaling
$2.8 million and had no outstanding long-term debt obligations. The Company
has operating lease agreements as previously described in this document (see
Item 2. Description of Property). For the annual minimum rent to be paid under
the operating lease agreements refer to Notes to Financial Statements (re:
Note 3: Operating Leases) in the Companys Annual Report (see Exhibit 13.
Annual Report to Shareholders). With respect to the operating lease agreement
for office equipment and furniture, the Company has agreed to maintain a
compensating balance equal to amounts owed under the lease agreement, effective
August 2002, and continuing thru the expiration of the lease agreement. This
compensating balance at August 2002 was $1.2 million.

The Company is not subject to seasonal aspects that could be expected to have a
material effect on the Companys financial condition or its results of
operations. The Company believes that there are no significant elements of
income or losses that do not arise from the Companys continuing operations.

Results of Operations

The following selected financial information set forth below has been derived
from the financial statements of the Company. This discussion and analysis
should be read in conjunction with the financial statements and notes thereto
which follow.

Results of Operations 2002 versus 2001

In fiscal 2002, sales of current products and services decreased by $2.1
million or 25% compared with 2001. This decrease by product is broken down as
follows (in thousands):

|                                              |  |      |       |      |  |            |       |  |  |          |        |  
|--------------------------------------------- |  | ---- | ----- | ---- |  | ---------- | ----- |  |  | -------- | ------ | -
|                                              |  |      |       |      |  |            |       |  |  | Increase
|Product Category                              |  | 2002 |       | 2001 |  | (Decrease)
|                                              |  |      |       |      |  |           
|Automatic Call Distribution Products          |  | $    | 4,355 |      |  | $          | 5,717 |  |  | $        | (1,362 | )
|                                             
|                                             
|                                             
|                                             
|Other Computer Telephony Integration Products |  |      | 360   |      |  |            | 545   |  |  |          | (185   | )
|                                             
|                                             
|                                             
|                                             
|Services                                      |  |      | 1,511 |      |  |            | 2,062 |  |  |          | (551   | )
|                                             
|                                             
|                                             
|                                             
|Other                                         |  |      | 14    |      |  |            | 32    |  |  |          | (18    | )
|                                              |  |      |       |      |  |            |       |  |  |          |        |  
|Total                                         |  | $    | 6,240 |      |  | $          | 8,356 |  |  | $        | (2,116 | )
|                                              |  |      |       |      |  |            |       |  |  |          |        |  

15



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Revenues for the year ended June 30, 2002 were $6,240,000. This figure
includes a favorable adjustment of $221,000 to reduce reserves for customer
returns and price adjustments. Net of this adjustment, revenues were
$6,019,000. Sales of the Automatic Call Distribution (ACD) software products
and services, net of reserve adjustments, decreased by 29% and 27%,
respectively. These decreases accounted for 92% of the decrease in total
sales. ACD Products accounted for 69% of sales in 2002 and 2001 while services
accounted for 25% of sales in 2002 as compared to 24% in 2001.

Cost of products sold decreased $353,000 or 17% while cost of services and
other sales decreased by $228,000 or 51% as compared to 2001. Gross Profit of
$4,294,000 decreased $1,534,000 or 26% as compared to 2001. As a percentage of
sales, Gross Profit decreased to 69% as compared to 70% in 2001. The decrease
in Gross Profit is a direct result of the decrease in sales. Gross Profit was
favorably impacted by the reserve adjustment described previously. Without
this adjustment, Gross Profit would have been $4,073,000 as compared to
$5,920,000 in 2001 on a comparable basis. Gross Profit, as a percentage of
sales, would have been 68% and 70% for 2002 and 2001, respectively.

Research and development costs of $1.1 million were $139,000 or 14% higher than
2001. In addition, the Company capitalized software development costs of
$738,000 during the year, a decrease of $324,000 over 2001. The increase in
research and development costs reflects the Companys continuing emphasis on
developing future products while improving and maintaining existing products.
The decrease in capitalized development is primarily due to a decrease in
purchased technologies year over year. The Company anticipates no increase in
costs for research and development in the next fiscal year while costs for
capitalized development are anticipated to decrease by 15% for the same period.

16



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##### Table of Contents



Selling, general and administrative expenses increased $419,000 or 6% over
2001. A schedule of the selling, general and administrative expense categories
appears below (in thousands):

|                      |  |      |       |      |  |            |       |  |  |          |      |  
|--------------------- |  | ---- | ----- | ---- |  | ---------- | ----- |  |  | -------- | ---- | -
|                      |  |      |       |      |  |            |       |  |  | Increase
|Expense Category      |  | 2002 |       | 2001 |  | (Decrease)
|                      |  |      |       |      |  |           
|Payroll               |  | $    | 4,519 |      |  | $          | 4,408 |  |  | $        | 111  |  
|                     
|                     
|                     
|                     
|Professional Services |  |      | 260   |      |  |            | 281   |  |  |          | (21  | )
|                     
|                     
|                     
|                     
|Sales and Marketing   |  |      | 778   |      |  |            | 722   |  |  |          | 56   |  
|                     
|                     
|                     
|                     
|Occupancy             |  |      | 881   |      |  |            | 358   |  |  |          | 523  |  
|                     
|                     
|                     
|                     
|Other                 |  |      | 473   |      |  |            | 723   |  |  |          | (250 | )
|                      |  |      |       |      |  |            |       |  |  |          |      |  
|Total                 |  | $    | 6,911 |      |  | $          | 6,492 |  |  | $        | 419  |  

The increase in payroll expense is due to an increase in the average number of
employees on staff for fiscal 2002 as compared to fiscal 2001. The increase in
occupancy expense is due to increased operating expenses associated with the
Companys move to new office space in fiscal 2002 (see Item 2. Description of
Property). The decrease in other expenses is due to a reduction in depreciation
expense based upon the Companys disposal of certain fixed assets based on the
move to new office space combined with a reduction in bad debt reserves. The
Company anticipates selling, general and administrative expenses to increase by
7% in the next fiscal year. The increase is primarily due to the increased
cost of occupancy, as previously described, combined with additional sales and
marketing expenses associated with the Companys distribution and marketing
strategies.

The Companys loss from operations of $3,755,000 was $2,091,000 greater than
that experienced in 2001.

Other income of $130,000 decreased by $336,000 due primarily to the decrease in
the amount of funds invested in marketable securities and the rate of return on
investments.

The income tax benefit of $1,229,000 as compared to $523,000 for the comparable
prior year increased as a result of the increase in net operating losses.

The net loss of $2,395,000 was $1,721,000 greater than the net loss reported in
2001. The corresponding loss per share, basic and diluted, was $0.19 in 2002
compared to loss per share, basic and diluted, of $0.05 in 2001.

Risks Related to the Companys Business



| |  | The Company has not been profitable since Fiscal 2000.
|- |  | ------------------------------------------------------



| |  |  | The Company may experience losses and negative cash
flow from its operations in future periods. The Company will need
to generate significant revenue to achieve profitability and it
may not be able to do so. Even if it does achieve profitability,
the Company makes no assurance that it will be able to sustain or
increase profitability on a quarterly or annual basis in the
future.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company may not be able to fully fund operations from cash generated
by its business in the future.
|- |  | -------------------------------------------------------------------------------------------------------



| |  |  | If the Company does not generate sufficient cash
resources from its business to fund operations, its growth could
be limited unless it is able to obtain additional capital through
equity or debt financings. The Companys inability to grow as
planned may reduce its chances of achieving profitability, which,
in turn, could have a material adverse effect on the market price
of its Common Shares.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17



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| |  | The Companys lengthy sales cycle has contributed and may continue to
contribute to the quarter-to-quarter variability and unpredictability of
its revenue and operating results which could adversely affect the market
price of its Common Shares.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The Companys future business prospects depend in part on the Companys
ability to maintain and improve its current product and to develop new
product and product features.                                                                        



| |  |  | The Company may not be successful in developing and
marketing, on a timely and cost effective basis, new products or
product features that respond to technological change involving
industry standards or customer requirements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company may not be able to modify its product in a timely and cost
effective manner to respond to technological change.
|- |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Future versions of hardware and software platforms
embodying new technologies and the emergence of new industry
standards could render the Companys product obsolete or
noncompetitive.                                                                                                                                                                                           
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | This may result in uncertainty relating to the timing
and nature of new product announcements, introductions, or
modifications, which may cause confusion in the market and harm
the Companys business. If the Company fails to promptly modify
or improve its products in response to evolving industry
standards or customer demands, its product could rapidly become
obsolete.



| |  | Competition could reduce the Companys market share and decrease its
revenue.
|- |  | -----------------------------------------------------------------------------



| |  |  | The Company makes no assurance that it will be able to
compete successfully against current or future competitors. In
addition, increased competition or other competitive pressures
may result in price reductions, reduced profit margins, or loss
of market share, each of which could have a material adverse
effect on the Companys business, financial condition, and
results of operations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Demand for communications and interaction management software for
multi-channel contact centers may grow more slowly than the Company
currently anticipates.                            
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | If the Company fails to establish and maintain strategic or significant
customer relationships, the Companys ability to maintain or increase its
revenue and profitability will suffer.



| |  |  | The Company had sales to Nortel Networks accounting for
69% and 67% of sales for the years ended June 30, 2002
and 2001, respectively.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  | If the Companys strategic partners fail to market Cintechs product and services effectively or provide poor customer
service, the Companys reputation could suffer and could result in loss of customers.                                                                             
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | In order to reach its targeted market, the Company sells its product through distribution partners. Indirect
distribution is necessary to allow the Company to market the product at a competitive selling price, and to enable the
Company to profitably generate its targeted revenues.
| 
| |  | The Company may have difficulties successfully managing its growth, which may reduce its chances of achieving and
maintaining profitability.                                                                                                                                             
| 
| |  | Infringement claims could adversely affect the company.                                                                                                                                                                                                                                  



| |  |  | A third party could claim that the Companys technology infringes its proprietary rights.                    
| | - |  | -------------------------------------------------------------------------------------------------------------
|
| |  |  | The Company makes no assurance that the terms of any
licensing arrangement would be favorable to the Company.

18



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##### Table of Contents





| |  | The Companys product and the third party software it sells with its
product could have defects for which the Company is potentially liable and
that could result in loss of revenue, increased costs, loss of the
Companys credibility; or delay in acceptance of the Companys products in
the marketplace.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The Company depends on Microsoft Corporation technologies and other third
party software on which its product relies.                                                                                                                                                                                         



| |  |  | The Companys software currently runs only on Microsoft
Windows NT and Windows 2000 servers. A decline in market
acceptance for Microsoft technologies or the increased acceptance
of other server technologies could cause the Company to incur
significant development costs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company may not be able to obtain adequate financing to implement its
growth strategy.
|- |  | ------------------------------------------------------------------------------------------



| |  |  | Successful implementation of the Companys growth
strategy will likely require continued access to capital. If it
does not generate sufficient cash from operations, the Companys
growth could be limited unless the Company is able to obtain
capital through additional debt or equity financings.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | If the Companys customers do not perceive its product or services to be effective or of high quality, its brand and name
recognition would suffer.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The growth of the Companys business may be impeded without increased use of the Internet.                                                         

Other Risks



| |  | The Companys share price has been and may continue to be highly volatile and could drop unexpectedly.
|- |  | ------------------------------------------------------------------------------------------------------



| |  |  | Declines in the market price of the Companys Common
Shares could also materially and adversely affect employee morale
and retention, the Companys access to capital, and other aspects
of its business.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | If the Companys share price continues to be volatile, it may become
subject to securities litigation, which is expensive and could divert its
resources.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Critical Accounting Policies

The accounting policies of the Company conform to those generally accepted in
the United States of America and are summarized in the footnotes to the
Companys financial statements. Certain of the Companys accounting policies
require management to use estimations and assumptions that affect the amounts
reported in the financial statements and the Company acknowledges that actual
results could differ from those estimates.

Software Development Costs incurred for the creation of software products are
charged to research and development expense when incurred until technological
feasibility has been established for the product. Thereafter, until general
release, all software production costs are capitalized and subsequently
reported at the lower of amortized cost or net realizable value. The
capitalized costs are amortized on a straight-line basis over the estimated
economic life of the product. The Company periodically evaluates the
capitalized cost relative to potential sales and accelerates the write-off when
appropriate.

Deferred income tax assets and liabilities are computed for differences between
the financial statement and tax basis of assets and liabilities that will
result in taxable or deductible amounts in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.

19



---



##### Table of Contents






Item 7. Financial Statements.

The financial statements attached to the end of this annual report are filed as
part of this annual report. (See Exhibit 13)




Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

The Company has nothing to report under this Item.




PART III




Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance With Section 16(a) of the Exchange Act.

The information required by this Item is incorporated herein by reference to
the Companys 2002 definitive proxy statement to be filed on or about September
27, 2002 with the Securities and Exchange Commission as set forth under the
captions Voting Shares and Security Ownership of Certain Beneficial Owners and
Management, Compensation of Directors and Section 16(a) Beneficial
Ownership Reporting Compliance.




Item 10. Executive Compensation.

The information required by this Item is incorporated herein by reference to
the Companys 2002 definitive proxy statement to be filed on or about September
27, 2002 with the Securities and Exchange Commission as set forth under the
caption Compensation of Directors and Officers.




Item 11. Security Ownership of Certain Beneficial Owners and Management.

The information required by this Item is incorporated herein by reference to
the Companys 2002 definitive proxy statement to be filed on or about September
27, 2002 with the Securities and Exchange Commission as set forth under the
caption Voting Shares and Security Ownership of Certain Beneficial Owners and
Management.




Item 12. Certain Relationships and Related Transactions.

The Company has nothing to report under this item.



20



---



##### Table of Contents






Item 13. Exhibits and Reports on Form 8-K.

(a). Exhibits

|           |  |  |  |                                                                                                                              |  |               
|---------- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Exhibit No |  |  |  | Description                                                                                                                  |  | Where Provided
|           |  |  |  |                                                                                                                              |  |               
|3.         |  |  |  | Articles of
Incorporation
and By-Laws                                                                                        |  |               
|          
|3.1        |  |  |  | Amended Articles of Incorporation                                                                                            |  | **            
|          
|3.2        |  |  |  | By-Laws                                                                                                                      |  | *             
|          
|4.         |  |  |  | Instruments
Defining
Rights of
Security
Holders                                                                              |  | *             
|          
|4.1        |  |  |  | Amended and Restated Stock Option Plan                                                                                       |  | ***           
|          
|10.        |  |  |  | Material
Contracts                                                                                                           |  | *             
|          
|10.1       |  |  |  | Lease between Cintech Solutions, Inc. and Al Neyer, Inc. dated January 19, 2001
re: Lease of Premises                        |  | Attached      
|          
|10.2       |  |  |  | Lease between Cintech Solutions, Inc. and Al Neyer, Inc. dated January 19, 2001
re: Lease of Land                            |  | Attached      
|          
|10.3       |  |  |  | Addendum to Lease between Cintech Solutions, Inc. and Al Neyer, Inc. dated
January 19, 2001 re: Lease of Premises            |  | Attached      
|          
|10.4       |  |  |  | Addendum to Lease between Cintech Solutions, Inc. and Al Neyer, Inc. dated
January 19, 2001 re: Ohio Job Creation Tax Credit |  | Attached      
|          
|10.5       |  |  |  | Lease between Cintech Solutions, Inc. and The Fifth Third Leasing Company
dated December 18, 2001                            |  | Attached      
|          
|10.6       |  |  |  | Addendum to Lease between Cintech Solutions, Inc. and The Fifth Third Leasing
Company dated December 18, 2001                |  | Attached      
|          
|10.7       |  |  |  | Amendment to Addendum to Lease between Cintech Solutions, Inc. and The
Fifth Third Leasing Company dated December 18, 2001   |  | Attached      
|          
|10.8       |  |  |  | Amended and Restated Stock Option Plan                                                                                       |  | ***           
|          
|13.        |  |  |  | Annual Report
to Shareholders                                                                                                |  |               
|          
|23.        |  |  |  | Independent
Auditors Consent                                                                                                |  |               
|          
|23.1       |  |  |  | Consent of Deloitte & Touche LLP                                                                                             |  | Attached      
|          
|99.        |  |  |  | CEO / CFO Certification pursuant to Section 906 of the Sarbanes-Oxey Act of 2002                                             |  | Attached      



|*   |  | Previously provided in original filing of Form 10-SB                                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|**  |  | Previously provided in the Quarterly Report on Form 10-QSB filed February
13, 2001 for the period ended December 31, 2000
|   
|   
|   
|   
|*** |  | Previously provided in Form S-8 filed January 13, 2000                                                                   

(b). Reports on Form 8-K

The Company has not made any reports on Form 8-K during the last quarter of the
period covered by this report.

21



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##### Table of Contents






Item 14. Controls and Procedures.

The Company has reviewed the disclosure controls and procedures that ensure
that material information relating to the Company is disclosed in a timely and
proper manner. Based upon this review, the Company believes that there are
adequate controls and procedures in place.

The Company has reviewed the internal controls and procedures that ensure that
the recording, processing, summarizing and reporting of financial data of the
Company presents fairly, in all material respects, the financial position,
results of operations, and cash flows of the Company in conformity with
accounting principles generally accepted in the United States of America.
Based upon this review, the Company believes that there are adequate controls
and procedures in place and there has been no fraud or possible irregularities
involving management or employees who have significant roles in internal
control.

22



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

| |  |                                                                                  
| |  | ---------------------------------------------------------------------------------
| |  | CINTECH SOLUTIONS, INC.                                                          
|
| |  |                                                                                  
|
| |  | /s/ Diane M. KamionkaBy: Diane M. Kamionka,
President and Chief Executive Officer

September 27, 2002

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the following persons on behalf of the registrant and in the capacities and on
the dates indicated have signed this report below.

|                                                                                        |  |                       
|--------------------------------------------------------------------------------------- |  | ----------------------
|PRINCIPAL EXECUTIVE OFFICER:                                                            |  |                       
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|/s/ Diane M. KamionkaDiane M. Kamionka,
President, Chief Executive Officer and Director |  | September 27, 2002Date
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:                                             |  |                       
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|/s/ Dino LucarelliDino Lucarelli
Chief Financial Officer                                |  | September 27, 2002Date
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|DIRECTORS:                                                                              |  |                       
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|/s/ Diane M. KamionkaDiane M. Kamionka,
President, Chief Executive Officer and Director |  | September 27, 2002Date
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|/s/ Bryant A. DowneyBryant A. Downey,
Chief Technology Officer and Director             |  | September 27, 2002Date
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|/s/ Christopher D. BrennanChristopher D. Brennan
Director                               |  | September 27, 2002Date
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|/s/ Richard G. ReidRichard G. Reid
Director                                             |  | September 27, 2002Date
|                                                                                       
|                                                                                        |  |                       
|                                                                                       
|/s/ Frank W. TerrizziFrank W. Terrizzi
Director                                         |  | September 27, 2002Date

23



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##### Table of Contents






CERTIFICATIONS

Chief Executive Officer

I, Diane M. Kamionka, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-KSB of Cintech
Solutions, Inc.;                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                   
|
| | 4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                  

| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly
during the period in which this annual report is being
prepared;
|
|
|
|
| |  |    |  |                                                                                                                                                                                                                                                                                             
|
|
|
|
| |  | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the
Evaluation Date); and                                                                                                  
|
|
|
|
| |  |    |  |                                                                                                                                                                                                                                                                                             
|
|
|
|
| |  | c) |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
|
|
|
|
| |  |    |  |                                                                                                                                                                                                                                                                                               
|
|
|
|
| |  | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: September 27, 2002............



| | /s/ Diane M. Kamionka
Diane M. Kamionka
| | ---------------------------------------

24



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##### Table of Contents



Chief Financial Officer

I, Dino Lucarelli, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-KSB of Cintech
Solutions, Inc.;                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                   
|
| | 4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                  

| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
|
|
|
|
| |  |    |  |                                                                                                                                                                                                                                                                                             
|
|
|
|
| |  | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
Evaluation Date); and                                                                                                  
|
|
|
|
| |  |    |  |                                                                                                                                                                                                                                                                                             
|
|
|
|
| |  | c) |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
|
|
|
|
| |  |    |  |                                                                                                                                                                                                                                                                                               
|
|
|
|
| |  | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: September 27, 2002............



| | /s/ Dino Lucarelli
Dino Lucarelli
| | ---------------------------------

25