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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                              ---------------------

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

                     For the Fiscal Year Ended June 30, 1998

                           Commission File No. 0-24448
                                               -------

                     CINTECH TELE-MANAGEMENT SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Ohio                                          31-1200684              
------------------------                   ------------------------------------
(State of Incorporation)                   (I.R.S. Employer Identification No.)
                                          

        2100 Sherman Avenue
         Cincinnati, Ohio                                                45212  
---------------------------------------                               ---------
(Address of principal executive offices)                              (Zip Code)
                                                                    

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

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

                                      None

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

                         Common Stock, without par value
                              --------------------

         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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         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B (Section 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,
         1998 were $9,798,630.

         The aggregate market value of the voting stock of the registrant held
by non-affiliates of the registrant as of June 30, 1998 was $2,648,596.

         The outstanding voting securities of the registrant at the close of
business on June 30, 1998 were 12,281,751 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                Parts I, II and III
                  Form 10-SB (Release No.
                  34-32231), as amended, filed
                  June 27, 1994


         B.         Proxy Statement                        Parts II and III
                    Filed on September 25, 1998





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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 the Company 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.
Such factors, include, but are not limited to, the receipt and shipment of new
orders, the timely release of enhancements to the Company's products, which
could be subject to software release delays, the growth rates of certain market
segments, the positioning of the Company's products in those market segments,
variations in the demand for customer service and technical support, pricing
pressures and the competitive environment in the software industry, and the
Company's ability to penetrate additional markets and manage operations related
to additional markets. 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 Tele-Management Systems, Inc. (the "Company" or "Cintech") 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, and
are traded under the symbol CTM.

INDUSTRY BACKGROUND

     COMPUTER AND TELEPHONE INTEGRATION ("CTI") INDUSTRY

     The Company operates in the computer and telephone integration ("CTI")
industry. Also known as computer telephony, the industry integrates computers
with telephone systems using software to produce business applications. The
combined power of a computer and telephone systems opens numerous possibilities
for the market, many of which have not been fully developed. The Company
believes that the ability to merge voice, database, call routing, messaging,
reporting, real-time statistics and other technologies, has significant market
potential, most notably for small to mid-sized businesses and for departments
and branch offices within larger decentralized organizations.

     As a competitor in the computer and telephone integration industry, the
Company is a developer and distributor of computer software that integrates
computers and telephone switching systems to produce applications that assist in
business management and operations. These applications are designed to increase
productivity and service levels of small and mid-size businesses and departments
or branches of larger businesses and to provide relevant additional information
for business decision-makers.


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     CTI INDUSTRY: CALL CENTER MARKET

     In the 1970's, call centers were born. They revolutionized how businesses
operated and redefined "customer service." Call centers held the promise of
increased revenues, reduced costs and higher profitability by conducting
business over the telephone instead of through costly face-to-face contact. It
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. Because of the high costs of implementing a call center, and technology
that addressed only large, structured centers with hundreds of agents, however,
call centers remained the domain of only the largest organizations until the
early 1990s.

     Expectations, trends, changing demographics, technology, and competition
have ushered in a new era of call center, and again, it is revolutionizing the
way we do business. Today, call centers are everywhere. They can be any size,
from one or two agents, up to hundreds of agents. They may be informal
environments, where the "agents" are not dedicated to handling incoming calls,
and are often knowledge-based professionals, performing multiple tasks. With the
dawn of the virtual call center - with agents located anywhere - the physical
barriers of call centers are crumbling, allowing organizations to adapt to an
increasingly mobile workforce.

     Call centers are becoming a key strategic asset in every type of business,
across all industries. They are not easily categorized because the businesses
that use them span a diverse spectrum. A business operating a specialized mail
order operation out of their basement, for example, can be as compelling over
the telephone as a large business with hundreds of agents answering calls. At
the same time, larger businesses that have benefited from call centers for years
are implementing smaller call centers throughout their organizations. An
international travel agency, for example, has hundreds of local call
centers/storefronts strategically located near their corporate customers to
provide superior telephone and face-to-face customer service. Likewise, in the
competitive banking industry, most local and regional offices use smaller call
centers to offer higher levels of service.

     Consider the following factors that are influencing business' adoption of
call centers:

         1. Increasingly sophisticated customers demand convenience, access and
         efficiency (i.e., immediate response and instant information).
         Customers became accustomed to the service of larger, traditional call
         centers and now expect that same high level of service and convenience
         from all businesses.

         2. Callers want convenient access through toll-free 800/888 numbers. It
         is estimated that 11 billion 800/888 calls will be placed in 1998, a
         dramatic increase over seven million calls placed in 1980. This is, in
         turn, driving business towards call delivery technology and, more
         importantly, information to monitor the business and for intelligent
         decision making.

         3. Organizational demographics have shifted dramatically. Today's
         workforce is more mobile, with communications available essentially
         anywhere through cellular phones, videoconferencing, and the Internet.
         Telecommuting has risen in popularity. Virtual workgroups and
         departments that cross geographic barriers are becoming commonplace.
         Influenced by these changing demographics, a more flexible, diverse
         call center with capabilities such as "at-home agents", becomes
         increasingly important.

         4. Call centers are technologically feasible and affordable for
         workgroups and any size business. Technology and PC-based software have
         advanced dramatically. Until call center applications became available
         on Personal Computers in the early 1990's, smaller call centers simply
         were not 

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         technologically feasible or affordable.

         5. Businesses are recognizing that they gain a strategic competitive
         advantage, based on superior service, sales, marketing and
         accessibility. Products and services have become more and more
         commoditized, thus making telephone service a powerful differentiator.
         Companies are also looking beyond service to growing sales - at a
         significantly lower price than face-to-face customer contact.

     CALL CENTER TECHNOLOGY

     In 1990, using a personal computer as the platform, Cintech pioneered
Automatic Call Distribution ("ACD") for smaller business entities such as
departments, branch offices, small to mid-sized businesses, and even workgroups,
greatly expanding the call center landscape. Suddenly, call centers were
feasible for any size business and the small call center market was born.

     To date, the Company has focused on the development of applications for the
modular digital key telephone switching systems ("Norstar") marketed worldwide
by Northern Telecom Ltd. of Calgary, Alberta, Canada ("Nortel"). The Norstar was
the first key telephone system to offer open application interface targeted for
small and mid-size business units. The Company was the first developer to write
a successful open application interface-based application for Norstar and is now
the leader in developing business applications for Norstar. The Company began
shipping its first ACD product, CINPHONY, in April 1991 and in October 1993,
introduced a second product, PRELUDE. In September 1997, the Company introduced
its third product for the Norstar switch, MINUET.

     In June 1994, the Company announced plans to market and sell the Company's
software applications with NEC America, Inc. ("NEC"). Accordingly, Cintech
developed a new ACD product, JAZZ2000, a PC-based solution for NEC's NEAX2000
IVS (Integrated Voice Server) PBX. The application performs similar functions as
the CINPHONY product on the Norstar, but on a larger PBX phone switch platform.
The JAZZ2000 was made available for general release in December 1996 and is sold
by Cintech through NEC America's sales network.

CINTECH SOLUTIONS

     STRATEGIC ALLIANCES

     Strategic alliances are key to the Company's corporate strategy. Through
these alliances, collective strengths of each partner combine to deliver
superior call management solutions and services. The Company is partnered with
two of the world's leading telephone manufacturers: Northern Telecom ("Nortel")
and NEC America, Inc. ("NEC") . By designing its ACDs specifically for the
business communication systems manufactured by Nortel and NEC, the Company
attains superior product integration. Extending beyond a development
relationship, the Company is also partnered with the geographically dispersed
distribution channels of Nortel and NEC to market and sell its ACD solutions
throughout North America.

     Northern Telecom ("Nortel")
     In April 1991, the Company began shipping its CINPHONY ACD for the modular
digital key telephone switching systems ("Norstar") sold worldwide by Northern
Telecom Ltd. of Calgary, Alberta, Canada ("Nortel"). The Norstar was the first
key telephone system to offer open application interface targeted for small and
mid-size business units. The Company was the first developer to write a
successful open application interface-based application for Norstar and is now
the leader in developing business 



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applications for Norstar. In October 1993 and September 1997, the Company
introduced two additions to its Norstar portfolio, PRELUDE and MINUET,
respectively.

     In March 1996, the Company's Norstar ACDs became a part of Nortel's product
portfolio and began being sold by Nortel's Norstar sales team.

     NEC
     Based on the Company's market share and reputation for serving the small to
mid-size call center market, the Company entered into an agreement with NEC in
September 1995, to design and develop an ACD solution for NEC's NEAX2000 IVS. In
1996, the Company introduced JAZZ2000 ACD. Recently in response to customer
demand, the Company streamlined its business relationship with NEC. The Company
is now working directly with NEC distributors to promote and sell its JAZZ2000
family of ACDs. This direct approach allows the Company to get closer to the end
user customer in an effort to provide a better level of service and value.

     COMPETITIVE ADVANTAGES

     The design concepts behind the Company's ACDs provide a number of
competitive advantages including.

     Access to Management Information -- One of the key capabilities of any call
center is to provide easy access to management information. The Company's
portfolio of ACD solutions expands the accessibility through software such as
Status Display for Windows 95/NT (JAZZ2000) and INFOCUS (PRELUDE and CINPHONY).
INFOCUS provides LAN and remote site access to Status Display, Report View &
Print Functions and ACD Administration via a standard Internet browser.

     Migration Paths -- The Company's ACDs are designed with migration in mind.
One certainty with most small to mid-sized call centers is growth and with
growth comes the need to expand in size and capabilities. A strong migration
path allows a business to start off with an entry level call center solution
such as MINUET and migrate to PRELUDE and then from PRELUDE to CINPHONY via
simple software upgrades.

      Tight Integration - Unlike other ACD providers that offer products that
are designed as separate, distinct modules, the Company's ACD 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 ACD system. This
provides users with a cohesive feature and functionality set in one solution.

In addition, the Company's ACDs are uniquely designed as integrated applications
for either the Norstar or NEAX2000 IVS business telephone systems. By writing
its applications using the OAI or Open Application Interface, The Company
achieves the tightest level of application integration possible. This is best
illustrated in how the telephone handsets are used. Agents and supervisors have
access to a wealth of features and functions directly from the handset. For
example, supervisors can record and change announcements, monitor and/or join an
agent's call, or review call center statistics (MINUET only), all from their
handset. Agents can log-in and log-out, record a call, ask a supervisor for
assistance, and enter category codes for calls, for example. All the features of
the business telephone system are available; the ACD adds new functionality.

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     Advanced Call Routing and Handling - The routing and handling of customer
calls is an important, if not mission-critical application for any call center.
The Company's ACDs provide advanced call routing and handling to the small to
mid-size center--historically reserved for larger more expensive systems. With
the Company's ACDs advanced call handling capabilities, businesses can now
answer more calls, reduce abandoned calls, cut hold times, and improve customer
service.


PRODUCT PORTFOLIO

     AUTOMATIC CALL DISTRIBUTION ("ACD") PRODUCTS

     An ACD is a specialized software and/or hardware 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, provides statistics about the status
of agents and callers waiting, and provides specialized management information
reports. ACDs are typically employed in order to increase employee productivity
and revenues, and to reduce costs.

     ACDs were originally designed for environments such as airline reservation
services and mail order firms, which have high call volumes and generate high
revenues per call. As more companies have focused on productivity and customer
service, the ACD market has expanded to include other types of businesses. Using
open application interface technology, the Company made it feasible and cost
effective for Norstar users to bring ACD into departments, branch offices and
small companies.

     The Company has developed three ACD systems for Nortel's Norstar, CINPHONY,
PRELUDE, and MINUET, and JAZZ2000 for NEC's NEAX2000 IVS switch. CINPHONY,
PRELUDE, and MINUET are generally targeted towards organizations that have less
than 50 telephone agents ("small call centers") and can be effectively utilized
by small businesses and departments or branch offices in larger organizations.
JAZZ2000 is also targeted toward the small to mid-size call center. More
detailed information on these products is as follows:

     CINPHONY

     CINPHONY, introduced in 1991, is targeted to a sophisticated small call
center with advanced ACD needs. CINPHONY was designed for use with a Norstar
modular system. Typically, the CINPHONY user has experience with ACD in a large
call center within the organization and wants that same level of capability in
smaller areas. Reporting, enhanced management features, and capacities often
become the critical sales elements.

     CINPHONY users range from small businesses with as few as 15 employees to
Fortune 500 companies. In 1993, the Company began to focus on major accounts
that would typically have the potential for multiple installations. Today, over
50% of CINPHONY installations are in large corporations, government agencies and
institutions, many of them with multiple installations.

     CINPHONY is available in two levels. Level I is designed for small call
centers staffed with up to 30 agents and 4 groups. Level II supports up to 80
agents and a maximum of 24 groups.

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     PRELUDE

     PRELUDE, introduced in 1993, is targeted to small call centers with
enhanced ACD needs. PRELUDE, was designed for use with a Norstar modular system.
Typically, the PRELUDE user has experience with ACD in a large call center
within the organization and wants that same level of capability in smaller
areas. Reporting often becomes the critical sales element, especially when
migrating from a MINUET.

     PRELUDE supports up to 15 agents, 3 groups and 30 lines.

     MINUET

     MINUET, introduced in 1997, is targeted at small call centers with basic
ACD needs, such as routing and statistics. MINUET offers 2 groups and 15 lines
supporting up to 10 active agents, real-time status, voice capabilities and
reports.

     The Company believes that MINUET is broadening the market for ACDs because
of its straightforward feature set and affordability for even the smallest
center. Many departments, branch offices and small businesses do not believe
they are candidates for ACD because of its reputation as a product for large
users only, its historically high cost, and a perceived overabundance of
features. Recently the Company along with its partner, Nortel, began packaging
MINUET with every Norstar Voice Mail. This is consistent with the Company's
strategy to introduce users with less sophisticated requirements to ACD
technology with MINUET and then upgrade them to PRELUDE and CINPHONY as their
needs expand.

     JAZZ2000

     The JAZZ2000 application performs similar functions as the CINPHONY product
on the Norstar, but on a larger PBX phone switch platform designed by NEC, the
NEAX2000 IVS. JAZZ2000 provides Cintech with an advanced ACD solution targeted
at sophisticated small to mid-size call centers, while complementing the power
and versatility of a PBX. The JAZZ2000 can handle a maximum of 80 active agents,
and 24 groups of agents as well as growth up to 512 ports. The first generation
of the JAZZ2000 began shipment in December 1996.

     CALL ACCOUNTING PRODUCTS

     Call accounting products provide management with various reports that show
how a company's telephone systems are being used. These products typically
generate a variety of reports which detail, on a call by call basis, the
origination and destination of the call, the cost of the call, and the duration
of each call. Call accounting packages assist managers and employees in
understanding how time is being spent on the telephone and the related costs and
can also help protect against the potential abuse of outsiders gaining access to
the telephone system.

     The Company entered the call accounting market in 1987 with its personal
computer-based Tele-Series call accounting product. The technology of using a
personal computer as the call accounting platform was relatively new at the time
and allowed the Company to offer a full-featured package at low cost. This
matched the Company's strategy of bringing high-productivity software to small
and mid-sized businesses.

     The Company's initial call accounting product, Tele-Series, continues to be
sold today through various US and Canadian dealers. It works with a large number
of telephone switches including those of NEC, Nortel, AT&T and Mitel.


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     In February 1993, the Company expanded its distribution to include the
Norstar distribution network by introducing Tele-Series for Norstar. Tele-Series
for Norstar, in addition to basic call accounting functions, takes advantage of
features unique to Norstar. These advantages include the ability to: (i) display
the incoming caller's telephone number on the user's telephone set; (ii) prompt
users to enter account codes at the telephone set; (iii) monitor for possible
toll fraud (unauthorized individuals gaining access to and misusing the
Norstar); and (iv) track intercom calls.

MARKETING AND DISTRIBUTION

     The Company has a joint marketing and distribution arrangement with Nortel.
The arrangement was implemented during April 1996 with the release of new
versions of CINPHONY and PRELUDE that were designed to perform on Nortel's newly
released Norstar Application Module platform. Under the arrangement, Cintech's
CINPHONY, PRELUDE, and now, MINUET are included in the Nortel product catalog
and marketed jointly through Nortel's distribution network which includes: the
Regional Bell Operating Companies, Canadian provincial telephone companies, the
three largest US independent operating companies: GTE, Sprint and Williams
Communications and approximately 500 smaller distributors. In the Company's
opinion this distribution stronghold represents one of its major competitive
advantages.

     Based on the Company's market share and reputation for serving the small to
mid-size call center market, the Company entered into an agreement with NEC in
September 1995, to design, develop and market an ACD solution for NEC's
NEAX2000IVS. In 1996, the Company introduced JAZZ2000 ACD. Recently in response
to customer demand, the Company streamlined its business relationship with NEC.
The Company is now working directly with NEC distributors to promote and sell
its JAZZ2000 family of ACDs. This direct approach allows the Company to get
closer to the end user customer in an effort to provide a better level of
service and value.

     In addition to the US and Canada, the Company's products are installed in
Central and South America as well as in the Middle East. The Company intends to
expand its sales internationally to fill the needs of global accounts. This
objective complements the Company's joint marketing and distribution strategy.

CUSTOMER SERVICE & SUPPORT

     With call centers reaching mission-critical status within many companies,
the implementation, management, and maintenance of the call center is as
important, if not more important, than the technology itself. It is this
philosophy that underscores the Company's on-going commitment to ensuring
customer success. The Company makes the implementation, management, and
maintenance processes effective, thorough and problem-free through its support
services programs. These support services allow our target customers to
capitalize upon the Company's vast, in-depth knowledge of the unique business
requirements and environments of the smaller call center.

     The Company's Support Services offers a host of services that expedite
implementation, management and maintenance of call centers:

     Implementation Services--The key to the successful utilization of any
technology lies in the ability to implement the system right the first time.
This means that the company implementing the system not only must know the ACD
system, but also the telephone system platform supporting the ACD system.

     While some customers may want to contract the installation and
implementation of the ACD system to their local dealer, the Company finds that
many customers (and many dealers) prefer and demand our 


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services for implementing the ACD system. Therefore, the Company supplements our
product and distribution partner's strengths with detailed product expertise and
knowledge of practical market deployment. In support of this customer demand,
the Company offers the following services:

        *  On-site installation and testing of the ACD system 
        *  Verification of Norstar configuration needed to support ACD 
        *  ACD configuration and verification 
        *  Training of qualified personnel on the ACD system

     Implementation Services include the development of the call center
configuration and instruction on its call flow. This initial training uses
actual applications, bringing real time call handling into play. While on-site,
the Company trains supervisors and administrator on such things as application
set-up, terminology, how to record greetings, report generation and
interpretation, and problem resolution. Agents are trained on using the ACD from
the telephone set.

     Training & Education--The Company is dedicated to proving the most
comprehensive technical and operational training on its ACD products. 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 its call center business.

     Training can be held on-site at the customer's location, at the Company's
headquarters, or at scheduled regional training courses.

     Customer Response Center--The Company is committed to delivering technical
support in a way that is most effective for our customers. The Company's
Customer Response Center assures that a highly responsive team of service
experts will always be available to quickly meet our customer's needs.

     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 8:00 A.M. to 9:00 P.M. EST. After hours emergency
support (from 9:00 P.M. to 8:00 A.M. weekdays, official holidays, etc.) is
available through the same 800 number service.

     Software Maintenance--The Company's ACD systems come with a one year
Software Maintenance Plan from date of installation; hardware is covered
separately through manufacturer's program. Software Maintenance provides:

        *  Unlimited access to Customer Response Center.
        *  Free software updates.
        *  The Cintech Connection, a quarterly newsletter written specifically
           for end users, including call center tips, frequently asked
           questions, and solution stories on how other users are
           capitalizing on certain features or functions.

     When the first year of Software Maintenance expires, the Company offers
additional coverage in yearly increments for up to five years through its
Extended Software Support & Maintenance Service. Extended Software Support &
Maintenance is made available at the time of system installation at a discounted
price, or at the end of the one year maintenance period at the then current rate

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PRODUCT DEVELOPMENT

     From its incorporation, the Company 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. Consistent with its
strategy of expanding it's existing product offerings and introducing new
product lines for the call center software market, the Company has and continues
to build upon its development organization. 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. At the foundation of this
belief is the Company's ability to maintain and enhance its product development
organization and strategy.

COMPETITIVE POSITION

     The market for the Company's products is characterized by rapid
technological change, evolving industry standards, and involves a number of
risks, some of which are beyond the Company's control. 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 primarily on product features, performance, ease-of-use,
reliability, 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, and, ultimately, continued market growth
and acceptance. Presently, the Company is not aware of any existing or upcoming
technologies that would render obsolete or significantly displace its products
in the near future.

     The Company's long term future expansion will depend upon the continued
availability of working capital, the ability of management to implement and
successfully develop the distribution of products, and the continued and
increased demand in the market place for the products and services provided by
the Company.

DEPENDENCE ON CUSTOMERS/DISTRIBUTION

     The Company derives a significant portion of its revenue from products
which are integrated with the Norstar system. Because of this product
concentration, the Company 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. In March 1996, in
order to further increase penetration of ACD software sales to Norstar users,
the Company entered into a joint marketing agreement with Nortel whereby,
Nortel's sales and marketing organization now has responsibility for selling the
Company's software products through common distribution channels. Consequently,
the Company's business is in part dependent upon the degree of marketing support
and effort provided by Nortel and the various distributors. Most of the
Company's sales are to large distributors in the telephony industry. For the
year ended June 30, 1998, approximately 61% of the Company's sales were made to
one such distributor.

SOURCES AND AVAILABILITY OF RAW MATERIALS/PRINCIPAL SUPPLIERS

     The Company, as a supplier primarily of software products, is not dependent
upon availability of raw materials. Hardware components used for bundling with
Company products are readily available for open market purchase and the Company
can acquire such components from any number of available primary and secondary
sources.

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PROPRIETARY RIGHTS

     CINPHONY and Tele-Series have been copyrighted by the Company with the
United States Copyright Office. The Company has applied for trademarks in
respect to CINPHONY, PRELUDE, Tele-Series, JAZZ2000, MINUET and INFOCUS in the
United States.

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 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 spent on research and development during each of the last two
fiscal years the following sums: $532,000 for the fiscal year ended June 30,
1998, and $444,000 for fiscal year ended June 30, 1997. 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 51 employees, 50 of which are full time. Of these
employees, 14 are involved primarily in sales and marketing, 16 work on systems
support, 13 are involved in product development and the remaining eight are
responsible for all management and administrative functions.

                                       12
<PAGE>   13



Item 2.   Properties

     The Company's plant and its executive offices comprising approximately
20,000 square feet are located at 2100 Sherman Avenue, Cincinnati, Ohio 45212.
The Company leases this facility. The lease extends until April 30, 2002 and
calls for escalating lease payments. Lease payments for the year ended June 30,
1998 amounted to approximately $ 306,000.

     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.

Item 3.  Legal Proceedings

     The Company is not a party to any pending legal proceedings which 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.


                                     PART II

Item 5.  Market for the Company's Common Equity and Related Stockholder Matters

     The Company's common stock is held by approximately 600 shareholders of
record as of June 30, 1998, and is traded on The Toronto Stock Exchange. The
range of price quotations in each quarter of the two years ended June 30, 1998
are 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, 1996                         1.55            0.90
December 31, 1996                          1.40            0.90
March 31, 1997                             0.82            0.56
June 30, 1997                              0.84            0.51
September 30, 1997                         1.10            0.20
December 31, 1997                          0.90            0.50
March 31, 1998                             0.90            0.55
June 30, 1998                              1.10            0.62

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


                                       13
<PAGE>   14

     No dividends were declared or paid during the two years ended June 30, 1998
and June 30, 1997, and the Company does not anticipate paying dividends in the
foreseeable future.


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

     In January 1994, the Company completed its initial public offering ("IPO")
of 2,181,820 shares of common stock (see Note 1 of Notes to the Financial
Statements). The net proceeds of this offering, after deducting applicable
issuance costs and expenses, were $7.7 million. The proceeds of the offering
were used to retire the debt of the Company incurred prior to the offering. In
addition, the proceeds are continuing to be used for sales and marketing
programs, as well as for product development.

     Working Capital increased to $2.2 million in 1998 from $0.8 million in
1997. The increase of $1.4 million was mostly attributable to the increase in
cash and marketable securities investments of $1.0 million and accounts
receivable of $557,000 and a decrease in accounts payable of $332,000 offset by
an increase in deferred maintenance revenue of $266,000. The increases in cash
and marketable securities reflect the profitability experienced by the Company
in fiscal 1998.

       During 1998, the Company provided cash of $1.3 million from operating
activities and invested another $190,000 and $63,000 in software development and
fixed assets, respectively. The ending cash balance increased by $473,000. The
Company purchased additional marketable securities of $546,000.

      At the end of 1998, the Company held cash and marketable securities
totaling $1.8 million and had no outstanding long-term debt obligation.

      The Company has no material commitments for capital expenditures, nor is
the Company 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 loss that do not arise from the Company's continuing operations.


                                       14
<PAGE>   15


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 1998 VERSUS 1997

     Sales for fiscal 1998 increased by $2,754,000 or 39% compared with 1997.
This increase by product is broken down as follows (in thousands): 

                                                                    INCREASE
PRODUCT CATEGORY                       1998          1997          (DECREASE)
----------------                       ----          ----          ----------

ACD Products                          $7,007        $4,702            $2,305
Other CTI Products                     1,222         1,257               (35)
Services                               1,519         1,053               466
Other                                     51            33                18
                                      ------        ------            ------
Total                                 $9,799        $7,045            $2,754

       The increase in the sales of the Automatic Call Distribution software
products was due to achieving a greater level of penetration through the
Company's distribution channels for the product through both Northern Telecom
and NEC. During the fourth quarter of fiscal 1998, the Company recorded a sale
to a major distributor that accounted for 10% of the Company's annual sales.
Services increased due to the Company's focused efforts on providing services,
such as, installation, training and maintenance, to the end users of the
Company's products.

       Cost of products sold increased $415,000 or 44% due to the increase in
sales. As a percentage of sales, cost of products sold for 1998 increased
slightly to 14% as compared to 13% in 1997. The percentage increase of 1% is due
to the Company's establishment of warranty reserves. Reserves for obsolete
inventory decreased $848,000 due to the $800,000 reserve for OCTUS PTA inventory
that the Company made in the third quarter of fiscal 1997. Amortization of
software costs increased $188,000 due to the Company's decision to accelerate
the write-off of certain assets based on a change in the estimated economic
lives of the assets. License fees, net of fourth quarter adjustments made in
fiscal 1997, increased $613,000 or 47% due to the increase in ACD software sales
volume. Gross Profit increased $2.2 million or 56% as compared to 1997.

       Research and development costs of $532,000 were $88,000 or 20% higher
than 1997. This increase is due to the Company's continuing commitment to
develop new products and new releases of existing products and the increasing
labor costs for software developers. In addition, the Company capitalized
software development costs of $190,000 during the year, a decrease of $1,000
over 1997.


                                       15
<PAGE>   16


       Selling, general, and administrative expenses decreased $364,000 or 8%
over 1997. A schedule of the selling, general, and administrative expense
categories appears below (in thousands):

                                                                     INCREASE
EXPENSE CATEGORY                       1998          1997           (DECREASE)
----------------                       ----          ----           ----------

Payroll                               $3,011        $2,862           $ 149
Professional Services                    159           192             (33)
Sales and Marketing                      712           983            (271)
Occupancy                                318           315               3
Other                                    244           456            (212)
                                      ------        ------           ------
Total                                 $4,444        $4,808           $(364)

       The increase in payroll costs reflects the Company's ability to attract
and retain quality employees in a competitive job market. The decrease in sales
and marketing expenses were the result of a successful transition of
responsibilities under the joint marketing agreement with Nortel. The decrease
in other expenses was largely due to the Company's decision in 1997 to adjust
the useful lives, for depreciation purposes, of certain types of computer
equipment and software thereby increasing the associated expense in fiscal 1997.

       The Company's income from operations of $1,207,000 was $2,502,000 greater
than that experienced in 1997.

     Other income of $39,000 increased by $9,000 or 28% compared to 1997 due to
the increase in the amount of funds invested in marketable securities.

       The net income of $1,246,000 represents an increase of $2,510,000
compared to the loss reported in 1997. The corresponding income per share, basic
and diluted, was $0.10 in 1998 compared to a loss per share of $0.10 in 1997.
Excluding the effects of the retail product inventory adjustment, the Company
would have reported $0.03 net loss per share in 1997.

YEAR 2000 COMPLIANCE

     The Company is in the process of conducting a comprehensive review of its
key internal financial, information and operational systems to identify the
systems that could be materially affected by the Year 2000 issue. The Company
will be making appropriate modifications and conducting compliance testing on
these systems. The Company believes that with modifications to, or replacement
of, existing systems, the Year 2000 issue will not pose significant operating
problems. Based upon preliminary information, the costs of addressing internal
problems are not expected to have a material adverse impact on the Company's
financial position, results of operations, or cash flows in future periods.
Accordingly, the cost for Year 2000 problems will be funded through operating
cash flows.

     The Company is currently engaged in assessing the capability of its
products to handle the transition to and operate in the Year 2000.

     The Company is in the process of assessing the readiness of significant
suppliers and customers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
issues. The Company cannot guarantee that the systems of other companies will be
converted in a timely manner, or the conversion or failure to convert systems,
would not have an adverse material effect on the Company. 

                                       16
<PAGE>   17


The Company is in the process of evaluating alternative procedures to handle
Year 2000 issues in the event that there would be a delay in implementing any
changes stemming from its current review process.


Item 7.   Financial Statements and Supplementary Data

The response to Item 7 is included in the response to Item 13 of this report.

Item 8.   Changes and Disagreements with Accountants on Accounting and Financial
          Disclosure

     The Company has nothing to report under this Item.

                                       17
<PAGE>   18



PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons of the 
         Registrant

          The information required by this Item is incorporated herein by
reference to the Company's 1998 definitive proxy statement filed on September
25, 1998 with the Securities and Exchange Commission as set forth under the
captions "Voting Shares and Security Ownership of Certain Beneficial Owners and
Management" and "Compensation of Directors and Officers".

Executive Officers of the Company. The names, ages and positions of the
executive officers of the Company as of June 30,1998 are as follows:

NAME                          AGE                  POSITION
----                          ---                  --------
Diane M. Kamionka             51                   President and Chief Executive
                                                   Officer

Bryant A. Downey              35                   Chief Technology Officer

David J. Thibodeau            49                   Vice President - Customer
                                                   Support Services

Peter C. Carfagno             42                   Vice President - Sales

     Each of the officers has been engaged in their principal occupation
indicated above for the previous five years, except for Mr. Thibodeau who became
an Executive Officer of the Company during 1996 and Mr. Carfagno who became
Executive Officer during 1997.

Item 10.  Executive Compensation

     The information required by this Item is incorporated herein by reference
to the Company's 1998 definitive proxy statement filed on September 25, 1998
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 1998 definitive proxy statement filed on September 25, 1998 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.



                                       18
<PAGE>   19


Item 13.  Exhibits, Financial Statements and Reports on Form 8-K
----------------------------------------------------------------

(a)(1) AND (2).  FINANCIAL STATEMENTS

     The financial statements attached to the end of this annual report are
filed as part of this annual report.

(a)(3).   EXHIBITS


<TABLE>
<CAPTION>

Exhibit No                                   Description                        Where Provided
---------                                                                       --------------

<S>  <C>                                                                                                          <C>  
3.   Charter and Bylaws ...........................................................................................*

4.   Instruments Defining Rights of Security Holders ..............................................................*
     4.1  Agency Agreement by and among Cintech Tele-Management  Systems, Inc., Loewen,                            -
          Ondaatje,  McCutcheon Limited,  and Toronto Dominion  Securities,  Inc. dated
          January 20, 1994 ........................................................................................*

     4.2  Cintech Tele-Management Systems, Inc. 1993 Stock Option Plan ............................................*

9.   Voting Trust Agreements ......................................................................................*

10.  Material Contracts............................................................................................*

     10.1         Agency Agreement by and among Cintech Tele-Management
                  Systems, Inc., Loewen, Ondaatje, McCutcheon Limited, and
                  Toronto Dominion Securities, Inc. dated January 20, 1994 .......................................*

     10.2         Escrow Agreement described in Part II, Item 1 ...................................................*

     10.3         Lease between Renaissance Partners and Cintech Tele-Management  Systems,
                  Inc. dated July 13, 1990 ........................................................................*

     10.4         Cintech Tele-Management Systems, Inc. Stock Option Plan .........................................*

     10.5         Lease  between  Cintech  Tele-Management  Systems,  Inc.  and Norwood Real
                  Estate Partners dated October 25, 1994 ..........................................................***

13.  Portions of the Annual Report to Shareholders

14.  Material  Foreign  Patents ...................................................................................N/A

27.  Financial Data Schedule

99.  Additional Exhibits  .........................................................................................**

     99.1         Marketing Communique ............................................................................**
     99.2         StarDome Distribution Agreement (Form)...........................................................**
     99.3         Press Release dated June 8, 1994 ................................................................**
     99.4         Letter of Understanding between Cintech Tele-Management
                  Systems, Inc. and NEC America, Inc. dated May 5, 1994 ...........................................**
     99.5         October 10, 1991 Letter .........................................................................***
     99.6         Amendment to License Agreement dated October 10, 1991 ...........................................***
     99.7         Status and Disposition Agreement ................................................................***
     99.8         Loan  Agreement .................................................................................***
     99.9         Agreement for Purchase of Preferred Stock .......................................................***
</TABLE>


                                       19
<PAGE>   20

<TABLE>
<CAPTION>

<S> <C>                                                                                                           <C>  
     99.10        Debt Exchange Agreement .........................................................................***
     99.11        Agreement to Finance ............................................................................***
     99.12        Supplementary Agreement to Finance ..............................................................***
     99.13        Second Supplementary Agreement to Finance .......................................................***
     99.14        Third Supplementary Agreement to Finance ........................................................***
     99.15        Term Note Payable dated May 13, 1996 to Related Parties .........................................***
*             Previously provided in original filing of Form 10-SB
**            Previously provided in Amendment No. 1 to Form 10-SB
***           Previously provided in Amendment No. 2 to Form 10-SB
</TABLE>


(a)(4).  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.

                                       20
<PAGE>   21


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 TELE-MANAGEMENT SYSTEMS, INC.

                               /S/ DIANE M. KAMIONKA
                             -----------------------------
                             By: Diane M. Kamionka,
                             President and Chief Executive Officer

September 22, 1998

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

PRINCIPAL EXECUTIVE OFFICER:

/S/ DIANE M. KAMIONKA                                      September  22 , 1998
-----------------------                                    --------------------
Diane M. Kamionka,                                                 Date
President, Chief Executive Officer and Director


PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/S/ MICHAEL E. FREESE                                       September  22, 1998
-----------------------                                     -------------------
Director of Finance and Administration                             Date

DIRECTORS:


/S/ DIANE M. KAMIONKA                                       September  22, 1998
----------------------                                      -------------------
Diane M. Kamionka,                                                 Date
President, Chief Executive Officer and Director


/S/ BRYANT A. DOWNEY                                       September  22 , 1998
-----------------------                                    --------------------
Bryant A. Downey,                                                  Date
Chief Technology Officer and Director



                                       21
<PAGE>   22



/S/ CARTER F. RANDOLPH                                     September  24 , 1998
-----------------------                                    --------------------
Carter F. Randolph                                                 Date
Director


/S/ FRANK W. TERRIZZI                                      September  22 , 1998
-----------------------                                    --------------------
Frank W. Terrizzi                                                  Date
Director


                                       22