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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001136804-03-000005.txt : 20030404
<SEC-HEADER>0001136804-03-000005.hdr.sgml : 20030404
<ACCEPTANCE-DATETIME>20030404162133
ACCESSION NUMBER:		0001136804-03-000005
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030404
EFFECTIVENESS DATE:		20030404

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MULTI TECH INTERNATIONAL CORP
		CENTRAL INDEX KEY:			0001083743
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				860931332
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-104313
		FILM NUMBER:		03640246

	BUSINESS ADDRESS:	
		STREET 1:		760 KILLIAN ROAD
		CITY:			AKRON
		STATE:			OH
		ZIP:			44319
		BUSINESS PHONE:		3307855555

	MAIL ADDRESS:	
		STREET 1:		760 KILLIAN ROAD
		CITY:			AKRON
		STATE:			OH
		ZIP:			44319

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OLERAMMA INC
		DATE OF NAME CHANGE:	19990428

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BUCKTV COM INC
		DATE OF NAME CHANGE:	20000515
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>multis833103.txt
<TEXT>
                   U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                               REGISTRATION STATEMENT
                                     UNDER
                             THE SECURITIES ACT OF 1933

                            Multi-Tech International, Corp
               (Exact name of registrant as specified in its charter)

                                       NEVADA
            (State or other jurisdiction of incorporation or organization)

                                     86-0931332
                        (IRS Employer Identification Number)

                  760 Killian Road, Akron, Ohio               44319
                   (Address of principal executive offices) (Zip Code)

                             Laughlin International Inc
                                  2533 N Carson St
                              Carson City, Nevada 89706
                       (Name and address of agent for service)

                              (330) 785-5555
             Registrant's telephone number, including area code

                                 Legal Agreement
                             (Full title of the Plans)

                                     Copy to:
                               John J. Craciun, III
                               1035 Rosemary Blvd, #1
                                  Akron, Ohio 44306

                              CALCULATION OF REGISTRATION FEE

- ------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       maximum        maximum
                                       offering       aggregate   Amount of
Title of securities   Amount to be     price          offering    registration
to be registered      registered       per share(2)   price (2)   fee (3)
- ------------------------------------------------------------------------------
Common Stock,           135,000          $.10        $13,500.00     $1.09
$.001 par value
                   ------------                                   ------------
      TOTAL             135,000                                     $1.09
- ------------------------------------------------------------------------------

(1) Includes Common Stock, par value $.001 of the company.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the shares
of Common Stock to be registered hereby estimated in accordance with Rule
457(c), solely for the purpose of computing the registration fee, on the basis
of the average of the high and low bid sales prices per share of Common Stock
of the Registrant During the week ending March 28, 2003.

<PAGE>
PART I

Additional updating and other information with respect to the Legal Retention
Agreements and  the Common Stock issuable thereunder may be provided in the
future to participants in the Plan. The following documents listed under this
Part I and the documents incorporated by reference under Item 3 of Part II to
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act, and are incorporated
herein by reference.

 ITEM 1. PLAN INFORMATION

The Company is offering shares of its common stock to the individual
participants, Jeffrey M. Stein, (partner, Berkman, Henoch, Peterson &
Peddy, P.C.) (the "Legal  Agreements"),  Lawrence Hartman, Attorney, (Legal
Agreement). This issuance of shares is being made pursuant to a Legal and
Consulting Plan (the "Plan") adopted by the Board of Directors on
March 10, 2001. The Board has equated this number of shares to the value of
the consulting services provided or to be provided by these individuals. The
shares issued hereunder will not be subject to any resale restrictions. The
Plan is not qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

Jeffey M Stein, 100,000 for legal services.
Lawrence Hartman, 35,000 for legal services.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Written statement required to be provided to participants pursuant to this
Item 2:

GENERAL INFORMATION

This Plan covers 170,000 shares of common stock, $.001 par value, of Multi-
Tech International, Corp, a Nevada corporation, reserved for issuance pursuant
to the legal agreements. The agreements were entered into by the Company on
March 31, 2003.

The purpose of the agreements are to provide legal services to the Company and
its Subsidiaries.

ATTACHMENTS

Attorney's Opinion Letter
Stock Retainer Letter
Legal Retention Agreement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by MULTI-TECH INTERNATIONAL,
INC., a Nevada corporation ("Multi-Tech International, Inc." or the
Registrant"), with the Securities and Exchange Commission (the "Commission")
are hereby incorporated into this registration statement ("Registration
Statement") by reference:

(i) Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), dated September 16, 1999; and

<PAGE>

(ii) Registrant's quarterly reports on Form 10-QSB for the quarters ended June
30, 1999, September 30, 1999 March 31, 2000, June 30, 2000, September 30, 2000,
March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30,
2002 and September 30, 2002.

(iii) Registrant's annual reports on Form 10-KSB for the years ended December
31, 2000and December 31, 2001.

All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
have been sold or which registers all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing such documents. We will provide
without charge to each participant in the written compensation contracts, upon
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article XI of the Company's Articles of Incorporation for the Company do contain
provisions for indemnification of the officers and directors; in addition,
Section 78.751 of the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors,
employees and agents; advance of expenses.

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

2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and

<PAGE>

reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals there from, to be liable to
the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel in a written
opinion; or

5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than the directors or officers may be entitled
under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the

<PAGE>

Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.



Multi-Tech International, Corp



By: /s/  John J. Craciun, III
- ---------------------------------
John J. Craciun, III, President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>attyopins833103.txt
<DESCRIPTION>ATTORNEY'S OPINION LETTER
<TEXT>
                                   THE OFFICES OF
                               LAWRENCE S. HARTMAN, ESQ.
                                     12 KAROW COURT
                                  CHESTNUT RIDGE, NY 10952
                             NYS Bar Membership Number: 251703


March 31, 2003

Multi-Tech International, Corp.
760 Killian Road
Akron, Ohio  44319



RE:  S-8 Legal Opinion

Dear Sirs:

In connection with the filing of a Registration Statement on Form S-8 with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, (the "Registration Statement") for the purpose of registering
100,000 shares of Multi-Tech Systems, Inc. (the "Company") common stock, par
value $.001 (the "Common Stock") to be issued to BERKMAN, HENOCH, PETERSON &
PEDDY, P.C. under a Legal Services Agreement and registering 35,000 shares of
Multi-Tech Systems Inc. (the "Company") common stock, par value $.001 (the
"Common Stock") to be issued to Lawrence S. Hartman under a Legal Services
Agreement, both of which were approved by the Board of Directors of the
Company March 24, 2003.  I have examined the Articles of Incorporation and
Bylaws of the Company, as amended, the Consulting Agreement and such other
documents of the Company as I have deemed necessary or appropriate for the
purposes of my opinion expressed herein.  In the foregoing examination, I
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me and the representation of Board Approval for these
agreements.

Based upon and subject to the foregoing, it is my opinion that the Common
Stock, when issued, delivered and paid for in accordance with the terms of
the Plan, will be legally issued, validly outstanding, fully paid, and non
assessable.

I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.  I also consent to the use of my name and the making
of statements with respect to myself in the Registration Statement
constituting a part thereof.

Sincerely,


/s/  Lawrence S. Hartman, Esq
- -----------------------------
     Lawrence S. Hartman, Esq



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>stkretlets833103.txt
<DESCRIPTION>STOCK RETAINER LETTER
<TEXT>
                                    LAW OFFICES
                      BERKMAN, HENOCH, PETERSON & PEDDY, P.C.
                 100 GARDEN CITY PLAZA, GARDEN CITY, NY 11530-2112
                             TELEPHONE:  (516) 222-6200
                             FACSIMILE: (516) 222-6209
                             E-MAIL:  j.stein@bhpp.com



                                               April 2, 2003

Via Facsimile

John J. Craciun III, President
Multi-Tech International Corp.
760 Killian Road
Akron, Ohio 44319

      Re:  Retainer

Dear Jack:

     As discussed, in connection with Multi-Tech International Corp. retaining
the services of Berkman, Henoch, Peterson & Peddy, P.C. it is agreed that
Multi-Tech will issue 100,000 shares of its common stock for the benefit of
my firm in the name of Jeffrey M. Stein in connection with the retainer
agreement previously executed.  You have agreed to register these shares
under a registration statement on Form S-8.

If the foregoing is agreeable, please acknowledge such agreement by signing
below.

                                          Very truly yours,

                                          /s/Jeffrey M. Stein
                                          --------------------
                                          Jeffrey M. Stein

Acknowledged and Agreed
The Second day of April, 2003.

/s/ John J. Craciun III
- ----------------------
John J. Craciun III
President
Multi-Tech International Corp.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>legretagrs833103.txt
<DESCRIPTION>LEGAL RETENTION AGREEMENT
<TEXT>
                     LEGAL RETENTION AGREEMENT

This Legal Retention Agreement (the "Agreement") is entered as of the 24th day
of March 2003, between Multi-Tech International, Inc. and Lawrence Hartman, an
individual having an address 12 Karow Court, Chestnut Ridge, NY 10952
(hereinafter referred to as the "Attorney").

                                    WITNESSETH

     WHEREAS, the Attorney has been providing ongoing legal and consulting
services to the Company and payments previously made to the attorney as a
retainer have been utlized; and

     WHEREAS, the Company desires to continue to retain the services of
Attorney; and

     WHEREAS, in order to retain the services of Attorneys, the Company wishes
to grant to Attorney Shares in the Company, $.01 par values, of the Company;

     ACCORDINGLY, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the
Attorney, intending to be legally bound, hereby agree as follows:

     1.  Services.  Attorney will provide the Company with legal and advisory
         services, including guiding the company in structuring its corporate
         structure in connection with ongoing corporate transactions.

     2.  Grant of Shares: The Company hereby grants to Attorney 35,000 shares
         of the Company registered pursuant to a Form S-8, and 35,000 restricted
         shares in the company as a retainer for services to be rendered by
         Attorney under this Agreement.  The Company shall promptly take action
         to register such shares on Form S-8 and deliver such shares to
         Attorney.

     3.  Condition Precedent. As a condition to earning the Shares of the
         Company pursuant to paragraph 1 above, Attorney must use or continue
         to use his best lawful effort for the benefit of the Company and its
         Subsidiaries. The Company acknowledges that Attorney's role is a part
         time position, involving advice and consultation to the Company as an
         Attorney.

     4.  Parties Bound. This Agreement shall be binding upon and insure to the
         benefit of the parties hereto and their respective successors and
         assigns, and all references herein to either the Company or the
         Attorney shall de deemed to include any successor or successors,
         whether immediate or remote.

     5.  Governing Law and Enforcement. This Agreement shall be governed by
         and construed and enforced in accordance with the laws of the United
         State of America and the State of New York. This Agreement was
         executed, delivers and is to be performed in New York, NY. Should
         any clause, sentence or section of this Agreement be judicially or
         administratively determined to be invalid, unenforceable or void by
         the laws of the State of New York or any agency or subdivision
         thereof, such decision shall not have the effect of invalidating or
         voiding any it her clause, sentence or section of this Agreement and
         the parties hereto agree that the part or parts of this Agreement so
         held to be invalid, unenforceable or void, shall be deemed to have
         been deleted here from and all other clause, sentences and sections
         shall have the same force and effect as if such invalid or
         unenforceable part or parts had never been included herein.

<PAGE>

     6.  Captions. The headings or captions of this Agreement have been
         include for ease of reference only and are not to be considered in
         the construction or interpretation of this Agreement or any section
         or clause contained herein or therein.

     7.  Amendments.   This Agreement may not be modified, amended or
         terminated except by another agreement in writing executed by the
         parties hereto.

     8.  Counterparts. This Agreement may be signed in one or more
         counterparts with the same effect as if the parties signed the same
         document. All counterparts shall be construed together and shall
         constitute one instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date and year first above written.


Multi-Tech International, Inc.,
A Nevada corporation


By: /s/  John J. Craciun, III
- ---------------------------------
John J. Craciun, III, President




/s/  Lawrence S. Hartman, Esq
- -----------------------------
     Lawrence S. Hartman, Esq



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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