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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001136804-03-000012.txt : 20030620
<SEC-HEADER>0001136804-03-000012.hdr.sgml : 20030620
<ACCEPTANCE-DATETIME>20030620172438
ACCESSION NUMBER:		0001136804-03-000012
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030620
EFFECTIVENESS DATE:		20030620

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:	333-106351
		FILM NUMBER:		03752345

	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:	BUCKTV COM INC
		DATE OF NAME CHANGE:	20000515

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OLERAMMA INC
		DATE OF NAME CHANGE:	19990428
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>mltis806182003.txt
<DESCRIPTION>REGISTRATION STATEMENT
<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

                               Consulting Agreement
                             (Full title of the Plans)

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

                              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,         2,000,000         $.06       $120,000.00       $9.72
$.001 par value
                   ------------                                   ------------
      TOTAL           2,000,000                                      $9.72
- ------------------------------------------------------------------------------

(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.

                                  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, Mr. Craig Cardillo, (authorized signatory, Red Room LLC)
2,000,000 shares (Consulting Agreement).  This issuance of shares is
being made pursuant to a Consulting Agreement (the "Plan") adopted by the
Board of Directors on June 13 2003.  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:

Craig Cardillo, 2,000,000.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Written statement required to be provided to participants pursuant to this
Item 2:
We will provide without charge to each participant in the Consulting Services
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
Registration Statement. Requests may be forwarded to Multi-Tech International,
Corp, John J Cracuiun, III, 1035 Rosemary Blvd. #1, Akron, Ohio 44306.

<PAGE>

GENERAL INFORMATION

This Plan covers 2,000,000 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
June 13, 2003

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

ATTACHMENTS

Attorney's Opinion Letter
Consulting Contract Red Room LLC

                                      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

(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, 2000, December 31, 2001 and December 31, 2002.

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.

<PAGE>

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
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

<PAGE>

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
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>mltilegalopinion.txt
<DESCRIPTION>ATTORNEY'S OPINION
<TEXT>
                                    THE OFFICES OF
                              LAWRENCE S. HARTMAN, ESQ.
                                   12 KAROW COURT
                               CHESTNUT RIDGE, NY 10952
                           NYS Bar Membership Number: 251703

June 17, 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
500,000 shares of Multi-Tech Systems, Inc. (the "Company") common stock, par
value $.001 (the "Common Stock") to be issued to Craig Cardillo of Red Room,
LLC under a Business Consultant Agreement between the Company and Red Room,
LLC, which agreement you have informed me has been approved by the Board of
Directors of the Company June 10, 2003, I have examined the Articles of
Incorporation and Bylaws of the Company, as amended, the foregoing 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 foregoing Agreements, 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
- -------------------------------------
Lawrence S. Hartman, Esq.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>mlticontract.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
                           Multi-Tech International, Corp.

                             BUSINESS CONSULTANT AGREEMENT

This agreement dated June 10, 2003, is made By and Between: Multi-Tech
International, Corp., herein referred to as "Company" and Red Room LLC a New
Jersey LLC with offices located at 83 Virginia Avenue, Mannesquan New Jersey
08736, herein referred to as "Consultant".

                              W I T N E S S E T H :

1. Consultation Services:

The Company hereby employs the consultant to perform the following services
in accordance with the terms and conditions set forth in this agreement: The
consultant will consult with the officers, employees and consultants of the
Company concerning matters relating to the management and organization of
the company, including but not limited to serve as consultant on short and
long term trade and economic development initiatives; recommend, design and
implement strategies for team development, market research, budgeting,
marketing materials, primary market development, due diligence,
territory/corporate licensing, product, and service marketing/sales
programs, and public relations programs, service provided by the Consultant,
which include recommendations for resolving disputes and to generally
consult any matter arising out of the business affairs of the Company, which
are accepted and agreed to by the Consultant. The Consultant will issue
timely and clearly written reports for each service provided.


2. Terms of Agreement:

This agreement will begin June 12, 2003and will end June 11, 2004.  Either
party may cancel this agreement on seven (7) days notice to the other party
in writing.  Shares issued to consultant up to termination shall be
considered payment in full for the contract.  All remaining aggregate
unissued shares will be retained by the Company.


3. Time Devoted by Consultant:

Consultant will spend sufficient time to fulfill its obligations under this
agreement. The particular amount of time may vary from day to day or week to
week.


4. Payment to Consultant:

For the services rendered by the Consultant as set forth herein the
Consultant will be paid an aggregate of 2,000,000 shares of the Company's
common stock as follows:  500,000 within seven days of the execution of this
Agreement and 125,000 shares on each one month anniversary of this agreement
during the 12 months that this Agreement is in effect.  All of such shares
shall be registered on a Form S-8.


5. Independent Contractor:

Both the Company and the Consultant agree that the consultant will act as an
independent contractor in the performance of its duties under this contract.
Accordingly, the consultant shall be responsible for payment of all taxes
including Federal, State and local taxes arising out of the consultant's
activities in accordance with this contract, including by way of illustration
but not limitation, Federal and State income tax, Social Security tax,
Unemployment Insurance taxes, and any other taxes or business license fee as
required.

<PAGE>

6. Confidential Information:

The Consultant agrees that any information received by the consultant during
any furtherance of the Consultant's obligations in accordance with this
contract, which concerns the personal, financial or other affairs of the
company will be treated by the Consultant in full confidence and will not be
revealed to any other persons, firms or organizations.


7.  Representation.

The Consultant represents that he is familiar with securities laws (both
federal and state) and is receiving the shares of common stock set forth
herein for the services rendered pursuant to the terms of this agreement.
The services to be performed by the consultant do not include any form of
capital raising activities.  The Consultant is a sophisticated investor and
is aware of the risks involved in accepting shares of common stock in lieu
of cash compensation.  The Consultant is an accredited investor as defined
under Regulation D.


8. Signatures:

Both the company and the consultant agree to the above contract:

Accepted by:                                      Accepted by:

/s/ Jack Craciun III                           /s/Mr. Craig Cardillo
- ----------------------                         ------------------------
Mr. Jack Craciun III                             Mr. Craig Cardillo
Chairman / President                             Authorized Signatory
Multi-Tech International, Corp.                  Red Room LLC

Dated:  6/13/03                                   Dated:  6/12/03

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