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<SEC-DOCUMENT>0001136804-04-000006.txt : 20040414
<SEC-HEADER>0001136804-04-000006.hdr.sgml : 20040414
<ACCEPTANCE-DATETIME>20040414144944
ACCESSION NUMBER:		0001136804-04-000006
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040414

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:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-25909
		FILM NUMBER:		04732729

	BUSINESS ADDRESS:	
		STREET 1:		9974 HUNTINGTON PARK DRIVE
		CITY:			STRONGSVILLE
		STATE:			OH
		ZIP:			44136
		BUSINESS PHONE:		440 759-7470

	MAIL ADDRESS:	
		STREET 1:		9974 HUNTINGTON PARK DRIVE
		CITY:			STRONGSVILLE
		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>10KSB
<SEQUENCE>1
<FILENAME>multi10k123103.txt
<DESCRIPTION>10KSB
<TEXT>

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-KSB

          [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                      SECURITIES EXCHANGE ACT OF 1934
              For the fiscal year ended December 31, 2003

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ___________ to ___________

                          Commission file number: 0-25909

                      Multi-Tech International, Corp.
             (Name of small business issuer in its charter)

              Nevada                               86-0931332
   (State or other jurisdiction of               (IRS Employer
   incorporation  or  organization)           Identification No.)


          9974 Huntington Park Drive
              Strongsville, OH                      44136-2516
     (Address of principal executive offices)       (Zip Code)

                              440-759-7470
                       (Issuer's telephone number)

     Securities registered under Section 12(b) of the Exchange Act:
                               None

     Securities registered under Section 12(g) of the Exchange Act:
                      Common Stock, par value $.001
                            (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
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 [ ]


Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, 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. [ ]

State issuer's revenues for its most recent fiscal year:  0

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days:  $ 696,000  as of March 31, 2004.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 20,000,000 as of March 31,
2004

Transitional Small Business Disclosure Format (Check one):  Yes; No  X

<PAGE>

                             TABLE OF CONTENTS

                                                                     PAGE
PART I

Item 1.  Description of Business.....................................   4
Item 2.  Description of Property.....................................   6
Item 3.  Legal Proceedings...........................................   6
Item 4.  Submission of Matters to a Vote of Security Holders.........   6


PART II

Item 5.  Market for Common Equity and Related Stockholder Matters....   6
Item 6.  Management's Discussion and Analysis or Plan of Operation...   8
Item 7.  Financial Statements   .....................................   9
Item 8.  Changes In and Disagreements With Accountants on
         Accounting and Financial Disclosure.........................  29
Item 8A Controls and Procedures......................................  29


PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act..  29
Item 10. Executive Compensation......................................  30
Item 11. Security Ownership of Certain Beneficial Owners and
         Management..................................................  30
Item 12. Certain Relationships and Related Transactions..............  31
Item 13. Exhibits and Reports on Form 8-K............................  31
Item 14  Principal Accountant Fees and Services......................  31
SIGNATURES...........................................................  31

                                    Page Two
<PAGE>


Disclosure Regarding Forward-Looking Statements

Under the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 (the "PSLRA"), we caution readers regarding forward looking
statements found in this report and in any other statement made by, or on our
behalf, whether or not in future filings with the Securities and Exchange
Commission.  Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial
results or other developments.  Forward looking statements are necessarily
based upon estimates and assumptions that are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond our control and many of which, with respect to future business
decisions, are subject to change.  These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially
from those expressed in any forward-looking statements made by or on our
behalf.  We disclaim any obligation to update forward-looking statements.
This report contains forward-looking statements. The forward-looking
statements include all statements that are not statements of historical fact.
The forward-looking statements are often identifiable by their use of words
such as "may," "expect," "believe," "anticipate," "intend," "could,"
"estimate," or "continue," "plans" or the negative or other variations of
those or comparable terms.  Our actual results could differ materially from
the anticipated results described in the forward-looking statements.  Factors
that could affect our results include, but are not limited to, those discussed
in Item 6, "Management's Discussion and Analysis or Plan of Operation" and
included elsewhere in this report.


                                    Page Three
<PAGE>

                                      PART I

ITEM 1.  DESCRIPTION OF BUSINESS.


Background and Organization

Multi-Tech International, Corp., a developmental stage company, hereinafter
referred to as "the Company", "we' or "us", was originally organized by the
filing of Articles of Incorporation with the Secretary of State of the State
of Nevada on September 21, 1998 under the name Oleramma, Inc. The Articles of
Incorporation authorized the issuance of one hundred fifty million
(105,000,000) shares, consisting of one hundred million (100,000,000) shares
of Common Stock at par value of $0.001 per share and five million (5,000,000)
shares of Preferred Stock at par value of $0.001. As of December 31, 2003, we
had 16,851,920 shares of Common Stock outstanding, no Preferred Stock issued
or outstanding, options to purchase 50,000 shares of Common Stock at $1.00 per
share and options to purchase 50,000 shares of Common Stock at $1.50 per share.

We were a company that hoped to develop a genetically engineered Pima cotton
seed, with a virus fatal to the bollworm.  It was our hope to enter the
marketplace as the first genetically engineered Pima cotton, which is
genetically superior in combating infestations.  Unfortunately we were not
able to achieve our original goals and on December 31, 2000 we changed our
name to BUCKTV.COM, Inc. pursued and began a new direction. At this time our
principal business strategy was to market consumer products through an
Interactive Website, and to promote this Website through commercial radio
promotions, and Internet search engines, utilizing the talent and skills of a
famous radio/television personality. However, this was unsuccessful and we
began a search for new opportunities.

On November 15, 2002, pursuant to an Asset Purchase Agreement (the
"Agreement") we acquired all the assets of AlphaCom, Inc. ("Alphacom"),
setting a new strategic direction for the Company, and changed the name of
the Company to Multi-Tech International, Inc. ("Multi-Tech" OTCBB:MLTI) and
new management joined the Company.  On November 13, 2003 it was mutually
agreed to void this agreement.  In connection with this the Company is now
actively pursuing companies to acquire, merge or otherwise enter into a
business combination.

Asset Purchase Agreement

Pursuant to the Agreement we issued a total of 30,320,552  shares of our
Common Stock (the "Shares") and a promissory note in the amount of $4,319,000
payable to Alphacom representing 74.1 percent of our outstanding shares of
Common Stock in exchange for all of the assets of Alphacom including all
business and technologic developments and licensing and marketing rights to
such assets.  The Shares are being held in escrow for 12 months pursuant to
the terms of the Agreement, and are subject to downward adjustment based upon
financial contingencies set forth in the Agreement.  The acquisition has been
accounted for under purchase method accounting.  As a condition to the closing
we effected a 1-for-14.525 reverse split of our Common Stock in November 2002.

This Agreement was voided by both parties on November 13, 2003 and the note
was cancelled and the issuance of the shares was also cancelled.

Lack of Liability Coverage

We do not maintain any liability coverage.  In the event of any claim against
us or any of our assets we may not have the resources to defend the Company
which could have a material adverse effect on the future prospects.

                                    Page Four

<PAGE>

Pursuit of Strategic Acquisitions and Alliances

We believe there are numerous opportunities to acquire other businesses with
established bases, compatible operations, experience with additional
synergistic aspects, and experienced management.  We believe, that these
acquisitions, if successful, will result in mutually beneficial opportunities,
and could lead to an increase in our revenue and income growth.  We intend to
seek opportunities to acquire businesses, services and/or technologies that we
believe will complement our business operations.  We plan to seek
opportunistic acquisitions that may provide complementary services, expertise
or access to certain markets.  No specific acquisition candidates have been
identified, and no assurance can be given that any transactions will be
effected, or if effected, will be successful.

In addition, we may execute strategic alliances with partners who have
established operations.  As part of these joint venture agreements, we may
make investments in or purchase a part ownership in these joint ventures.  We
believe that joint venture relationships, if successful, will result in
synergistic opportunities, allowing us to gain additional insight, expertise
and penetration in markets where joint venture partners already operate, and
may increase our revenue and income growth.  No specific joint venture
agreements have been signed, and no assurance can be given that any agreements
will be effected, or if effected, will be successful.

At present, the Company is utilizing the resources of its major shareholders
and directors to fund operations.  Nominal funds have been received from sales
to date of  $ 4,280 and from the sale of some of the Company's equipment
totaling $7,287  and will not increase significantly over the next twelve
months.

The Company has not achieved revenues or profitability to date, and the
Company anticipates that it will continue to incur net losses for the
foreseeable future. As of December 31, 2003, the Company had an accumulated
deficit of Eleven million one hundred and twelve thousand three hundred and
eleven ($11,112,311) dollars.  The Company expects that its operating expenses
will increase significantly during the next several months, especially in the
areas of business development and sales and marketing.  The Company is seeking
a merger candidate and as such will have no revenues until a suitable business
is found.  Even if the Company is able to merge with a suitable business there
is no guarantee that it will be profitable and/or generate sufficient cash
flows.

RESIGNATION OF OFFICERS AND DIRECTORS
     David Boon resigned as Chief Operating Officer on March 30, 2003.
     Steven Coutoumanos resigned as an Chief Executive Officer on June 9, 2003
and as a member of the Board of Directors on June 25, 2003.
     Mark P. Wing resigned as a member of the Board of Directors on June 25,
2003.
     Reverend Richard Rasch resigned as a member of the Board of Directors on
June 25, 2003.
     John J. Craciun, III resigned as President and member of the Board of
Directors on June 30, 2003.

CURRENT BOARD OF DIRECTORS AND OFFICERS
     Dr. David F. Hostelley, CPA   Board of Directors   Interim President,
                                                        Secretary/Treasurer,
                                                        and CFO.

     Dr. Dennis Byrne              Board of Directors   Assistant Secretary

     The Board of Directors is actively seeking other Board members and a
President with a business development background.

                                    Page Five


<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

Office space is provided without charge by the CEO.  The company does not own
or rent any property.



ITEM 3. Legal Proceedings

There are no current legal proceedings in connection with the Company.

ITEM 4: Submission of Matters to a Vote of Security Holders

       No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 2003.


                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

       Our common stock was cleared for trading on the OTC Bulletin Board
system under the symbol OLRM on November 2, 1999.  On November  22, 2002 our
symbol changed to MLTI.  A very limited market exists for the trading of our
common stock.  On October 25, 2002 a 14.525 for 1 reverse split of our common
stock was effected.

       The table below sets forth the high and low bid prices of our common
stock for each quarter shown.  Quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.


       Fiscal 2002                          High              Low

       Quarter Ended March 31, 200          .14               .04

       Quarter Ended June 30, 2002          .09               .01
       Quarter Ended September 30, 2002     .03               .01
       Quarter ended December 31, 2002      .025              .001

       Fiscal 2003                          High              Low

       Quarter Ended March 31, 2003         .40               .20
       Quarter Ended June 30, 2003          .12               .05
       Quarter Ended September 30, 2003     .02               .02
       Quarter ended December 31, 2003      .015              .015


Holders

       As of March 31, 2004, there were 889 holders of record of our common
stock.

Dividends

       Holders of common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. No dividends have been paid on our
common stock, and we do not anticipate paying any dividends on our common
stock in the foreseeable future.

Recent Sales of Unregistered Securities

       On November 20, 2002 we effected a 14.525 to 1 reverse stock split of
our common stock, after which there were six million five hundred thousand and
three hundred and eighty-two (6,500,382) common shares outstanding.

                                    Page Six

<PAGE>

       On November 20, 2002 we issued 30,320,552 shares of common stock to
Alphacom in connection with the Asset Purchase Agreement.

       On December 12, 2002 we issued one million (1,000,000) shares of common
stock.

       On December 9, 2002 we issued 3,087,000 shares of common stock.

       On December 10, 2002 issued options to purchase 50,000 shares of common
stock at $1.00 per share, which expire on December 10, 2005, and options to
purchase 50,000 shares of common stock at $1.50 per share3 and has until
December 10, 2005.

       On January 15, 2003 we cancelled 500,000 shares of common stock in
cancellation of a consulting agreement.


       On January 15, 2003 we cancelled 150,000 shares of common stock in
cancellation of a consulting agreement.

       On April 8, 2003 we issued 70,000 shares of common stock for services.

       On April 8, 2003 we issued 100,000 shares of common stock for services.

       On May 20, 2003 we issue 30,000 shares of common stock for services.

       On May 20, 2003 we issued 2,000,000 shares of common stock for
services.

       On May 20, 2003 we issued 200,000 shares of common stock for services.

       On May 20, 2003 we issued 100,000 shares of common stock for services.

       On June 9, 2003 we cancelled 2,000,000 shares of common stock in
cancellation of a consulting agreement.

       On June 24, 2003 we issued 500,000 shares of common stock for services.

       On June 28, 2003 we issued 500,000 shares of common stock for services.

       On June 28, 2003 we issued 400,000 shares of common stock for services.

       On June 30, 2003 we issued 500,000 shares of common stock for services.

       On July 9, 2003 we issued 50,000 shares of common stock for services.

       On July 10, 2003 we issued 125,000 shares of common stock for services.

       On August 10, 2003 we issued 125,000 shares of common stock for
services.

       On September 10, 2003 we issued 125,000 shares of common stock for
services.

       On November 11, 2003 we issued 100,000 shares of common stock for
services.

On November 13, 2003 we cancelled 30,320,552 shares of common stock in
cancellation of the contract with AlphaCom, Inc. as it pertains to the asset
purchase agreement.

       On November 13, 2003 we issued 4,604,534 common shares for cash of
$23,023.

                                    Page Seven

<PAGE>

       On November 13, 2003 we issued 1,000,000 shares of common stock for
services.

       On November 13, 2003 we issued 150,000 shares of common stock as a loan
incentive.

       On December 30, 2003 we cancelled 200,000 shares of common stock in
cancellation of a consulting agreement.
       On December 30, 2003 we cancelled 65,000 shares of common stock in
cancellation of an agreement.

       On December 30, 2003 we cancelled 1,000,000 shares of common stock in
cancellation of a consulting agreement.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General

       We will need to generate increased revenues to achieve profitability.
To the extent that increases in operating expenses precede or are not
subsequently followed by commensurate increases in revenues, or if are unable
to adjust operating expense levels accordingly, our business, results of

operations and financial condition would be materially and adversely affected.
There can be no assurances that we can achieve or sustain profitability or
that our operating losses will not increase in the future.

       Our future success is substantially dependent upon the following:

Results of Operations

We have not generated any revenues to date.  We do not expect to generate
significant revenues over the next approximately to twelve (12) months. During
calendar year 2003 we had net losses of $316,307 compared with net income of
$87,033 during fiscal 2002.

Liquidity and Capital Resources

       The Company's capital requirements have historically consisted of
funding operations and capital expenditures through the sale of common stock
and the exchange of common stock for services.  The Company has no significant
revenue from operations.

       Net cash provided from operating activities for the twelve months ended
December 31, 2003 was $ 7,184 compared with cash provided from operating
activities for the year ended December 31, 2002 of $234,623 which included a
gain on settlement of debt of $ 300,000.

       The Company's working capital deficiency is currently $ 300,762 for the
year ended December 31, 2003 compared with $4,239,588 for 2002.  The greatest
portion of the deficiency for 2002 relates to a note payable in connection
with the asset purchase, which may be reduced if certain conditions relating
to the asset purchase as described above.  This note was cancelled on November
13, 2003 as a result of the mutually voiding of the agreement that generated
the note.


       The ability of the company to meet its business objectives as described
above depend upon the Company raising the required capital.  The Company is
exploring a number of funding opportunities at the moment.  Discussions have
been on a verbal basis only to date.



       The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.

                                    Page Eight

<PAGE>

       We have limited financial resources available, which has an adverse
impact on our liquidity, activities and operations. These limitations have
adversely affected our ability to obtain certain projects and pursue
additional business. There is no assurance that the proceeds that we will be
able to raise will be sufficient funding to enhance our financial resources
sufficiently to generate profits.


ITEM 7.  FINANCIAL STATEMENTS.


                          MULTI-TECH INTERNATIONAL, CORP.
                           (A DEVELOPMENT STATE COMPANY)

                                FINANCIAL STATEMENTS

                           December 31, 2003 and December 31, 2002


                                   TABLE OF CONTENTS

INDEPENDENT AUDITORS REPORT                                            F- 1

BALANCE SHEET - ASSETS                                                 F- 2

BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY                   F- 3

STATEMENT OF OPERATIONS                                                F- 4

STATEMENT OF CASH FLOWS                                                F- 5


STATEMENT OF CHANGES OF STOCKHOLDERS' EQUITY                           F- 6-10


NOTES TO FINANCIAL STATEMENTS                                          F-11-19

                                    Page Nine

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
Multi Tech International Corp.


     We have audited the accompanying  balance sheets of Multi Tech
International Corp. (A Development Stage Company) as of December 31, 2003 and
2002, and the related  statement of operations, cash flows, and changes in
stockholders' equity for the years then ended and for the period September 21,
1998  (inception) to December 31, 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

     We conducted our audits in accordance  with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles  used and  significant estimates  made by  management,  as well
as evaluating  the  overall  financial statement  presentation.  We believe
that our audits provide a reasonable  basis for our opinion.

     In our opinion, the financial  statements  referred to above present
fairly, in all material respects, the financial position of. Multi Tech
International Corp, at December 31, 2003 and 2002, and the results of their
operations and their cash flows for the years then ended and for the period,
September 21, 1998 (inception) to December 31, 2003 in conformity with
accounting  principles  generally accepted in the United States.

     The accompanying financial statements have been prepared assuming that
the Company will  continue as a going concern.  As discussed in Note 9 to the
financial statements, the Company's recurring losses from operations raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 9.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty


Michael Johnson & Co., LLC
Denver, Colorado
April 12 , 2004


                                           F-1

                                          Page Ten

<PAGE>

                          MULTI-TECH INTERNATIONAL, CORP.
                           (A DEVELOPMENT STATE COMPANY)

                                 BALANCE SHEET

<TABLE>
<CAPTION>
                                     DECEMBER 31,          DECEMBER 31,
                                        2003                   2002
                                    --------------------------------------
<S>                                 <C>                   <C>
          ASSETS

CURRENT
Cash                                $         19             $          0
Marketable securities                          0                   36,100
Prepaid assets and sundry assets              23                   55,348
                                    --------------------------------------
Total Current Assets                          42                   91,448
                                    --------------------------------------

FIXED  (NET OF ACCUMULATED
DEPRECIATION)
Equipment                                      0                   33,479
Office furniture                               0                    5,619
Leasehold improvements                         0                    5,959
Vehicle                                        0                    1,328
                                    --------------------------------------
TOTAL FIXED ASSETS                             0                   46,385
                                    --------------------------------------

OTHER
Patents rights                                 0                4,204,744
                                    --------------------------------------
Total Other Assets                             0                4,204,744
                                    --------------------------------------
TOTAL ASSETS                        $         42             $  4,342,577
                                    --------------------------------------
                                    --------------------------------------

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                            F-2

                                          Page Eleven

<PAGE>

                          MULTI-TECH INTERNATIONAL, CORP.
                           (A DEVELOPMENT STATE COMPANY)

                                 BALANCE SHEET

<TABLE>
<CAPTION>
                                     DECEMBER 31,          DECEMBER 31,
                                        2003                  2002
                                    --------------------------------------
<S>                                 <C>                   <C>

          LIABILITIES

CURRENT
Accounts payable                    $      124,559         $       18,434
Accrued Wages                              150,000                      0
Loans payable                               26,226                 10,826
Note payable                                     0              4,301,776
                                    --------------------------------------
total Current Liabilities                  300,785              4,331,036
                                    --------------------------------------

STOCKHOLDERS' EQUITY

Preferred stock, authorized 5,000,000
shares par value $0.001
- -issued and outstanding - none                -                       -

Common stock, authorized 100,000,000
shares, par value $0.001
issued and outstanding  16,851,920
 (2002 - 40,907,934)                        16,852                 40,908


Additional Paid in Capital               9,975,845              9,947,766
Donated Capital                            818,871                818,871

Deficit accumulated
during development stage               (11,112,311)           (10,796,004)
                                    --------------------------------------

Total Stockholders' Equity                (300,743)                11,541
                                    --------------------------------------
Total Liabilities and
Stockholders' Equity                  $         42           $  4,342,577
                                    --------------------------------------
                                    --------------------------------------
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                            F-3

                                          Page Twelve

<PAGE>

                          MULTI-TECH INTERNATIONAL, CORP.
                           (A DEVELOPMENT STATE COMPANY)
                              STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     FROM
                                                                SEPT 21, 1998
                                 YEAR ENDED      YEAR ENDED      (INCEPTION)
                                  DECEMBER        DECEMBER         DECEMBER
                                  31, 2003        31, 2002         31, 2003
- ------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>
REVENUE                         $        0      $       197     $         197
- ------------------------------------------------------------------------------

EXPENSES
Selling, general
and administrative expenses
                                   315,586          213,164        11,411,787
- ------------------------------------------------------------------------------
Total Operating Expenses           315,586          213,164        11,411,787
- ------------------------------------------------------------------------------

NET LOSS BEFORE UNDERNOTED ITEM   (315,586)        (212,967)      (11,411,590)

GAIN ON SETTLEMENT OF DEBT                          300,000           300,000

LOSS ON DISPOSAL OF ASSETS            (721)               0              (721)
- ------------------------------------------------------------------------------

NET INCOME (LOSS) FROM
OPERATIONS                      $ (316,307)     $    87,033     $ (11,112,311)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Weighted average number of
shares outstanding              11,666,882       10,565,237        16,851,920

Net income (loss) per share     $  (0.03)       $   0.01        $     (0.66)

</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                            F-4

                                          Page Thirteen

<PAGE>

                          MULTI-TECH INTERNATIONAL, CORP.
                           (A DEVELOPMENT STATE COMPANY)
                              STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     FROM
                                                                SEPT 21, 1998
                                 YEAR ENDED      YEAR ENDED      (INCEPTION)
                                  DECEMBER        DECEMBER         DECEMBER
                                  31, 2003        31, 2002         31, 2003
- ------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>
CASH FLOW FROM OPERATING
ACTIVITIES
Net Income (Loss)               $ (316,307)     $    87,033     $ (11,112,311)
- ------------------------------------------------------------------------------
Adjustments to reconcile net
  income (loss) to net cash in
  operating activities:

  Stock issued for services         11,320            8,174         9,752,599

  Depreciation and
  Amortization                           0                0             3,825

  Loss on disposal of
fixed assets                           721                0               721


Change in assets and liabilities

  (Increase) Decrease in prepaid
  expenses                          55,325          120,982               (23)

  Increase in accounts payable     106,125           18,434           124,559

  Increase in Accrued Wages        150,000                0           150,000
- ------------------------------------------------------------------------------

Cash Used In Operating
Activities                          7,184           234,623        (1,080,630)
- ------------------------------------------------------------------------------

Cash Flow From Financing
Activities

Increase in loans payable           15,400           10,826            26,226

Stock issued on account of
  purchase of assets   -           (30,321)          30,321                 0

Note payable on account of
  purchase of assets            (4,301,776)       4,301,776                 0

Issuance of common stock for
  cash                 -            23,023                0           239,397

Decrease in Loan to director             0         (300,000)                0

Donated capital                          0                0           818,871
- ------------------------------------------------------------------------------
Cash Provided by Financing
Activities                      (4,293,674)       4,042,293         1,084,494
- ------------------------------------------------------------------------------


Cash Flow From Investing
  Activities
Reversal (Purchase) of
fixed assets                        38,377          (37,070)          (11,133)

Disposal of fixed assets             7,287                0             7,287

Reversal (Acquisition) of
marketable securities               36,100          (36,100)                0

Reversal (Acquisition) of
patents rights                   4,204,744       (4,204,744)                0
- -----------------------------------------------------------------------------

Cash Used In Investing
  Activities                     4,283,508       (4,277,917)          (3,846)
- ------------------------------------------------------------------------------

Increase (Decrease) In Cash     $       18      $      (368)    $          18

Cash and Cash Equivalents
   Beginning of Year            $        0      $       368     $           0
                                ----------------------------------------------
Balance at end of period        $       18      $         0     $          18
                                ----------------------------------------------
- ------------------------------------------------------------------------------

SUPPLEMENTARY INFORMATION

Interest Paid                   $       42      $         0     $          42
Taxes paid                      $        0      $         0     $           0

</TABLE>


  The accompanying notes are an integral part of these financial statements.

                                            F-5

                                          Page Fourteen

<PAGE>



                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     FROM INCEPTION (SEPTEMBER 21, 1998) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                         DEFICIT
                                                                                       ACCUMULATED
                                   COMMON                  ADDITIONAL                     DURING         TOTAL
                                   STOCK                    PAID IN        DONATED     DEVELOPMENT    STOCKHOLDERS'
                                   SHARES          AMOUNT    CAPITAL       CAPITAL        STAGE         EQUITY
<S>                             <C>           <C>           <C>           <C>          <C>          <C>
September 21, 1998-
   issued for cash               3,000,000    $    3,000    $    5,016    $        -   $        -    $    8,016

Net loss for year ended
   December 31, 1998                     -             -             -             -       (6,841)       (6,841)
                                ----------------------------------------------------------------------------------
Balances as at
   December 31, 1998             3,000,000         3,000         5,016             -       (6,841)        1,175
                                ----------------------------------------------------------------------------------
February 28, 1999 - issued
   from sale of public
   offering                        767,000           767        37,591             -            -        38,358

Net loss for year ended
   December 31, 1999                     -             -             -             -      (28,815)      (28,815)
                               -----------------------------------------------------------------------------------
Balances as at
   December 31, 1999             3,767,000         3,767        42,607             -      (35,656)       10,718
                               -----------------------------------------------------------------------------------
March 10, 2000 -
   issued for cash               3,000,000         3,000        27,000             -            -        30,000

March 28 2000 -
   issued for services           1,675,000         1,675     2,929,575             -            -     2,931,250

April 24, 2000 - issued for
   advertising services          1,000,000         1,000     1,199,000             -            -     1,200,000

June 5, 2000 - issued for
   services                        200,000           200       119,800             -            -       120,000

June 15, 2000 - issued for
   services                        944,220           944       376,744             -            -       377,688

July 21, 2000 - issued for
   services                        500,000           500       134,500             -            -       135,000

July 21, 2000 - issued for
   services                      2,000,000         2,000       538,000             -            -       540,000

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                            F-6

                                          Page Fifteen

<PAGE>

                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     FROM INCEPTION (SEPTEMBER 21, 1998) TO DECEMBER 31, 2003


<TABLE>
<CAPTION>
                                                                                         DEFICIT
                                                                                       ACCUMULATED
                                   COMMON                  ADDITIONAL                     DURING         TOTAL
                                   STOCK                    PAID IN        DONATED     DEVELOPMENT    STOCKHOLDERS'
                                   SHARES          AMOUNT    CAPITAL       CAPITAL        STAGE         EQUITY
<S>                             <C>           <C>           <C>           <C>          <C>          <C>


July 14, 2000 - issued for
   services                        575,000           575       154,675             -            -       155,250

August 7, 2000 - issued for
   services                        660,000           660       184,140             -            -       184,800

September 13, 2000 - issued
   for services                    760,000           760       212,040             -            -       212,800

November 9, 2000 - issued
   for services                  5,000,000         5,000     1,395,000             -            -     1,400,000

December 22, 2000 - issued
   for services                  5,720,500         5,720     1,596,020             -            -     1,601,740

Shareholder donated capital              -             -             -       730,936            -       730,936

Net Loss for year ended
   December 31, 2000                     -             -             -             -   (4,391,448)   (4,391,448)
                               -----------------------------------------------------------------------------------
Balances as at
  December 31, 2000            25,801,720         25,801     8,909,101       730,936   (4,427,104)    5,238,734

March 2, 2001 - issued for
   services                     10,890,000        10,890       479,160             -            -       490,050

April 11, 2001 - issued for
   services                     22,625,000        22,625       181,000             -            -       203,625

April 11, 2001 - sold shares
   to qualified investor        12,500,000        12,500        57,500             -            -        70,000

May 15, 2001 - sold shares
   to qualified investor        12,500,000        12,500        57,500             -            -        70,000

June 1, 2001 - issued for
   services                      3,500,000         3,500       171,500             -            -       175,000

Shareholder paid expenses
   of business                           -             -             -        87,935            -        87,935

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                            F-7

                                          Page Sixteen

<PAGE>

                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     FROM INCEPTION (SEPTEMBER 21, 1998) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                         DEFICIT
                                                                                       ACCUMULATED
                                   COMMON                  ADDITIONAL                     DURING         TOTAL
                                   STOCK                    PAID IN        DONATED     DEVELOPMENT    STOCKHOLDERS'
                                   SHARES          AMOUNT    CAPITAL       CAPITAL        STAGE         EQUITY
<S>                             <C>           <C>           <C>           <C>          <C>          <C>

2001 - issued restricted
   shares                        6,601,633         6,602             -             -            -         6,602

Net Loss for year ended
  December 31, 2001                      -             -             -             -   (6,455,933)   (6,455,933)
                               -----------------------------------------------------------------------------------
Balances as at
   December 31, 2001            94,418,353        94,418     9,855,761       818,871  (10,833,037)     (113,987)

November 15, 2002 - Reverse
   Stock Split (14.525:1)      (87,917,971)      (87,918)      87,918              -            -             0
                               -----------------------------------------------------------------------------------


Balances - post stock split      6,500,382         6,500     9,943,679       818,871  (10,833,037)     (113,987)

December 9, 2002 - issued
   for asset purchase           30,320,522        30,321             -             -            -        30,321

December 9, 2002 - issued
   for services                  4,087,000         4,087         4,087             -            -         8,174

Net Income for year ended
   December 31, 2002                                                                       87,033        87,033
                               -----------------------------------------------------------------------------------
Balances as at
   December 31, 2002            40,907,934    $   40,908    $9,947,766    $  818,871 $(10,796,004)   $   11,541
                               -----------------------------------------------------------------------------------
January 15, 2003 - cancelled
   consulting services of
   GCD Investments, LLC           (500,000)         (500)         (500)            -            -        (1,000)

January 15, 2003 - cancelled
   consulting services of
   Rodney R. Schoemann            (150,000)         (150)         (150)            -            -          (300)

April 8, 2003 - issued
   for services                     70,000            70            70             -            -           140
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                            F-8

                                          Page Seventeen

<PAGE>

                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     FROM INCEPTION (SEPTEMBER 21, 1998) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                         DEFICIT
                                                                                       ACCUMULATED
                                   COMMON                  ADDITIONAL                     DURING         TOTAL
                                   STOCK                    PAID IN        DONATED     DEVELOPMENT    STOCKHOLDERS'
                                   SHARES          AMOUNT    CAPITAL       CAPITAL        STAGE         EQUITY
<S>                             <C>           <C>           <C>           <C>         <C>            <C>

April 8, 2003 - issued
   for services                    100,000           100           100             -            -           200

May 20, 2003 - issued
   for services                     30,000            30            30             -            -            60

May 20, 2003 - issued
   for services                  2,000,000         2,000         2,000             -            -         4,000

May 20, 2003 - issued
   for services                    200,000           200           200             -            -           400

May 20, 2003 - issued
   for services                    100,000           100           100             -            -           200

June 9, 2003 - issued
   for services                 (2,000,000)       (2,000)       (2,000)            -            -        (4,000)

June 24, 2003 - issued
   for services                    500,000           500           500             -            -         1,000

June 28, 2003 - issued
   for services                    400,000           400           400             -            -           800

June 30, 2003 - issued
   for services                    500,000           500           500             -            -         1,000



</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                            F-9

                                          Page Eighteen

<PAGE>

                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     FROM INCEPTION (SEPTEMBER 21, 1998) TO DECEMBER 31, 2003


<TABLE>
<CAPTION>
                                                                                         DEFICIT
                                                                                       ACCUMULATED
                                   COMMON                  ADDITIONAL                     DURING         TOTAL
                                   STOCK                    PAID IN        DONATED     DEVELOPMENT    STOCKHOLDERS'
                                   SHARES          AMOUNT    CAPITAL       CAPITAL        STAGE         EQUITY
<S>                             <C>           <C>           <C>           <C>         <C>            <C>

July 9, 2003 - issued
   for services                     50,000            50            50             -            -           100

July 10, 2003 - issued
   for services                    125,000           125           125             -            -           250

August 10, 2003 - issued
   for services                    125,000           125           125             -            -           250

September 10, 2003 - issued
   for services                    125,000           125           125             -            -           250

November 11, 2003 - issued
   for services                    100,000           100           100             -            -           200

November 13, 2003 - voided
   contract with
   AlphaCom, Inc.              (30,320,552)      (30,321)                          -            -       (30,321)

November 13, 2003 - issued
   for cash                      4,604,538         4,605        18,418             -            -        23,023

November 13, 2003 - issued
   for services                  1,000,000         1,000         9,000             -            -        10,000

November 13, 2003 - issued
   As loan incentive               150,000           150           150             -            -           300

December 30, 2003 shares
   returned by consultant         (200,000)         (200)         (200)            -            -          (400)

December 30, 2003 shares
   returned by consultant          (65,000)         (65)           (65)            -            -          (130)

December 30, 2003 shares
   returned by consultant       (1,000,000)      (1,000)        (1,000)            -            -        (2,000)

Net Loss for year ended
   December 31, 2003                     -            -              -             -     (316,307)     (316,307)

Balances as at
   December 31, 2003            16,851,920      126,852      9,975,844       818,871  (11,112,311)     (300,744)
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                            F-10

                                          Page Nineteen

<PAGE>


                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003

1.     ORGANIZATION AND BASIS OF PRESENTATION

       Nature of Business

       Multi-Tech International, Corp. (the "Company") was incorporated on
       September 21, 1998 under the laws of the State of Nevada. The
       Company was originally incorporated under the name of Oleramma Inc.
       On April 28, 1999, the Company changed its name to BuckTV,Com, Inc.
       on the basis that the Company would market consumer products
       through an Interactive Web site. The Company's primary business
       operations are to engage in any lawful activity.  The Company again
       changed its name in November 2002 to Multi-Tech International, Corp
       to more accurately describe the direction in which the Company has
       taken which is more accurately described below reflecting the
       acquisition made on November 15, 2002 as set out in Note 7 below.
       The Company trades on OTCBB as MLTI.

       On November 13, 2003 the Company agreed to mutually void the
       transaction of November 15, 2002, whereby the Company acquired all
       the        assets of AlphaCom, Inc., setting a new strategic
       direction for the Company.  The Company's principal business was in
       the field of spectrum technologies for communications.

       The Company is focused on acquiring profitable businesses so that it
       can move forward positively.

       The Company's fiscal year end is December 31.

       Development Stage Enterprise

       The Company's activities are accounted for as those of a "Development
       Stage Enterprise" as set forth in Financial Accounting Standards
       Board Statement No. 7 ("SFAS 7").  Among the disclosures required by
       SFAS 7 are that the Company's financial statements be
       identified as those of a development stage company, and that
       the statements of operations, stockholders' equity (deficit)
       and cash flows disclose activity since the date of the Company's
       inception.



2.     SIGNIFICANT ACCOUNTING POLICIES

       Basis of Accounting
       These financial statements are presented on the accrual method of
       accounting in accordance with generally accepted accounting
       principles accepted in the United States.

       Use of Estimates

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates
       and assumptions that affect the reported amounts of assets and
       liabilities and the disclosure of contingent assets and liabilities
       at the date of the financial statements and the reported amounts of
       revenue and expenses during the reporting period.  Actual results may
       differ from those estimates.

       Cash and Cash Equivalents

       The Company considers all highly liquid debt instruments and
       investments, purchased with an original maturity date of three months
       or less, to be cash equivalents.

                                            F-11

                                          Page Twenty

<PAGE>


                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003

2.     SIGNIFICANT ACCOUNTING POLICIES(continued)

       Fixed Assets

       All fixed assets are recorded at their acquisition price. The Company
       uses straight-line depreciation on these assets over their estimated
       useful life.  However, in view of the voiding of the AlphaCom
       contract the Company did not own any fixed assets as of November 13,
       2003.

       Income Taxes

       The Company accounts for income taxes under SFAS No. 109, which
       requires the asset and liability approach to accounting for income
       taxes.  Under this method, deferred assets and liabilities are
       measured based on differences between financial reporting and tax
       bases of assets and liabilities measured using enacted tax rates
       and laws that are expected to be in effect when differences are
       expected to reverse.

       Net earnings (loss) per share

       Basic and diluted net loss per share information is presented under
       the requirements of SFAS No. 128, Earnings per Share.  Basic net
       loss per share is computed by dividing net loss by the weighted
       average number of shares of common stock outstanding for the
       period, less shares subject to repurchase.  Diluted net loss per
       share reflects the potential dilution of securities by adding other
       common stock equivalents, including stock options, shares subject
       to repurchase, warrants and convertible preferred stock, in the
       weighted-average number of common shares outstanding for a period,
       if dilutive.  All potentially dilutive securities have been
       excluded from this computation, as their effect is anti-dilutive.

       Fair Value of Financial Instruments

       The carrying amount of cash, marketable securities, prepaid
       expenses and sundry assets, accounts payable, loans payable, and
       notes payable are considered to be representative of their
       respective fair values because of the short-term nature of
       these financial instruments

       Recently Issued Accounting Standards

       In November 2002, the FASB issued Interpretation, or FIN, No. 45,
       "Guarantor's Accounting and Disclosure Requirements for Guarantees,
       including Indirect Guarantees of Indebtedness of Others." FIN 45
       elaborates on the existing disclosure requirements for most
       guarantees, including residual value guarantees issued in
       conjunction with operating lease agreements. It also clarifies that
       at the time a company issues a guarantee, the company must
       recognize an initial liability for the fair value of the obligation
       it assumes under the guarantee and must disclose that information
       in its interim and annual financial statements. The initial
       recognition and measurement provisions apply on a prospective basis
       to guarantees issued or modified after December 31, 2002  The
       disclosure requirements are effective for the financial statements
       of interim or annual periods ending after December 15, 2002. Our
       adoption of FIN 45 will not have a material impact on our results
       of operations and financial position.

                                            F-12

                                          Page Twenty One

<PAGE>


                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

       Recently Issued Accounting Standards (continued)

       In December 2002, the FASB issued SFAS No. 148, "Accounting for
       Stock-Based Compensation -- Transition and Disclosure." This
       statement amends SFAS 123, "Accounting for Stock-Based
       Compensation," to provide alternative methods of transition for a
       voluntary change to the fair value based method of accounting
       for stock-based employee compensation. In addition, this statement
       amends the disclosure requirements of SFAS 123 to require prominent
       disclosures in both annual and interim financial statements about
       the method of accounting for stock-based accounting for employee
       compensation and the effect of the method used on reported results.
       The Company is currently evaluating whether to adopt the fair
       value based method.

       In January 2003, the FASB issued FIN No. 46, "Consolidation of
       Variable Interest Entities." FIN No. 46 requires that
       unconsolidated variable interest entities be consolidated by their
       primary beneficiaries. A primary beneficiary is the party that
       absorbs a majority of the entity's expected losses or residual
       benefits. FIN No. 46 applies immediately to variable interest
       entities created after January 31, 2003 and to existing variable
       interest entities in the periods beginning after June 15, 2003. Our
       adoption of FIN No. 46 will not have a material impact on our
       results of operations and financial position.

       On April 30, 2003 the FASB issued Statement No. 149, "Amendment of
       Statement 133 on Derivative Instruments and Hedging Activities." The
       Statement amends and clarifies accounting for derivative instruments,
       including certain derivative instruments embedded in other contracts,
       and for hedging activities under Statement 133. The amendments set forth
       in Statement 149 improve financial reporting by requiring that contracts
       with comparable characteristics be accounted for similarly. In
       particular, this Statement clarifies under what circumstances a contract
       with an initial net investment meets the characteristic of a derivative
       as discussed in Statement 133. In addition, it clarifies when a
       derivative contains a financing component that warrants special
       reporting in the statement of cash flows. This Statement is effective
       for contracts entered into or modified after June 30, 2003.

       On May 15, 2003 the FASB issued Statement No. 150, "Accounting for
       Certain Financial Instruments with Characteristics of both
       Liabilities and Equity". The Statement improves the accounting for
       certain financial instruments that, under previous guidance, issuers
       could account for as equity. The new Statement requires that those
       instruments be classified as liabilities in statements of financial
       position. In addition to its requirements for the classification and
       measurement of financial instruments in its scope, Statement 150 also
       requires disclosures about alternative ways of settling the
       instruments and the capital structure of entities, all of whose
       shares are mandatorily redeemable. Most of the guidance in Statement
       150 is effective for all financial instruments entered into or
       modified after May 31, 2003.

       The company believes that none of the recently issued accounting
       standards will have a material impact on the financial statements.

                                            F-13

                                          Page Twenty Two

<PAGE>


                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003



3.     MARKETABLE SECURITIES

       Management determines the appropriate classification of
       investments in debt and equity securities at the time of purchase
       and re-evaluates such designation as of each subsequent balance
       sheet date. Securities for which the Company has the ability and
       intent to hold to maturity are classified as "held to maturity".
       Securities classified as "trading securities" are recorded at fair
       value. Gains and losses on trading securities, realized and
       unrealized, are included in earnings and are calculated using the
       specific identification method. Any other securities are classifie
       as "available for sale." At December 31, 2003 the Company had no
       marketable securities since these assets were returned to AlphaCom on
       November 13, 2003.

4.     CAPITAL STOCK TRANSACTIONS

       On September 22, 1998, the Company issued 3,000,000 shares of its
       $0.001 par value common stock for cash of $8,016.

       On February 28, 1999, the Company completed a public offering that
       was registered with the State of Nevada pursuant to N.R.S. 90.490
       and was exempt from federal registration pursuant to Regulation D,
       Rule 504 of the Securities Act of 1933 as amended.  The Company
       sold 767,000 shares of Common Stock at a price of $0.05 per share
       for a total amount raised of $38,360.

       On March 10, 2000, the Company issued 3,000,000 shares of its
       $0.001 par value common stock for cash of $30,000.

       On March 28, 2000, the Company filed Form S-8 with the U.S.
       Securities and Exchange Commission and issued an additional
       1,675,000 shares of its $0.001 par value common stock for services
       to the Company for a total consideration of $ 2,931,250.

       On April 24, 2000, by Board Resolution the company issued 1,000,000
       restricted 144 shares to BuckBuilders.com, Inc., for advertising
       the Company's website and auction partners plan for a total
       consideration of $ 1,200,000.

       On June 5, 2000, by Board Resolution the Company issued 200,000
       restricted 144 shares to OTC Live, Inc for services for a total
       consideration of $ 120,000.

       On June 15, 2000, by Board Resolution the Company issued 944,220
       restricted 144 shares to Myfreestore.com for services rendered for
       a total consideration of $ 377,688.

       On July 14, 2000, the Company filed Form S-8 with the U.S.
       Securities and Exchange Commission and issued an additional 575,000
       shares of its $0.001 par value common stock for services to the
       Company for a total consideration of $ 155,250.

       On July 21, 2000, by Board Resolution the company issued 500,000
       restricted 144 shares to Rodney Schoemann, Sr. for services
       rendered for a total consideration of $ 135,000.

       On July 21, 2000, by Board Resolution the company issued 2,000,000
       restricted shares to BuckBuilders.com, Inc. for services rendered
       for a total consideration of $ 540,000.

                                            F-14

                                          Page Twenty Three

<PAGE>




                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003



4.     CAPITAL STOCK TRANSACTIONS (continued)

       On August 17, 2000 the Company filed Form S-8 with the U.S.
       Securities and Exchange Commission and issued an additional 660,000
       shares of its $0.001 par value common stock for services to the
       Company for a total consideration of $ 184,800.

       On September 13, 2000, by Board Resolution, the Company issued
       760,000 restricted 144 shares to Washington Hamilton Group, for
       services to the Company for a total consideration $ 212,800.

       On November 9, 2000, by Board Resolution, the Company issued
       5,000,000 shares of restricted 144 shares to Bry Behrmann and Larry
       E Hunter for services rendered for a total consideration of
       $1,400,000.

       On December 22, 2000, the Company issued 5,720,500 shares of
       restricted 144 shares to Stephen Bishop for services rendered for a
       total consideration of $ 1,601,740.

       On March 2, 2001, the Company filed Form S-8 with the U.S.
       Securities and Exchange Commission and issued an additional
       10,890,000 shares of its $0.001 par value common stock for services
       to the Company.

       On April 11, 2001, the Company filed Form S-8 with the U.S.
       Securities and Exchange Commission and issued an additional
       22,625,000 shares of its $0.001 par value common stock for services
       to the Company.

       On April 11, 2001 the Company issued 12,500,000 shares of its
       $0.001 par value common stock for $70,000 cash, to a qualified
       investor.

       On May 15, 2001 the Company issued 12,500,000 shares of its $0.001
       par value common stock for $70,000 cash, to a qualified investor.

       On June 1, 2001, the Company filed Form S-8 with the U.S.
       Securities and Exchange Commission and issued an additional
       3,500,000 shares of its $0.001 par value common stock for services
       to the Company for a total consideration of $ 175,000.

       During various times of the year 2001, the Company issued a total
       of 6,601,633 shares of its $0.001 par value common stock for
       services to the Company.

       On November 20, 2002 the Company filed Form 8-K with the U.S.
       Securities and Exchange Commission indicating that at a Board Of
       Directors' meeting held on October 25, 2002 the Board announced a
       14.525 to 1 reverse stock split, after which there were six million
       five hundred thousand and three hundred and eighty-two (6,500,382)
       common shares outstanding.

       On November 20, 2002 the Company filed Form 8-K with the U.S.
       Securities and Exchange Commission indicating that the Company had
       acquired all of the assets of AlphaCom, Inc. in exchange for
       30,320,552 of its $0.001 par value of common stock and a note for
       $4,319,000.

                                            F-15

                                          Page Twenty Four

<PAGE>




                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003



4.     CAPITAL STOCK TRANSACTIONS (continued)

       On December 9, 2002 the Company issued 3,087,000 of its $0.001 par
       value common stock in exchange for services to the Company for a
       total consideration of $6,174.

       On December 12, 2002 the Company filed Form S-8 with the U.S.
       Securities and Exchange Commission and issued one million
       (1,000,000) of its $0.001 par value common stock in exchange for
       services to the Company for a total consideration of $2,000.

       On January 15, 2003, certain consulting agreements were cancelled
       which resulted in the cancellation of 650,000 shares of common
       stock.

       On April 4, 2003 the Company filed Form S-8 with the U.S. Securities
       and Exchange Commission and issued one hundred and thirty-five
       thousand (135,000) of its $0.001 par value common stock in exchange
       for services to the Company for a total consideration of $270.

       On April 8, 2003 the Company issued 35,000 shares of its $0.001 par
       value common stock in exchange for services to the Company for a
       total consideration of $70.

       On May 19, 2003 the Company filed Form S-8 with the U.S. Securities
       and Exchange Commission and issued two million three hundred and
       thirty thousand (2,330,000) shares of its $0.00I par value stock
       in exchange for services to the Company for a total consideration
       of $4,660.



       On June 9, 2003 the Company cancelled a certain consulting
       agreement, which resulted in the cancellation of 2,000,000 shares
       of common stock.

       On June 2, 2003 the Company filed Form S-8 with the U.S. Securities
       and Exchange Commission for two million (2,000,000) shares of its
       $0.001 par value common stock in exchange for services to the company
       for a total consideration of $4,000.  The agreement called for
       scheduled issuance of shares based upon performance, and the Company
       issued 500,000 shares of common stock as its initial payment, in
       exchange for services to the Company for a total consideration of
       $1,000.

       On June 28, 2003 the Company issued 400,000 shares of its $0.001
       par value common stock as consideration for entering into an
       employment agreement with the Secretary/Treasurer/CFO, for a
       total consideration of $800.

       On June 30, 2003 the Company issued 500,000 shares of its $0.001 par
       value stock as agreed in the separation agreement with its President,
       for a total consideration of $1,000.

       On July 10, 2003 the Company issued 125, 000 shares of its $0.001 par
       value stock pursuant to the June 2, 2003 registration statement.

       On August 10, 2003 the Company issued 125, 000 shares of its $0.001
       Par value stock pursuant to the June 2, 2003 registration statement.

       On September 10, 2003 the Company issued 125, 000 shares of its
       $0.001 par value stock pursuant to the June 2, 2003 registration
        statement.

       On November 11, 2003 the Company issued 100,000 shares of its $ 0.001
       Par value stock pursuant to the June 2, 2003 for services valued at
       $ 200.

                                            F-16

                                          Page Twenty Five

<PAGE>




                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003



4.     CAPITAL STOCK TRANSACTIONS (continued)

       On November 13, 2003 the Company voided the contract with AlphaCom, Inc.
       and as result 30,320,552 shares previously issued were returned and
       cancelled.

       On November 13, 2003 the Company issued 4,604,538 at a price of
       $ 0.005 per share in order to settle debts totaling $ 23,023.

       On November 13, 2003 the Company issued 150,000 shares of its $ 0.001
       par value stock as a loan incentive to advance funds to the Company
       for        a loan of $15,440 at 10% annual interest rate.

       On December 30, 2003 the Company cancelled a total of 265,000 shares
       that were returned by consultants.

5.     INCOME TAXES

       There has been no provision for U.S. federal, state, or foreign
       income taxes for any period because the Company has incurred losses
       in all periods and for all jurisdictions.

       Deferred income taxes reflect the net tax effects of temporary
       differences between the carrying amounts of assets and liabilities
       for financial reporting purposes and the amounts used for income tax
       purposes. Significant components of deferred tax assets are as
       follows:

       Deferred tax assets
          Net operating loss carry forwards               $11,112,311
          Valuation allowance for deferred tax assets     (11,112,311)
                                                          ------------
          Net deferred tax assets                         $         -
                                                          ------------
                                                          ------------
       Realization of deferred tax assets is dependent upon future
       earnings, if any, the timing and amount of which are uncertain.
       Accordingly, the net deferred tax assets have been fully offset by
       a valuation allowance. As of December 31, 2003, the Company had net
       operating loss carry forwards of approximately $11,112,311 for
       federal and state income tax purposes.  These carry forwards, if
       not utilized to offset taxable income begin to expire in 2013.
       Utilization of the net operating loss may be subject to substantial
       annual limitation due to the ownership change limitations provided
       by the Internal Revenue Code and similar state provisions.  The
       annual limitation could result in the expiration of the net
       operating loss before utilization.



6.     COMMITMENTS

       All information in this category is superceed by the November 13,
       2003 voiding of the Asset Purchase Agreement with AlphaCom, Inc.,
       which was executed on November 14, 2002

      Contracts

       On the purchase of assets from Alphacom, Inc. as set out in 7
       the Company has the following licenses and/or joint venture
       agreements in place.  These Assets were returned to AlphaCom, Inc.,
       as a result of the mutual voiding of the agreement on November 13,
       2003.

                                            F-17

                                          Page Twenty Six

<PAGE>




                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003

6.     COMMITMENTS (continued)

       UNT, INC.

       The Company has entered into a licensing agreement with UNT, Inc.,
       a Pennsylvania company on July 29, 2002 which supercedes the
       original agreement entered into by Alphacom, Inc. in March 1999.
       The new agreement covers the territories of Israel and the Ukraine
       and calls for UNT, Inc. to remit to Alphacom 50% of any sublicense
       fees and to receive an ongoing royalty of $ 2.00 per Subscriber per
       month whether such Subscriber is being billed for services or not.
       This agreement expires in July 2012.  This asset was returned to
       AlphaCom, Inc., as a result of the mutual voiding of the agreement
       on November 13, 2003.

       E:GO SYSTEMS.COM PLC

       On March 6, 2000, Alphacom, Inc. entered into an exclusive license
       arrangement with E:Go Systems.com PLC which covers most of the
       European Union Countries.  The initial license fee was $ 500,000
       cash and $ 500,000 of equivalent value in the shares of E:Go.  The
       Company is to receive an ongoing royalty of $2.00 per Subscriber
       per month whether such Subscriber is being billed for services or
       not.  Additional license fees will be payable totaling 50% of such
       license fees payable by sublicensees introduced by E:Go, or 70% if
       such sublicensees are introduced by the Company.  This asset was
       returned to AlphaCom, Inc., as a result of the mutual voiding of the
       agreement on November 13, 2003.

       ITM

       There is also an existing Joint Venture Master License agreement
       with ITM Group which covers the countries of Asia, Eastern
       Europe and South America. ITM and Alphacom have established a joint
       venture under the name of Alphacom International, Ltd. of which
       Alphacom owns 5%.  The Joint Venture has agreed to pay to Alphacom
       50% of any sublicensing fees earned up until such payments equal
       $37,500,000 and in addition Alphacom shall receive an ongoing
       royalty of $2.00 per Subscriber per month whether such Subscriber
       is being billed for services or not.  This asset was returned to
       AlphaCom, Inc., as a result of the mutual voiding of the agreement
       on November 13, 2003.

7.     ACQUISITION OF ASSETS OF ALPHACOM, INC.

       All information in this category is superceed by the November 13,
       2003 voiding of the Asset Purchase Agreement with AlphaCom, Inc.,
       which was executed on November 14, 2002

       On November 14, 2002, the Company acquired the assets in a non-cash
       transaction of AlphaCom, Inc. a Nevada Corporation. The assets
       generally consist of physical and intellectual property. The value
       of the assets is approximately 4.4 million dollars, based on the
       results of an examination of the seller's audited and unaudited
       financial statements. The Company believes that this valuation is
       the current fair market value of the assets. The Company acquired
       the assets in exchange for 30,320,552 shares of its common stock
       and a promissory note in the amount of $4,319,000. For the purposes
       of this transaction the stock of the Company was valued at
       $0.002/share, the company's average market share price for the past
       week.  The purchase price may be adjusted downward regarding the
       issuance common stock to the seller if the Company does not secure
       equity funding and/or licensed revenue in the amount of $10,000,000
       during the next twelve months. The adjustment would be based on a
       percentage of the amount actually raised to the total agreed upon
       of $10,000,000. There is no material relationship between AlphaCom,
       Inc., and the registrant or any of its affiliates, any director or
       officer of the registrant, or any associate of any such director or
       officer. The shares used to accomplish the acquisition were derived
       from the Company treasury and are deemed to be restricted, illiquid
       shares pursuant to Rule 144 of Regulation D of the Securities Act.

                                            F-18

                                          Page Twenty Seven

<PAGE>





                                      MULTI-TECH INTERNATIONAL, CORP.
                                    (A DEVELOPMENT STAGE COMPANY)
                                     NOTES TO FINANCIAL STATEMENTS
                                        AS AT DECEMBER 31, 2003

8.     GOING CONCERN

       The accompanying financial statements have been prepared in
       conformity with generally accepted accounting principles, which
       contemplates continuation of the Company as a going concern.

       The future success of the Company is likely dependent on its
       ability to attain additional capital to develop its proposed
       technologies and ultimately, upon its ability to attain future
       profitable operations.  There can be no assurance that the
       Company will be successful in obtaining financing, or that it will
       attain positive cash flow from operations.

9.     RELATED PARTY TRANSACTIONS

       The financial statements reflect remuneration of $ 150,000 paid to
       the Chief Executive Officer of the Company.  All of the amount shown
       in the statement of operations is due and payable to the Officer and
       is reflected as such as liability in accrued wages on the balance
       sheet.

                                            F-19

                                          Page Twenty Eight

<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         There are no changes or disagreements with accountants during the
         current fiscal year.


ITEM 8A.  CONTROLS AND PROCEDURES.

          Under the supervision and with the participation of our
management, including our Chief Executive Officer and principal Financial
Officer, we conducted an evaluation of the effectiveness of our disclosure
controls and procedures as defined in Rule 13a-14(c) promulgated under the
Securities Exchange Act of 1934 within 90 days of the filing date of this
report. Based on their evaluation, our Chief Executive Officer and principal
Financial Officer concluded that the design and operation of our disclosure
controls and procedures were effective as of the date of the evaluation.

          There have been no significant changes (including corrective
actions with regard to significant deficiencies or material weaknesses) in
our internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation referenced in the
preceding paragraph.


                                       PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

       The following table sets forth our executive officers and directors:

Name                        Age                  Position(s)


Dr. David F. Hostelley       64           Board member, President,
                                            Secretary, Treasurer

Dr. Dennis Byrne             56      Board member, Assistant Secretary

Dr. David F. Hostelley, CPA, Board member, President, Secretary, Treasurer
Dr. Hostelley has over 35 years experience in financial management with
expertise in mergers, acquisitions, and project management.  He also has
taught at the university level in all areas of accounting, finance, and
management.
Dr. Dennis Byrne, Board member - Dr. Byrne is President of the Economic
Evaluation Group, which specializes in assisting the legal profession to
evaluate the worth of businesses and technology. Formerly, he served as
Professor of Economics with the University of Akron for 27 years.



Potential Conflicts of Interest

       Potential conflicts of interest may arise between the Company and its
officers and directors. Although each of our officers and directors is
committed to devote full working time to our business, they also may be
engaged in other business activities. If these business activities are of
the same type as those engaged in or contemplated by us, conflicts of
interest will arise in the area of corporate opportunities or in the area of
conflicting time commitments with respect to our officers and directors.

       Conflicts of interest also will develop with respect to any
Contractual relationships that may be entered into between us and any of our
officers and directors. We have established a policy pursuant to which the
Board of Directors will consider transactions with our officers, directors,
and shareholders and their respective affiliates.

       Pursuant to this policy, the Board of Directors will not approve any
transaction unless it determines that the terms of the transaction are no
less favorable to us than those available from unaffiliated parties. Because
this policy is not contained in the our Articles of Incorporation or Bylaws,
the policy is subject to change by the Board of Directors, although it
currently is not contemplated that the policy will be changed.

                                          Page Twenty Nine

<PAGE>




       In addition, in the event any conflicts of interest arise with respect
to any officer or director of the Company, we anticipate that our officers
and directors will exercise their judgment consistent with their fiduciary
duties arising under the applicable state laws. There can be no assurance
that all conflicts of interest will be resolved in our favor.

Committees

       We do not have any standing audit, nominating, or compensation
Committees of our board of directors.  The board of directors as a whole has
been performing similar functions.  This is due to the fact that new
management has been in place a short period of time.  Management anticipates
creating such committees.

Section 16(a) Beneficial Ownership Reporting Compliance.

       Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who beneficially own more than
ten percent of a registered class of our equity securities (referred to as
"reporting persons"), to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common
stock and other Company equity securities.  Reporting persons are required
by Commission regulations to furnish us with copies of all Section 16(a)
forms they file.

       Dr. Hostelley filed under Section 16(a) in April 2004.


ITEM 10.  EXECUTIVE COMPENSATION.

       No officer or director received compensation during the fiscal year
ended December 31, 2003.  We intend to pay salaries when cash flow permits.
During the fiscal year ended December 31, 2003 the Company set up a liability
of $ 150,000 for executive compensation payable to Mr. Hostelley and/or his
assigns. The Board entered into an employment agreement with Dr. Hostelley
that called for an annual compensation as well as a stock option agreement
of 100,000 common shares beginning December 31, 2004 for a period of four
(4) years.  By mutual agreement between Dr. Hostelley and the Company, this
agreement has been assigned to a company controlled by Dr. Hostelley and the
unpaid amounts are subject to a settlement.  The stock option portion of the
agreement was cancelled.
       We reimburse our officers and directors for reasonable expenses
incurred during the course of their performance.  We have not paid our
outside directors fees for their services.  However, we propose to pay them
in the future.

Stock Option Plan

       On December 3, 2002 we filed a registration statement on Form S-8
registering the shares of Common Stock underlying the options described in
the Option Plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS


       The following table sets forth certain information concerning the
beneficial ownership of our outstanding common stock as of March 31,2004, by
each person known by us to own beneficially more than 5% of the outstanding
common stock, by each of our directors and officer and by all of our directors
and officers as a group.  Unless otherwise indicated below, to our knowledge
all persons listed below have sole voting and investment power with respect
to their shares of common stock except to the extent that authority is
shared by spouses under applicable law.

Name and Address             Amount and Nature of
of Beneficial Owner          Beneficial Ownership       Percent of Class (1)

Dr. David F. Hostelley           2,600,000 (1)               13 %

Dr. Dennis Byrne                   178,080                     .009 %


(1) These shares are held in the name Margaret Hostelley who is the wife of
    Dr. David F. Hostelley

Changes in Control

    There are no agreements known to management that may result in a change
of control of our company.

                                          Page Thirty

<PAGE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       Our officers and directors are involved in other business activities
and may, in the future, become involved in other business opportunities.
Thus conflicts of interest may arise (See section entitled Potential
Conflicts of Interest above).

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

       The following documents are included or incorporated by reference as
       exhibits to this report:

EXHIBIT
  NO.                          DOCUMENT DESCRIPTION

10.1   Asset Purchase Agreement dated as of November 15, 2002 by and between
       BUCK TV.com, Inc. and Alphacom, Inc. (1)
10.2   Legal Retention Agreement with Lawrence Hartman dated February 2003
10.3   Employment agreement with Dave Hostelley dated April 2003
10.4   Business Consulting Agreement with Rod Whiton dated April 30, 2003
10.5   Business Consulting Agreement with Dan Moldea dated May 8, 2003
10.6   Business Consulting Agreement with Red Room LLC June 2003
10.7   Termination Agreement dated as of November 13, 2003 by and between
       Multi-Tech International, Corp. and Alphacom, Inc.
32.1   Certification of Principal Executive Officer Pursuant to 18 U.S.C.
       Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
       Oxley Act of 2002
32.2   Certification of Principal Financial Officer Pursuant to 18 U.S.C.
       Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
       Oxley Act of 2002

(1)  Previously filed as an exhibit to the registrant's current report on
     Form 8-K dated November 20, 2002.

(b)  REPORTS ON FORM 8-K

       A report on Form 8-K dated November 20, 2003 was filed on November
20, 2003 reporting under Item 5, no financial statements were filed with
this report.

       A report on Form 8-K dated November 20, 2003 was filed on November
20, 2003 reporting under Items 2 and 6, no financial statements were filed
with this report.


ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)    The audit fees paid in the last two fiscal years are as follows:

       Year ended December 31, 2003            $ 6,000.00

       Year ended December 31, 2002            $ 6,750.00

       The services include review of the quarterly filings by the Company.

       There were no fees paid for assurance and related services, tax
services and nor were there any other services performed by the audit firm.

             SIGNATURES

          In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:  April 14, 2004                Multi-Tech International, Corp.

                                     By:  /s/ David F. Hostelley
                                          -----------------------
                                          David F. Hostelley President

       In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated..

Signature                                  Title                        Date

  By:  /s/ David F. Hostelley
  -----------------------
  David F. Hostelley             President, Secretary,        April 14, 2004
                                Treasurer and Director
                               (Principal Financial and
                                    Accounting Officer

  By:  /s/Dr. Dennis Byrne             Director,              April 14, 2004
  -----------------------         Assistant Secretary
  Dr. Dennis Byrne

                                          Page Thirty One

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                Exhibit 10.2

                          LEGAL RETENTION AGREEMENT

This Legal Retention Agreement (the "Agreement") is entered as of the ___
Day of February 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.

     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/ Lawrence Hartman, Esq.
       -----------------------------
             Lawrence Hartman, Esq.

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex103.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

                                      Exhibit 10.3

                                 EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (this "Agreement") effective as of the 1/st/ day of
April, 2003 between Multi-Tech International, Corp. ("MLTI" or the
"Company") and David F. Hostelley ("Executive").
WHEREAS, the parties desire to enter into this Agreement to reflect their
mutual agreements with respect to the employment of Executive by the
Company.
NOW, THEREFORE, in consideration of the mutual covenants, warranties and
undertakings herein contained, the parties hereto agree as follows:

1.  Term.
    The employment of Executive under this Agreement shall commence on April
1, 2003 and shall continue through March 31, 2008 (the "Term"), subject to
the terms and provisions of this Agreement. The Term shall be automatically
renewed from year to year unless either party shall give the other written
notice at least thirty (30) days prior to the end of the then current term
of its intention that the then current term is not to renew.

2.  Position and Duties.
    Executive shall remain in his present position as Chief Financial
Officer, continuing with his current responsibilities for the Company's
Finance, Legal, Facilities, Investor Relations and Human Resources Divisions
as well as other duties to be mutually agreed upon. Executive shall continue
to report directly to the Company's Chief Executive Officer. The Executive
agrees that he will also serve as Chief Executive Officer beginning June 24,
2003 and continue with dual roles until the Board of Directors hires a
CEO/President, at which time the Executive will continue to serve through
the term of this agreement as the Chief Financial Officer. Except for
vacation, personal and sick days in accordance with the Company's policies
for comparable senior executives, Executive shall devote his full time
during the Term to provide services to the Company, its parents,
subsidiaries, affiliates or divisions.  The Board of Directors acknowledge
that Dr. Hostelley has served ITM,LTD(a Hong Kong company, and all of its
subsidiaries)and affiliates as its COO and Board member and that he has been
promised compensation for prior services, none of which has been paid and
that he may accept payment for those services when and if payment should be
made.  He may devote a reasonable amount of time, not to the detriment of
MLTI, since MLTI is now a five percent (5%) joint venture partner, by way of
the Asset Purchase Agreement with AlphaCom, Inc., and ITM LTD is a 95% joint
venture partner.  Additionally, it is acknowledged that Dr. Hostelley is a
100% shareholder of Mostly Sales Corporation, a family consulting services
company, and will continue to advise that company during the tenure of this
contract, but not to the detriment of MLTI.  Also, Dr. Hostelley is a member
in HiRoad Investment, LLC and serves as a managing member, and is a member
in Premiere America, LLC, as a founding member and is a minority holder of
interest.  None of these entities have provided compensation to date and Dr.
Hostelley may accept payment for his services he has rendered, when and if,
the payment is ever made.

    Also, Dr. Hostelley is encouraged to continue serving church and
community by maintaining his existing positions of Member of the Executive
Committee of The Muscular Dystrophy Association, Northeast Ohio Chapter and
Board Member of Complete Christian Ministry. It is likely that Dr.Hostelley
will be asked to serve other Not-for-Profit Organizations and he is encouraged
 to do so but not to the detriment of MLTI.

    Dr. Hostelley has also served as an independent tax advisor and anti-
trust litigation consultant to law firms.  He is due certain contingent fees
for these services and may collect these fees if and when paid.

<PAGE>



3.  Compensation.
(a) Base Salary. Executive's base salary (the "Base Salary") shall be at the
rate of $150,000 per annum for the period April 1, 2003. The Base Salary
shall be increased annually to the cost of living adjustment as published by
the U.S. Department of Labor.
(b) Bonus Compensation.
     (i)      Signing Bonus.
          The Executive shall receive a bonus of $37,500 plus 400,000
          restricted common shares of the Company upon Executive's execution
          of this Agreement.
    (ii)      Annual Cash Incentive Bonus.
          For the fiscal year ending December 31, 2004, Executive shall be
          entitled to a minimum bonus of 50% of the Base Salary in effect on
          such date. However, if the Company achieves or exceeds the
          Company's Annual Financial Budget as approved by the Board of
          Directors for such year, Executive shall be entitled to a minimum
          bonus of 100% of the Base Salary in effect on such date. For the
          fiscal year ending December 31, 2005, Executive shall be entitled
          to a minimum bonus of $75,000. However, if the Company achieves or
           exceeds the Company's Annual Financial Budget as approved by the
          Board of Directors for such year, Executive shall be entitled to a
          minimum bonus of 100% of the Base Salary in effect on such date.
          For the fiscal year ending December 31, 2006, Executive shall be
          entitled to a minimum bonus of $100,000. However, if the Company
          achieves or exceeds the Company's Annual Financial Budget as
          approved by the Board of Directors for such year, Executive shall
          be entitled to a minimum bonus of 100% of the Base Salary in
          effect on such date. For the fiscal year ending December 31, 2007,
          Executive shall be entitled to a minimum bonus of $125,000.
          However, if the Company achieves or exceeds the Company's Annual
          Financial Budget as approved by the Board of Directors for such
          year, Executive shall be entitled to a minimum bonus of 100% of
          the Base Salary in effect on such date. The Annual Cash Incentive
          Bonus shall be earned on the last day of the Company's fiscal
          year, and payable when the Company pays bonuses to other Company
          executives, but no later than June 30 of the following fiscal
          year.
(c) Benefits. During his employment under this Agreement, the Company will
continue to provide Executive with the benefits approved by the Board of
Directors for all executives of the Company.
(d) Automobile. During his employment under this Agreement, the Company will
continue to provide Executive at its expense with the same automobile
benefit approved for all executives by the Board of Directors.
(e) Expense Reimbursement. The Company shall reimburse Executive for the
ordinary and necessary business expenses incurred by him in the performance
of his duties in accordance with the Company's policies and procedures
applied in a manner consistent with the Company's policies.
(f) Stock Options. Upon execution of this Agreement, the Company will grant
to the Executive under the MLTI 2002 Stock Incentive Plan (as the same may
be amended or superseded from time to time, the "Plan"), an option to
purchase 500,000 Ordinary Shares of Multi-Tech International, Corp.   The
grant provided for herein will vest in three (5) equal installments on June
30, 2004, June 30, 2005, June 30, 2006, June 30, 2007 and March 31, 2008,
respectively, and will be subject to the terms and conditions set forth
below, in the Plan and any applicable stock option agreement, provided that
any such stock option agreement shall be in the form then used with respect
to employees of the Company generally.  If Executive remains in the
Company's employ on March 31, 2008, all options issued to Executive will be
accelerated to vest on that date. Executive agrees that notwithstanding the
terms and conditions of this Agreement, the Plan and any such stock option
agreement, if Executive resigns his employment for any reason, other than
for "Good Reason" as that term is defined in Section 5(a) of this Agreement,
or his employment is terminated for "Cause" as that term is defined in
Section 4(b) of this Agreement, Executive shall no longer have the right to
exercise any of the options granted pursuant to this Section 3(f) or
thereafter which Executive has not exercised as of the date of Executive's
resignation or termination. Executive further understands that (1) the
preceding sentence shall apply regardless of whether the options are "vested"
under the Plan; and (2) all such options will terminate immediately
as of such date.

<PAGE>



 (g) Taxes. All payments to be made to and on behalf of Executive under this
Agreement will be subject to required withholding of federal, state and
local income and employment taxes, and to related reporting requirements.

4.  Termination of Employment.
(a) Death and Disability.
       (i) Death. Executive's employment under this Agreement shall
           terminate automatically upon his death.
      (ii) Disability. The Company may terminate Executive's employment
           under this Agreement if Executive is absent from work due to
           serious illness or incapacity for a period of at least 180 days
           (whether or not consecutive) in any period of 365 consecutive
           days.
(b) Cause. The Company may terminate Executive's employment under this
Agreement at any time with Cause (as defined below). For purposes of this
Agreement, "Cause" means the occurrence of any of the following events: (i)
a material breach by Executive of his obligations under this Agreement; (ii)
the commission by Executive of a fraud against the Company or its parents,
subsidiaries, affiliates and divisions or his conviction for aiding or
abetting, or the commission of, a felony or of a fraud or a crime involving
moral turpitude or a business crime; or (iii) the possession or use by
Executive of illegal drugs or prohibited substances, the excessive drinking
of alcoholic beverages on a recurring basis which impairs Executive's
ability to perform his duties under this Agreement, or the appearance during
hours of employment on a recurring basis of being under the influence of
such drugs, substances or alcohol.

5.  Consequences of Termination or Breach.
(a) Death: Termination for Cause or Without Good Reason. If Executive's
employment under this Agreement is terminated under Section 4(a)(i) or 4(b),
or Executive terminates his employment for any reason other than for "Good
Reason" (as defined below), Executive shall not thereafter be entitled to
receive any compensation or benefits under this Agreement, other than for
(i) Base Salary earned but not yet paid prior to the date of Executive's
termination of employment with the Company for any reason (the "Termination
Date"), and (ii) reimbursement of any expenses pursuant to Section 3(e)
incurred prior to the Termination Date. For purposes of this Agreement,
"Good Reason" means a material breach by the Company of its obligations
under this Agreement.

(b) Other Terminations. If Executive's employment under this
Agreement is terminated by the Company other than under Section 4(a)(i) or
4(b), or the Company does not renew this Agreement at the end of the Term or
any renewal term, or Executive terminates his employment for Good Reason,
the sole obligations of the Company to Executive shall be to make the
payments described in clauses (i) and (ii) of Section 5(a), and subject to
the Executive providing the Company with the release described below, to
continue to pay Executive's annual Base Salary then in effect, in
substantially equal semimonthly installments, until the end of the Term or
then current renewal term, as applicable, plus one year, which such payments
shall be offset by any compensation and benefits Executive receives from
other employment (including self-employment) and Company sponsored long term
disability during the severance period. If Executive's employment terminates
on any day other than the last day of the Company's fiscal year, Executive
shall be entitled to a pro rata portion of the Annual Cash Incentive Bonus
(if any) that otherwise would have been payable to Executive in respect of
such partial fiscal year, which such bonus shall be payable at the time
referred to in Section 3(b) above.
The Company's obligations to provide the separation payments referred to in
this Section 5(b) shall be contingent upon (A) the Executive having
delivered to the Company a fully executed release (that is not subject to
revocation) of claims against the Company, its subsidiaries, affiliates
(other than Multi-Tech International, Corp.), divisions, directors,
officers, employees, agents and representatives satisfactory in form and
content to the Company's counsel, provided however, that nothing herein
shall be deemed to require Executive to execute a release of (1) Multi-Tech
International, Corp. and (2) Executive's rights to vested benefits Executive
may have under the Company's benefits plans, including without limitation,
the Company's 401(k) plan and (B) Executive's continued compliance with the
terms of Sections 6(a), (b) and (c) of this Agreement. A sample of the form
of release required by the Company is attached as Exhibit A. Executive
agrees that the form may be reasonably modified by the Company to reflect
developments in the law after the date hereof. Executive acknowledges that
and agrees that in the event the Company terminates Executive's employment
in breach of this Agreement (1) Executive's sole remedy shall be to receive
the payments specified in this Section 5(b), (2) if Executive does not
execute the release described above, Executive shall have no remedy against
the Company, its subsidiaries, affiliates (other than Multi-Tech
International, Corp.) and divisions or any of their respective officers,
directors, stockholders, employees or agents with respect to such breach and

<PAGE>



(3) Executive hereby waives any other rights he may have against the
Company, its subsidiaries, affiliates (other than Multi-Tech International,
Corp.) and divisions or any of their respective officers, directors,
stockholders, employees or agents for damages arising from such termination,
provided however, that Executive is not hereby waiving any rights he may
have against Multi-Tech International, Corp. Executive also agrees to notify
the Company's Senior Vice President of Human Resources promptly upon his
obtaining other employment or commencing self-employment during any
severance period described in this Section 5(b) and to provide the Company
with complete information regarding his compensation and benefits therein.

6.  Certain Covenants and Representations.
(a) Confidentiality. The Executive acknowledges that in the course of his
employment by the Company, the Executive will receive and or be in
possession of confidential information of the Company and its parents,
subsidiaries, affiliates and divisions, including, but not limited to,
information relating to their financial affairs, business methods, strategic
plans, marketing plans, product and styling development plans, pricing,
products, vendors, suppliers, manufacturers, computer programs and software.
The Executive agrees that he will not, without the prior written consent of
the Company, during the period of his employment or thereafter, disclose or
make use of any such confidential information, except as may be required by
law or in the course of Executive's employment hereunder. Executive agrees
that all tangible materials containing confidential information, whether
created by Executive or others which shall come into Executive's custody or
possession during Executive's employment shall be and is the exclusive
property of the Company. Upon termination of Executive's employment for any
reason whatsoever, Executive shall immediately surrender to the Company all
confidential information and property of the Company in Executive's
possession.
(b) Non-Competition. Executive agrees that during the term of his employment
with, and for one year after leaving the employ of the Company, the
Executive will not engage in, or carry on, directly or indirectly, either
for himself or as an officer or director of a corporation or as an employee,
agent, associate, or consultant of any person, partnership, business or
corporation, any business in competition with the business carried on by the
Company and its parents, subsidiaries, affiliates and divisions in any
market in which the Company or its parents, subsidiaries, affiliates, or
divisions actively conduct business; provided, however, that if the Company
elects to enforce this provision, and the Executive is not receiving
separation pay pursuant to Section 5(b) herein, the Company shall pay to the
Executive during the one-year period (in accordance with the Company's then
current payroll practices) at the rate of one-half (1/2) his annual Base
Salary as of the date of his termination. If the Company, at its sole
option, decides not to continue the Executive's one-half (1/2) Base Salary
at any time during the one-year period and the Executive is not otherwise
receiving separation pay pursuant to Section 5(b) herein, this non-
competition provision shall not thereafter be enforceable.
(c) No Hiring. During the two-year period immediately following the
Termination Date, Executive shall not employ or retain (or participate in or
arrange for the employment or retention of) any person who was employed or
retained by the Company or any of its parents, subsidiaries, affiliates and
divisions within the six-month period immediately preceding such employment
or retention.
(d) Remedy for Breach and Modification. Executive acknowledges that the
foregoing provisions of this Section 6 are reasonable and necessary for the
protection of the Company and its parents, subsidiaries, affiliates and
divisions, and that they will be materially and irrevocably damaged if these
provisions are not specifically enforced. Accordingly, Executive agrees
that, in addition to any other relief or remedies available to the Company
and its parents, subsidiaries, affiliates and divisions, they shall be
entitled to seek an appropriate injunctive or other equitable remedy for the
purposes of restraining Executive from any actual or threatened breach of or
otherwise enforcing these provisions and no bond or security will be
required in connection therewith. If any provision of this Section 6 is
deemed invalid or unenforceable, such provision shall be deemed modified and
limited to the extent necessary to make it valid and enforceable.

<PAGE>



7. Miscellaneous.
(a) Authority. The Company and Executive each have full power and authority
to execute and deliver this Agreement and to perform their respective
obligations hereunder. This Agreement constitutes the legal, valid and
binding obligation of the Company and Executive and is enforceable against
the Company and Executive in accordance with its terms.
(b) Notices. Any notice or other communication made or given in connection
with this Agreement shall be in writing and shall be deemed to have been
duly given when delivered by hand, by facsimile transmission, by a
nationally recognized overnight delivery service or mailed by certified
mail, return receipt requested, to Executive at his address or to the
Company at the address set forth below or at such other address as Executive
or the Company may specify by notice to the others:

To the Company:

Multi-Tech International, Corp.
760 Killian Road
Akron, Ohio 44319
Attention: Chief Executive Officer

To Executive:
David F. Hostelley
9974 Huntington Park Drive
Strongsville, Ohio 44316

(c) Entire Agreement; Amendment. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter, and is
intended as a complete and exclusive statement of the terms of the agreement
between the parties with respect thereto and may be amended only in writing
signed by both parties hereto.
(d) Waiver. The failure of any party to insist upon strict adherence to any
term or condition of this Agreement on any occasion shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. Any waiver must
be in writing.
(e) Assignment. Except as otherwise provided in this Section 7(e), this
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, representatives, successors and assigns.
This Agreement shall not be assignable by Executive and shall be assignable
by the Company only to its parents, subsidiaries, affiliates or divisions,
provided that any assignment by the Company shall not, without the written
consent of Executive, relieve the Company of its obligations hereunder.
(f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of
which together shall constitute the same instrument.
(g) Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of
the Agreement.
(h) Governing Law. This Agreement shall be governed by the law of the State
of Ohio, without regard to its conflict of laws principles.
(i) Arbitration. Any dispute or claim between the parties hereto arising out
of, or, in connection with this Agreement, shall, upon written request of
either party, become a matter for arbitration, provided, however, Executive
acknowledges that in the event of any violation of Section 6 hereof, the
Company shall be entitled to obtain from any court in the State of Ohio,
temporary, preliminary or permanent injunctive relief as well as damages,
which rights shall be in addition to any other rights or remedies to which
it may be entitled. The arbitration shall be before a neutral arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association and take place in Cleveland, Ohio. Each party shall bear its own
fees, costs and disbursements in such proceeding. The decision or award of
the arbitrator shall be final and binding upon the parties hereto. The
parties shall abide by all awards recorded in such arbitration proceedings,
and all such awards may be entered and executed upon in any court having
jurisdiction over the party against whom or which enforcement of such award
is sought.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Multi-Tech International, Corp

By: /s/ Dr. Dennis Byrne
Name: Dr. Dennis Byrne
Title: Member of Board of Directors


/s/ David F. Hostelley
David F. Hostelley

<PAGE>



EXHIBIT A
Dear XXXX:
This letter ("Agreement") sets forth our mutual agreement concerning your
separation from your employment with Multi-Tech International, Corp.,
including its subsidiary and affiliated corporations (other than Multi-Tech
International, Corp.), and their respective successors, assignees,
representatives, agents, shareholders, officers, directors and employees
(the "Company"; provided that for purposes of the following sentence and
paragraphs 4, 5 and 7 hereof, the "Company" shall be deemed to include
Multi-Tech International, Corp.). We have agreed that your employment with
the Company ends for all purposes effective _________, and as of that date,
you cease to accrue any benefits that customarily accrue to the Company's
active employees.
1. Separation Payments. In consideration for your signing this Agreement,
subject to the conditions set forth below, you will receive
_________________, which amount shall be payable in substantially equal
semimonthly installments; all less applicable deductions and withholdings
required by federal, state and local law. You agree that the Company's
obligation to pay you salary continuation shall be reduced by the amount of
the compensation and benefits you are entitled to receive from other
employment (including self-employment) you obtain prior to _________. You
agree to notify the Company's Senior Vice President of Human Resources
promptly upon your obtaining any such other employment or commencing self-
employment, and to provide the Company with complete information regarding
your compensation therein. You acknowledge that you are not entitled to
receive the items provided for in this paragraph and that these items will
be provided to you only if you execute this Agreement and do not revoke your
signature during the seven (7) day period referred to in paragraph 15 below.
You represent that during the term of your employment with the Company you
did not breach your fiduciary duty to the Company.
2. Release. In exchange for providing you with the items described in
paragraph 1 above, you agree to waive any and all claims against the Company
and release and discharge the Company from liability for any and all claims
or damages that you had, have or may have against the Company as of the date
of your execution of this Agreement, whether known or unknown to you,
including but not limited to any claims arising under any federal, state or
local law, rule or ordinance, tort, employment contract (express or
implied), public policy, or any other obligation including any claims
arising under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Older Workers' Benefit
Protection Act, the Civil Rights Act of 1866, the Civil Rights Act of 1991,
the Americans With Disabilities Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Ohio State Human Rights Law,
the Cleveland, Ohio Human Rights Law and any other labor law, employee
relations, and/or fair employment practice statute, rule or ordinance and
all claims for workers' compensation, wages, monetary or equitable relief,
vacation, other employee fringe benefits, benefit plans or attorney's fees.
This Agreement may not be cited as, and does not constitute any admission by
the Company with respect to any aspect of your employment or termination
therefrom. Nothing herein shall be deemed to release (1) Multi-Tech
International, Corp.; and (2) your rights to vested benefits you may have
under the Company's benefits plans, including without limitation, the
Company's 401(k) plan and SERP.
3. Confidentiality and Cooperation. You agree that you will not disclose or
cause to be disclosed in any way the terms, contents or execution of this
Agreement or the facts and circumstances underlying this Agreement, except
in the following circumstances; (1) to your immediate family provided the
persons to whom the information is to be disclosed are informed of this
paragraph and agree to be bound by it; (2) to your tax adviser, provided
such persons agree to be bound by this paragraph; (3) to your legal counsel;
and (4) pursuant to an order of a court or governmental agency of competent
jurisdiction, or for the purposes of securing enforcement of the provisions
of this Agreement. You also agree that you will cooperate fully with the
Company in connection with any existing or future litigation against the
Company, whether administrative, civil or criminal in nature, in which and
to the extent the Company reasonably deems your cooperation necessary. You
further agree that, in the event you or anyone acting on your behalf, is
served with any subpoena, order, directive or other legal process involving
the Company, you or your attorney shall immediately notify the Company's
Senior Vice President of Human Resources of such service and of the content
of any testimony or information to be provided pursuant to such subpoena,
order, directive or other legal process and within two (2) business days
send to the Company's Senior Vice President of Human Resources via overnight
delivery (at the Company's expense) a copy of said documents served upon
you.

<PAGE>




4. Company Property. It is understood and agreed that all books, handbooks,
manuals, files, papers, memoranda, letters, facsimile or other
communications which you have in your possession that were written,
authorized, signed, received or transmitted during your employment are and
remain the property of the Company and, as such, are not to be removed from
the Company's offices. In addition, you acknowledge that you have returned
to the Company all confidential information and property of the Company in
your possession, including the automobile which the Company provided to you
pursuant to Section 3(e) of the Employment Agreement.

5. Future Employment. You agree that you shall not seek reinstatement to
employment with the Company in the future. You hereby waive any rights that
may accrue to you and release the Company from any liability that may arise
against the Company because of any denial of employment, reemployment,
reinstatement or any other remunerative relationship and to hold the Company
harmless for any costs or fees it incurs as a result of your breach of this
paragraph.
6. Enforceability and Severability. It is the intention of the parties that
the provisions of this Agreement shall be enforced to the finest extent
permissible under the laws and public policies of each state and
jurisdiction in which such enforcement is sought, but that the
unenforceability (or the modification to conform with such laws or public
policies) of any provisions hereof, shall not render unenforceable or impair
the remainder of this Agreement. Accordingly, if any provision of this
Agreement shall be determined to be invalid or unenforceable, either in
whole or in part, this Agreement shall be deemed amended to delete or
modify, as necessary, the offending provisions and to alter the balance of
this Agreement in order to render the same valid and enforceable to the
fullest extent permissible. However, the illegality or unenforceability of
any such provision shall have no effect on, and shall not impair the
enforceability of the release language set forth in paragraph 2, provided
that, if a court of competent jurisdiction in an action or proceeding to
which you are a party determines that the release language set forth in
paragraph 2 is unenforceable in any respect, you shall be required to pay to
the Company the value of all amounts paid and benefits provided to you by
the Company under this Agreement, net of taxes paid and not recoverable.
7. Non-Disparagement. You agree not to make, or cause to be made, any
written or oral statements about the Company that may disparage, criticize
or in any way injure the Company.
8. Covenant Not to Sue. You represent that: (a) you have not filed any
lawsuits against the Company in any court whatsoever; (b) you have not filed
or caused to be filed any charges or complaints against the Company with any
municipal, state or federal agency charged with the enforcement of any law;
and (c) pursuant to and as part of your release of the Company herein, to
the fullest extent permitted by law, you shall not sue or file a charge,
complaint, grievance or demand for arbitration in any forum or assist or
otherwise participate in any claim, arbitration, suit, action, investigation
or other proceeding of any kind that relates to any matter that involves the
Company that occurred up to and including the date of your execution of this
Agreement. You agree that you will pay all costs and expenses including,
without limitation, attorney's fees incurred by the Company in defending
against any such suit, charge or complaint initiated by you and you
expressly waive any claim to any form of monetary or other damages, or any
other form of recovery or relief in connection with any such action, or in
connection with any action brought by a third party.
9. Breach by You. You acknowledge and agree that if you breach any of your
promises in this Agreement, for example, by filing or prosecuting a lawsuit
or charge based on claims that you have released, such conduct would cause
great damage and injury to the Company and that such provisions provide a
material element of the Company's consideration for and inducement to enter
into this Agreement. Accordingly, it is expressly understood and agreed that
if there is a breach by you (1) the Company may cease providing any payments
and benefits not already provided hereunder; and (2) you must immediately
repay to the Company the value of all payments and benefits previously
received by you under this Agreement as liquidated damages, it being agreed
that the Company's monetary damages in the event of such breach would be
difficult to calculate and that this amount represents a fair approximation
of such damages. You further agree that the Company may, in addition to
these liquidated damages and in addition to pursuing any other remedies that
it may have in law or in equity, obtain an injunction against you from any
court having jurisdiction over this matter, restraining any further
violations of this Agreement.

<PAGE>




10. Agreement Not Admissible. The terms of this Agreement, including all
facts, circumstances, statements and documents relating thereto, shall not
be admissible or submitted as evidence in any litigation in any forum for
any purpose, other than to secure enforcement of the terms and conditions of
this Agreement.
11. Binding Effect. This Agreement and all of the provisions hereof shall be
binding upon, and inure to the benefit of, you and the Company and your and
the Company's successors (including successors by merger, consolidation or
similar transactions), permitted assigns, executors, administrators,
personal representatives, heirs and distributees.
12. Headings. The paragraph headings contained in this Agreement are for
convenience of reference only and are not intended to determine, limit or
describe the scope or intent of any provision of this Agreement.
13. Entire Agreement and Applicable Law. This Agreement contains the entire
understanding between you and the Company, and supersedes any and all prior
or contemporaneous understandings and agreements, written or oral,
including, but not limited to, the Employment Agreement, provided, however,
that you agree that Section 6 of the Employment Agreement shall survive in
its entirety. This Agreement shall be interpreted for all purposes under the
laws of the State of Ohio, excluding its choice of laws principles, which
are deemed inapplicable.
14. Waiver. The failure of you or the Company to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement.
15. Right to Counsel, Effective Date and Amendments

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex104.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>

                                           Exhibit 10.4

                                     Multi-Tech International, Corp.

                                     BUSINESS CONSULTANT AGREEMENT

This agreement dated April 30, 2003, is made By and Between: Multi-Tech
International, Corp., herein referred to as "Company" and Mr. Rod K. Whiton,
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 May 13, 2003 and will end May 12, 2004. Either
party may cancel this agreement on seven (7) days notice to the other party
in writing, by registered letter.

3. Time Devoted by Consultant:

It is anticipated the 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 a fee of 2,000,000 (two million) free trading shares
of the company's common stock, which shall be registered on a Form S-8.  The
consultant is prohibited from selling the free trading shares issued in this
agreement, throughout the term of this agreement, unless otherwise notified
in writing by the company.

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.

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.

<PAGE>





7. Employment of Others:

The company may from time to time request that the consultant arrange for
the services of others. All costs to the consultant for those services will
be paid by the company but in no event shall the consultant employ others
without the prior authorization of the company.

8.  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 to 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 commons tock in lieu
of cash compensation.  The consultant is an accredited investor as defined
under Regulation D.

9.  Termination:

In the event the consultant terminates this agreement for any reason
whatsoever or the company terminates this agreement by written notice to the
consultant, for breach by consultant or consultant's failure to perform, the
consultant shall return that portion of the shares within five business
days, which have not been accounted for to the company.


9. Signatures:

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


Accepted by:                                      Accepted by:


____/S/_____________________                 ______________________________
Mr. Jack Craciun III                         Mr. Rod Whiton
Chairman / President                         Date:
Multi-Tech International, Corp.
Date:

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex105.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>

                                  Exhibit 10.5

                         Multi-Tech International, Corp.

                          BUSINESS CONSULTANT AGREEMENT


This agreement dated May 8, 2003, is made By and Between: Multi-Tech
International, Corp., herein referred to as "Company" and Mr. Dan Moldea,
 herein referred to as "Consultant".

W I T N E S S E T H :

1. Services:


1.1 MLTI (the "Company") hereby engages Consultant as an independent
contractor, to prepare a memorandum for the board of directors of MLTI
setting for the historical background of MLTI and AlphaCom from their
respective inception to date (the "Report").  In addition, the Consultant
will advise the officers, employees, and other consultants of the company
concerning matters relating to management and organization of the company.
This will include but is not limited to investigative consulting, general
research, resolving disputes, and/or any other assignment accepted and
agreed to by the Consultant.  The Consultant will issue timely and clearly-
written reports for each service provided.

1.2 The term of this Agreement will be one year.  Consultant will forward
the Report to the Company on or before November30, 2003 and will forward
period status updates as requested by the Company.

1.3 Although Consultant will routinely cover the cost of his own day-to-day
activities, MLTI shall reimburse Consultant for expenses resulting from
mutually agreed upon matters.

1.4 If MLTI becomes insolvent, enters bankruptcy voluntarily or
involuntarily, has a receiver or creditors committee appointed, has an
assignment for the benefit of creditors, its stock no longer has any value,
or the President is removed from office, Consultant will have no further
responsibility to the company.


1.5 If a person or company acquires a controlling stake in MLTI, or MLTI is
merged with another company, Consultant shall have redemption rights. In
other words, upon such acquisition or merger, Consultant or its estate,
heirs, successors, assigns, Trustee, or guardian, shall have the right, but
not the obligation, to require MLTI and/or its successor to purchase all
Consultant's shares for cash. The price per share shall equal the greater of
the price per share received by other shareholders in such acquisition or
merger, the book value per share of MLTI at the time of acquisition or
merger, or the price per share traded on any open market or exchange at the
time of acquisition or merger. MLTI shall pay Consultant the full sum within
fourteen (14) days from the date Consultant notifies MLTI that Consultant is
exercising its redemption rights.

1.6 In the event of a dispute arising out of this agreement and the matters
contemplated herein, we agree to submit our dispute to binding arbitration.

1.7 Consultant agrees to keep confidential all confidential information that
it receives from MLTI, except as compelled by a judicial or administrative
process; provided, however, before providing Consultant with confidential
information, MLTI will designate it as confidential by applying an
appropriate confidentiality legend or similar device.

<PAGE>

1.8 Consultant's name may not be used in any public way by MLTI without my
prior, express written permission.

1.9 MLTI shall defend, indemnify, and hold Consultant harmless against any
and all claims and suits arising out of any and all acts and omissions
committed by MLTI. Consultant shall defend, indemnify,
and hold MLTI harmless against any and all claims and suits arising out of
Consultant's own acts and omissions, in which MLTI had no involvement or
responsibility, except those acts of Consultant which constitute gross
negligence.

2. Terms of Agreement:

This agreement will begin May 8, 2003 and will end May 7, 2004.  In the
event Consultant cancels this agreement prior to forwarding the completed
Report to the Company the Consultant shall return a portion of the shares.

3. Time Devoted by Consultant:

The 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:

MLTI will issue to Consultant 200,000 common shares of MLTI stock by May 15,
2003. Such shares are or will shortly be properly registered with the
Securities and Exchange Commission and all other necessary Federal and state
regulatory bodies. Such MLTI common shares shall be free and clear of all
liens, claims, charges and encumbrances. Consultant shall have the complete
and unrestricted right and authority to transfer and assign such common
stock shares. All such MLTI common stock shall be duly authorized and
issued, fully paid and non-assessable, and shall not have been issued in
violation of, or subject to, any preemptive or similar rights. Furthermore,
such MLTI shares shall not be restricted in any way, including, but not
limited to, by Section 144 of the Securities and Exchange Act. MLTI shall
ensure it properly records issuance of such shares to Consultant on its
transfer ledger and corporate books, and shall promptly issue to Consultant
a stock certificate(s) reflecting his stock ownership.

Upon completion of Consultant's work, MLTI and Consultant shall negotiate an
additional bonus of shares of MLTI common stock, subject to the same terms
and conditions as stated above.  This is not meant to states that a bonus is
guaranteed.

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.

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. Employment of Others:

The company may from time to time request that the Consultant arrange for
the services of others. All costs to the Consultant for those services will
be paid by the company but in no event shall the Consultant employ others
without the prior authorization of the company.

<PAGE>

8. Representation.  Consultant is an accredited investor as defined under
Regulation D and is sophisticated in investments, and is aware of the risk
entailed in accepting stock in lieu of cash for his services provided
hereunder.

9. Signatures:

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


Accepted by:                               Accepted by:


_____/s/____________________              _____/s/_________________________
Mr. Jack Craciun III                      Mr. Dan Moldea
Chairman / President                      Date: May 9, 2003
Multi-Tech International, Corp.
Date: May 9, 2003


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex106.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

                               Exhibit 10.6

                      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 May 13, 2003 and will end May 12, 2004. Either
party may cancel this agreement on seven (7) days notice to the other party
in writing.

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.

The consultant is prohibited from selling the free trading shares issued in
this agreement, throughout the term of this agreement, unless otherwise
notified in writing by the company.

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:


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

Dated:                            Dated:

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex107.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>

                                 Exhibit 10.7

                            TERMINATION AGREEMENT

  THIS TERMINATION AGREEMENT (this "Agreement") is dated as of November 13,
2003 (the "Effective Date") by and between Multi-Tech International Corp., a
Nevada corporation (the "Company"), and AlphaCom, Inc., a Nevada corporation
("AlphaCom").
  WHEREAS, the Company and AlphaCom are parties to that certain Asset
Purchase Agreement dated as of November 14, 2002 (the "Purchase Agreement")
whereby the Company purchased certain assets of AlphaCom in exchange for
shares of common stock of the Company; and
  WHEREAS, the shares of common stock of the Company received by AlphaCom
were placed in escrow (the "Escrow Shares") pending the satisfaction of
certain covenants contained in the Purchase Agreement that required the
Company to receive aggregate gross cash proceeds of not less than
$10,000,000 from (i) a direct equity investment or series of investments
from an outside third party or third parties, and/or (ii) license fees
and/or royalty payments received from the license of the Intellectual
Property (as defined in the Purchase Agreement) to third party licensees
(the "Funding Condition"); and
  WHEREAS, in the event that the Funding Condition was not satisfied on or
prior to November 14, 2003, the Company may refuse to execute the Release
Certificate (as defined in the Purchase Agreement) and have the Escrow
Shares returned to the Company; and
  WHEREAS, the Funding Condition was not satisfied by November 14, 2003 and
each of the Company and AlphaCom desire to terminate the Purchase Agreement
and, to the extent possible, reverse the transactions contemplated thereby
and place the respective parties in the same position they were in prior to
the closing of the Purchase Agreement.
  NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
All capitalized terms used herein that are not otherwise defined herein
shall have the respective meanings ascribed to them in the Purchase
Agreement.
Termination of Purchase Agreement.  The Company and AlphaCom agree that,
effective immediately, (i) the Purchase Agreement is hereby terminated, (ii)
the Escrow Shares shall be returned to the treasury of the Company, and
(iii) the Promissory Note shall be canceled, and none of such agreements
and/or documents will be of any further force or effect.
Assignment and Assumption.  Effective as of Effective Date, the Company
hereby assigns, sells, transfers, grants, conveys, delivers, and sets over
(collectively, the "Assignment") to AlphaCom all of the Company's right,
title, benefit, privileges and interest in and to:
all of the assets, properties, and rights of every kind, and description,
real, personal and mixed, tangible and intangible wherever situated as
originally set forth with specificity on Schedule 2 to the Purchase
Agreement; and all of the Company's burdens, obligations and liabilities in
connection with each of the Unassumed Liabilities (as defined hereinbelow).
AlphaCom hereby accepts the Assignment and assumes and agrees to observe and
perform all of the duties, obligations, terms, provisions and covenants, and
to pay and discharge all of the liabilities of the Company, if any, to be
observed, performed, paid or discharged from and after the Effective Date in
connection with the Unassumed Liabilities.
Assumption of Liabilities.
On the Effective Date, the Company shall assume and agree to pay, discharge
or perform, as appropriate, when due only the liabilities accrued since the
Closing Date of the Purchase Agreement specifically identified on Schedule
4(a) attached hereto (the "Assumed Liabilities").  For purposes of the
Agreement, "Liability" means any direct or indirect liability, indebtedness,
obligation, expense, claim, loss, damage, deficiency, guaranty or
endorsement of or by any person, absolute or contingent, accrued or
unaccrued, due or to become due, liquidated or unliquidated.

<PAGE>




Notwithstanding the provisions of Section 4(a) hereinabove or any other
provision of this Agreement, the Company is not assuming under this
Agreement any liability that is not specifically identified as an Assumed
Liability on Schedule 4(a) attached hereto, including any of the following
(each, an "Unassumed Liability"): (i) Liabilities arising out of any default
by AlphaCom of any provision of any written or oral contract, agreement,
lease, instrument, or other document or commitment, arrangement,
undertaking, practice or authorization (each a "Contract") made by AlphaCom
or the Company during the 12-month period following the Closing Date of the
Purchase Agreement (the "Post-Closing Period") and which Contracts are
hereby being transferred and assigned to AlphaCom; (ii) any product
liability or similar claim for injury to any person or property, regardless
of when made or asserted, that arises out of or is based upon any express or
implied representation, warranty, agreement or guarantee made by the
Company, or alleged to have been made by the Company, or that is imposed or
asserted to be imposed by operation of law in connection with any service
performed or product sold or leased by or on behalf of the Company during
the Post-Closing Period; (iii) any Federal, state or local income or other
tax payable with respect to the business of the Company, the assets or other
properties or operations of the Company during the Post-Closing Period;
(iv) any Liabilities under or in connection with any assets listed on
Schedule 2 to the Purchase Agreement; (v) any Liabilities arising during the
Post-Closing Period for severance, bonuses or any other form of compensation
to any employees, agents or independent contractors of the Company, whether
or not employed by the Company after the Effective Date and whether or not
arising or under any applicable law, benefit plan or other arrangement with
respect thereto; (vi) any Liabilities of the Company arising or incurred in
connection with the negotiation, preparation and execution of this Agreement
and the transactions contemplated hereby; (vii) any Liabilities to give
credits or take other remedial actions for defective goods or services
issued or sold by AlphaCom at any time or issued or sold by the Company
during the Post-Closing Period; (x) any Liabilities for money borrowed
except those that are Assumed Liabilities; (xi) any Liability of any person
employed by or affiliated with the Company based upon an act or omission of
such person during the Post-Closing Period; (xii) any Liabilities
specifically set forth on Schedule 4(b); and (xiii) any other Liabilities,
regardless of when made or asserted, that are not specifically assumed
hereunder.
  Except as provided in Section 7 hereinbelow, AlphaCom assumes no Assumed
Liabilities, and the parties hereto agree that all such Assumed Liabilities
shall remain the sole responsibility of the Company.
Resignation of Officers and Directors.  On or prior to the Effective Date,
the officers and directors of the Company shall submit their resignations
from any and all positions held by such persons.  All former officers and
directors of the Company shall return to the Company any and all original
and duplicate copies of all files, records, calendars, books, notes,
manuals, computer disks, diskettes, and any other magnetic or other media
material in their possession or under their control belonging to the Company
to the extent that such materials are not transferred and assigned to
AlphaCom as provided hereunder, or containing confidential or proprietary
information concerning the Company, its business, operations, or customers.
Such officers shall also return to the Company any and all equipment,
identification, keys, credit cards, or any other Company property not
transferred and assigned to AlphaCom as provided hereunder.
Further Actions.  Each of the parties hereto covenants and agrees, at its
own expense, to execute and deliver, at the request of the other party
hereto, such further instruments of transfer and assignment and to take such
other action as such other party may reasonably request to more effectively
consummate the assignments and assumptions contemplated by this Agreement.

<PAGE>



Indemnification.

By AlphaCom.  From and after the Effective Date, AlphaCom shall indemnify
and hold harmless the Company and (if any) its respective successors and
assigns, and their respective officers, directors, employees, stockholders,
agents, affiliates and any person who controls any of such persons within
the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act of 1934, as amended (the "Exchange Act") (each,
an "Indemnified Company Party") from and against any Liabilities, claims,
demands, judgments, losses, costs, damages or expenses whatsoever (including
reasonable attorneys', consultants' and other professional fees and
disbursements of every kind, nature and description incurred by such
Indemnified Company Party in connection therewith, including consequential
and punitive damages) (collectively, "Damages") that such Indemnified
Company Party may sustain, suffer or incur and that result from, arise out
of or relate to (a) any breach of any of the respective representations,
warranties, covenants or agreements of AlphaCom contained in this Agreement,
(b) any Unassumed Liability, (d) any Liability of the Company involving
taxes due and payable by, or imposed with respect to the Company for any all
taxable periods ending on or prior to the Effective Date (whether or not
such taxes have been due and payable), and (e) any Liability arising out of
or related to the actual or constructive termination of any employee during
the Post-Closing Period.  In the case of any damages that the Company
actually sustains, suffers or incurs and that relate to any of the items
specified in any of clauses (a) through (e) above, any Indemnified Company
Party that is an equity owner of such entity shall be deemed to have
sustained, suffered or incurred such damages in an amount that is at least
equal to an amount that is proportionate to such Indemnified Company Party's
ownership interest in such entity.
By the Company.  From and after the Effective Date, the Company shall
indemnify and hold harmless AlphaCom and their respective successors and
assigns, and (if any) their respective officers, directors, employees,
stockholders, agents, affiliates and any person who controls any of such
persons within the meaning of the Securities Act or the Exchange Act (each,
an "Indemnified AlphaCom Party") from and against any damages that such
Indemnified AlphaCom Party may sustain, suffer or incur and that result
from, arise out of or relate to any breach of any of the respective
representations, warranties, covenants or agreements of the Company
contained in this Agreement or as a result of any Liability that arises in
connection with the Assumed Liabilities.
Notice and Control of Litigation.  If any claim or liablitiy is asserted in
writing against an Indemnified Company Party or an Indemnified AlphaCom
Party, as the case may be, that would give rise to a claim under this
Section 7, the party entitled to indemnification (the "Indemnified Party")
shall notify the person providing the indemnity ("Indemnifying Party") in
writing of the same within 15 days of receipt of such written assertion of a
claim or Liability.  The Indemnifying Party shall have the right to defend a
claim and control the defense, settlement and prosecution of any litigation,
unless in the Indemnified Party's reasonable judgment a conflict of interest
between such Indemnified Party and the Indemnifying Parties exists in
respect of such claim (in which case the Indemnified Party shall have the
right to retain one separate counsel, with the reasonable fees and expenses
to be paid by the Indemnifying Party).  If the Indemnifying Party, within
ten days after notice of such claim, fails to defend such claim, the
Indemnified Party will (upon further notice to the Indemnifying Party) have
the right to undertake the defense, compromise or settlement of such claim
on behalf of and for the account and risk of the Indemnifying Party, subject
to the right of the Indemnifying Party to assume the defense of such claim
at any time prior to settlement, compromise or final determination thereof.
Anything in this Section 7(c) notwithstanding, (i) if there is a reasonable
probability that a claim may materially and adversely affect the Indemnified
Party other than as a result of money damages or other money payments, the
Indemnified Party shall have the right, with the consent of the Indemnifying
Party, not to be unreasonably withheld, at its own cost and expense, to
defend, compromise and settle such claim, and (ii) the Indemnifying Party
shall not, without the written consent of the Indemnified Party, not to be
unreasonably withheld, settle or compromise any claim or consent to the
entry of any judgment which does not include as an unconditional term
thereof the giving by the claimant to the Indemnified Party a release from
all liability in respect to such claim.  All parties agree to cooperate
fully as necessary in the defense of such matters.  Should the Indemnified
Party fail to notify the Indemnifying Party in the time required above, this
indemnity shall terminate and be of no further force and effect with respect
to the subject matter of the required notice in the event that the
Indemnified Party's failure to notify in the time required above materially
adversely affects the Indemnifying Party's ability to defend such matter.

<PAGE>




Successors and Assigns.  This Agreement, and the rights and obligations of
the respective parties hereunder may not be assigned by any party hereto
without the prior written consent of the opposing party.
Confidentiality; Publicity.  The parties agree that each will keep
confidential and will not disclose or divulge any confidential, proprietary,
or secret information that they may obtain from the other parties pursuant
to this Agreement, unless such information is known, or until such
information becomes known, to the public; provided, however, that the
parties may disclose such information (a) to their attorneys, accountants,
consultants and other professionals to the extent necessary to obtain their
services in connection with this Agreement and the transactions contemplated
hereby, (b) upon the request or demand of any governmental regulatory agency
or authority after such party has first had a reasonable opportunity to
contest or seek the modification of the request or demand, (c) that is or
becomes available to the public other than as a result of a disclosure by
the disclosing party, (d) in connection with any litigation to which a party
is or may be a party, (e) to the extent necessary in connection with the
exercise of any remedy under this Agreement or (f) to the extent otherwise
required by law.  No party hereto will issue any press release or other
public announcement or disclose the terms of this Agreement (including,
without limitation, any consideration payable hereunder) without the prior
written approval of each other party, except as such disclosure may be made
in the course of normal reporting practices by a party hereto to its
stockholders or partners or as otherwise required by law, including
provisions of the Exchange Act.  The provisions of this Section 9 shall
survive the closing of this Agreement.
Survival of Representations and Warranties.  All agreements,
representations, warranties, and covenants contained herein shall survive
the execution and delivery of this Agreement and the closing of the
transactions contemplated hereby for a period of three years.
Notices.  All notices, requests, consents and other communications under
this Agreement shall be in writing and shall be delivered by hand, sent by
fax, or nationally recognized overnight courier or mailed by first class
certified or registered mail, return receipt requested, postage prepaid:
  If to the Company, at 9974 Huntington Park Drive, Strongsville, OH 44136-
2516, FAX:  440-238-8346, Attention: David F. Hostelley, or at such other
address or addresses as may have been furnished in writing by the Company;
or
  If to AlphaCom, at 760 A Killian Road, Akron, Ohio 44319, FAX: (866) 234-
7609, or at such other address or addresses as may have been furnished in
writing by AlphaCom.
  Notices provided in accordance with this Section 11 shall be deemed given
(i)when received, if sent by hand, (ii) when received, if sent by
facsimile prior to 5:00 p.m. local time at the place received (otherwise on
the next following business day), (iii) one business day after delivery to a
nationally recognized overnight courier service and (iv) five business days
after deposit in the U.S. mail first class certified or registered, postage
prepaid.
Entire Agreement.  This Agreement, any exhibits and scheduled attached
hereto, the Purchase Agreement and documents, exhibits and schedules
attached thereto or referenced therein embody the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersede all prior oral or written agreements and understandings
relating to such subject matter.
Amendments and Waivers.  Except as otherwise expressly set forth in this
Agreement, any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), with the
written consent of each of the parties.  No waivers of or exceptions to any
term, condition or provision of this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.
Counterparts.  This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which shall be
one and the same document.

<PAGE>




Section Headings.  The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties.
Severability.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEVADA (WITHOUT GIVING EFFECT TO ANY
CONFLICTS OR CHOICE OF LAWS PROVISIONS WHICH WOULD CAUSE THE APPLICATION OF
THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION).
Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT
IN CONNECTION WITH THIS AGREEMENT, ANY OF THE TRANSACTION DOCUMENTS, OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Fees and Expenses.  Each of the Company and AlphaCom agrees to pay their
respective costs and expenses incurred by such party in connection with this
Agreement and the transactions contemplated hereby.  In any action to
enforce the terms of this Agreement, the successful party shall be entitled
to recover its reasonable attorneys' fees, costs and expenses from the party
that refused or failed to perform.
Reliance on Independent Legal Advice.  Each of the parties hereto further
represents and warrants to each other, as of the date hereof:
That it has received advice from its own, independent legal counsel prior to
its execution of this Termination Agreement;
That the legal nature and effect of this Termination Agreement has been
explained to it by its counsel;
That it fully understands the terms and provisions of this Termination
Agreement and the nature and effect thereof;
That it has not relied and is not relying upon any representation or
statement of any person not contained in this Termination Agreement or on
the advice of any counsel other than its own counsel; and
That it has carefully read this Termination Agreement, knows the contents
hereof, and is executing the same freely and voluntarily.
Construction.  The parties have participated jointly in the negotiation
drafting of this Agreement.  Any event in ambiguity or question of intent or
interpretation arises, this Agreement shall be constructed as if drafted
jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.  Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to referred to all rules and
regulations promulgated thereunder, unless the context otherwise requires.
The word "including" shall mean "including without limitation."
Incorporation of Exhibits and Schedules. The exhibits and schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.

[The immediately following page contains the signatures of the parties.]

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the day and year first above written.

ALPHACOM, INC.


By:   _____________/s/_________________
      ROBERT SNYDER
      President




MULTI-TECH INTERNATIONAL CORP.


By:    ______________/s/________________
       DAVID F. HOSTELLEY
       President

<PAGE>


                                            SCHEDULE 4

                                        ASSUMED LIABILITIES

                    Description of Liability                      Amount ($)

Auditor                                                           10,000.00
Berkman, Henoch, Peterson & Peddy 4/11 - 10/29/03                 33,735.00
Borer Financial Communications, LLC 7/7/03                            63.80
Byrne, Dennis M. 6/30/03                                             115.00
D.L. Cox, Inc. 7/1/03                                                413.00
Discovery Resources, Inc. 4/10/03                                    413.31
Equity Technology Group, Inc. 4/15/03                              6,049.00
Gregory D. Hostelley 9/30/03                                         199.00
InterSquare 4/1 - 6/1/03                                             166.68
Market Wire 4/1/03                                                    50.00
Mostly Sales Corp. 6/30 - 11/6/03                                  4,136.12
Loan Payable to Rodney R. Schoemann 11/14/03                      15,440.00
Rodney R. Schoemann 11/14/03                                      70,000.00
Salaries Accrued: Dave H. 1/1 - 11/15/03                         131,250.00
Transfer Online, Transfer Agent for MLTI 11/14/03                     25.00
                                                                ------------

TOTAL                                                            272,055.91
                                                                ------------
                                                                ------------



                                    SCHEDULE 4(b)

                                 UNASSUMED LIABILITIES

                    Description of Liability                      Amount ($)




Note Payable - Robert Snyder                                       1,600.00
Loan Payable - ITM, Ltd.                                          10,951.00


                                                                ------------


TOTAL                                                             12,551.00
                                                                ------------
                                                                ------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>ex311.txt
<DESCRIPTION>31.1 CERTIFICATION
<TEXT>
Exhibit 31.1

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I, David F. Hostelley, certify that;


1.      I have reviewed this annual report on Form 10-KSB of Multi-
        Tech International Corp.

2.       Based on my knowledge, this annual report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made, not
         misleading with respect to the period covered by this annual
         report;

3.       Based on my knowledge, the financial statements, and other
         financial information included in this annual report, fairly
         present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this annual report;

4.       The registrant's other certifying officers and I are
         responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-
         14 and 15d-14) for the registrant and have:

         a)     designed such disclosure controls and procedure to
                ensure that material information relating to the
                registrant, including its consolidated subsidiaries,
                is made known to us by others within those entities,
                particularly during the period in which this
                quarterly report is being prepared;

         b)     evaluated the effectiveness of the registrant's
                disclosure controls and procedures as of a date
                within 90 days prior to the filing date of this
                quarterly report (the "Evaluation Date"); and

         c)     presented in this quarterly report our conclusions
                about the effectiveness of the disclosure controls
                and procedures based on our evaluation as of the
                Evaluation Date;

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

         a)     all significant deficiencies in the design or
                operation of internal controls which could adversely
                affect the registrant's ability to record, process,
                summarize and report financial data and have
                identified for the registrant's auditors any material
                weaknesses in internal controls; and

         b)     any fraud, whether or not material, that involves
                management or other employees who have a significant
                role in the registrant's internal controls; and

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



                                         /s/ David F. Hostelley
                                   -------------------------------
                                           David F. Hostelley,
                                         (principal executive officer)
April 12 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>10
<FILENAME>ex312.txt
<DESCRIPTION>301.2CERTIFICATION
<TEXT>
Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I, David F. Hostelley, certify that;


1.      I have reviewed this annual report on Form 10-KSB of Multi-
        Tech International Corp.

2.       Based on my knowledge, this annual report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made, not
         misleading with respect to the period covered by this annual
         report;

3.       Based on my knowledge, the financial statements, and other
         financial information included in this annual report, fairly
         present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this annual report;

4.       The registrant's other certifying officers and I are
         responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-
         14 and 15d-14) for the registrant and have:

         a)     designed such disclosure controls and procedure to
                ensure that material information relating to the
                registrant, including its consolidated subsidiaries,
                is made known to us by others within those entities,
                particularly during the period in which this
                quarterly report is being prepared;

         b)     evaluated the effectiveness of the registrant's
                disclosure controls and procedures as of a date
                within 90 days prior to the filing date of this
                quarterly report (the "Evaluation Date"); and

         c)     presented in this quarterly report our conclusions
                about the effectiveness of the disclosure controls
                and procedures based on our evaluation as of the
                Evaluation Date;

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

         a)     all significant deficiencies in the design or
                operation of internal controls which could adversely
                affect the registrant's ability to record, process,
                summarize and report financial data and have
                identified for the registrant's auditors any material
                weaknesses in internal controls; and

         b)     any fraud, whether or not material, that involves
                management or other employees who have a significant
                role in the registrant's internal controls; and

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



                                         /s/ David F. Hostelley
                                   -------------------------------
                                  David F. Hostelley, Interim President
                                  & Principal Financial Officer
April 12, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>11
<FILENAME>ex321.txt
<DESCRIPTION>3.21 CERTIFICATION
<TEXT>
April 14,2004
                                                               Exhibit 31.2
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection with the Annual Report of Multi-Tech International
Corp, a Nevada corporation (the "Company"), on Form 10-KSB for the
quarter ending December 31, 2003 as filed with the Securities and Exchange
Commission (the "Report"), on the date hereof I, David F. Hostelley,
principal financial officer of the Company, certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my
knowledge:

1.      The Report fully complies with the requirements of section 13(a)
        or 15(d) of the Securities Exchange Act of 1934; and

2.      The information contained in the Report fairly presents, in all
        material respects, the financial condition and result of
        operations of the Company.

A signed original of this written statement required by Section 906 has been
provided to Multi-Tech International Corp. and will be retained by Multi-Tech
International Corp. and furnished to the Securities and Exchange Commission
or its staff upon request.

                                            /s/ David F. Hostelley
                                     -------------------------------
                                                David F. Hostelley
                                            Principal Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>12
<FILENAME>ex322.txt
<DESCRIPTION>32.2 CERTIFICATION
<TEXT>
April 14,2004
                                                               Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection with the Annual Report of Multi-Tech International
Corp, a Nevada corporation (the "Company"), on Form 10-KSB for the
quarter ending December 31, 2003 as filed with the Securities and Exchange
Commission (the "Report"), on the date hereof I, David F. Hostelley,
principal financial officer of the Company, certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my
knowledge:

1.      The Report fully complies with the requirements of section 13(a)
        or 15(d) of the Securities Exchange Act of 1934; and

2.      The information contained in the Report fairly presents, in all
        material respects, the financial condition and result of
        operations of the Company.

A signed original of this written statement required by Section 906 has been
provided to Multi-Tech International Corp. and will be retained by Multi-Tech
International Corp. and furnished to the Securities and Exchange Commission
or its staff upon request.

                                            /s/ David F. Hostelley
                                     -------------------------------
                                                David F. Hostelley
                                            Principal Financial Officer


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