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<SEC-DOCUMENT>0001144204-05-038055.txt : 20051129
<SEC-HEADER>0001144204-05-038055.hdr.sgml : 20051129
<ACCEPTANCE-DATETIME>20051129132058
ACCESSION NUMBER:		0001144204-05-038055
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20051129
DATE AS OF CHANGE:		20051129
EFFECTIVENESS DATE:		20051129

FILER:

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

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-129978
		FILM NUMBER:		051231070

	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>S-8
<SEQUENCE>1
<FILENAME>v030594.txt
<TEXT>
                    As filed with the Securities and Exchange
                         Commission on November 23, 2005

                           Registration No. 000-25909

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

             FORM S-8 Registration under the Securities Act of 1933

                       AUSTRALIAN FOREST INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


         Nevada                 4/95 Salmon Street                86-0931332
                                Port Melbourne
                                Victoria
                                Australia 3207




(State or other jurisdiction    (Address of Principal           (I.R.S. Employer
    of incorporation or           Executive Offices)         Identification No.)
      organization)


                                   Consulting
                           Shares Issued For Services
                            (full title of the plan)


                    Rubin, Bailin, Ortoli, Mayer & Baker LLP
                                 405 Park Avenue
                            New York, New York 10022
                           Attn: William S. Rosenstadt
                     (name and address of agent for service)

                                   Copies to:
                    Rubin, Bailin, Ortoli, Mayer & Baker LLP
                                 405 Park Avenue
                            New York, New York 10022
                                  212/935-0900

Approximate date of proposed sale to the public: Upon the effective date of this
Registration Statement.

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------ ------------------ -------------------- ----------------------- ---------------------
Title of Securities to   Amount to be       Proposed maximum     Proposed maximum        Amount of
be registered            registered (3)(4)  offering price per   aggregate offering      registration fee (1)
                                            share (1)(2)         price
- ------------------------ ------------------ -------------------- ----------------------- ---------------------

- ------------------------ ------------------ -------------------- ----------------------- ---------------------
<S>                      <C>                <C>                  <C>                     <C>
Common Stock, $.001      8,000,000          $1.38                $11,040,000             $1299.41
par value
- ------------------------ ------------------ -------------------- ----------------------- ---------------------
</TABLE>


(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our Common Stock on November 28, 2005 a date within
five (5) days prior to the date of filing of this registration statement, as
reported by the OTC Electronic Bulletin Board.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) Represents the maximum number of shares that may be issued under the
above-named Consulting Agreement.

(4) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable pursuant to this Registration Statement by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of Common Stock.

Documents Incorporated by Reference         |X| Yes          |_| No

<PAGE>

                                     PART II

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement and made a part hereof:

(a) The Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2005, June 30, 2005 and September 30, 2005 and filed pursuant to Section
15(d) of the 1934 Act.

(b) The Company's Annual Report on Form 10-KSB for the year ended December 31,
2004 and filed pursuant to Section 15(d) of the 1934 Act.

(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Nevada law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Nevada law, of personal liability of our
directors and our stockholders for monetary damages for breach of fiduciary duty
as directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number Description

4.1  Agreement between Jeffrey Reade and us dated August 8, 2004.

5.1  Consent and Opinion of Rubin, Bailin, Ortoli, Mayer & Baker LLP.

23.1 Consent of Meyler & Company, LLC.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.

      (b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and

      (c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

      Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs is contained in
periodic reports filed by us pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>

(3) To remove from registration by means of a post- effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, there unto duly authorized, in the City of
Port Melbourne, Australia, United Kingdom, on November 28, 2005.


                           AUSTRALIAN FOREST INDUSTRIES, INC.

                                  By: /s/ Michael Timms
                                     ----------------------------
                                      Michael Timms
                                      Chief Executive Officer,
                                      President and Chairman


                                   By: /s/ Colin Baird
                                      ----------------------------
                                      Chief Financial Officer, Director


                                   By: /s/ Roger Timms
                                      ----------------------------
                                      Executive Vice-President,
                                      Director


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ex_4-1.txt
<TEXT>
Exhibit 4.1

                        INDEPENDENT CONTRACTOR AGREEMENT

      This Independent Contractor Agreement ("Agreement") is made and effective
this 8th day of August 2004, by and between Jeffrey Revell-Reade ("Consultant")
and Multi-Tech International, Corp., a Nevada corporation ("Company")

      WHEREAS, Company desires to engage Consultant to perform certain services
for the Company, pursuant to the terms and conditions stated in this Agreement,
and

      WHEREAS, Consultant desires to perform certain services for Company,
pursuant to the terms and conditions stated herein.

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, the parties agree as follows:

1. Services to be Performed. Company desires that Consultant perform, and
Consultant agrees to perform the following services for the Company in the
indicated capacities:

o     Actively attempt to locate a suitable merger candidate as well as analyze
      and perform proper due diligence functions through consummation of such
      transaction. In the event that Company identifies such a candidate,
      Consultant shall assist Company in the foregoing functions, at no
      additional expense to the Company, in order to consummate such merger.
      Consultant shall spend no less than 10 hours per month performing the
      duties enumerated herein.

2. Consultant's Performance. All work done by Consultant shall be of the highest
professional standard and shall be performed to Company's reasonable
satisfaction.

3. Status. Consultant's status under this Agreement shall be that of an
independent consultant, and not that of an agent or employee. Consultant
warrants and represents that he has complied with all federal, state and local
laws regarding business permits and licenses that may be required for him to
perform the work as set forth in this Agreement.

4. Terms of Compensation. In the event Consultant successfully performs all
services found in Section 1 of this Agreement, Company shall compensate
Consultant by issuing him Seventeen Million (17,000,000) shares of common stock
("Shares"). Within 30 days after the completion of such a merger, the Company
shall file a registration statement on Form S-8 and the Consultant shall have
the right to register Eight Million (8,000,000) of the Shares pursuant to that
registration statement.

<PAGE>

5. Reimbursement of Expenses. Company shall reimburse Consultant for reasonable
monthly expenses provided the expenses are documented in writing by Consultant
to the satisfaction of the Company.

6. Termination. This Agreement may be terminated at anytime by Consultant during
the term hereof with 90 days written notice. Further, this Agreement may be
terminated by the Company for Cause (as that term is defined below) with 90 days
written notice. In the event Company dismisses Consultant for Cause then
Company's obligations to Consultant shall be limited to the compensation earned
up to the date of Consultant's termination for Cause.

      (a)   Definition of Cause. "Cause" shall mean:

            (i)   any action by Consultant which constitutes dishonesty relating
                  to Company, a willful violation of law (other than traffic
                  offenses and similar minor offenses) or a fraud against
                  Company;

            (ii)  Consultant is charged by indictment for, is convicted of or
                  pleads guilty to a felony or other crime;

            (iii) misappropriation of Company's funds or assets by Consultant
                  for his personal gain;

            (iv)  willful misconduct by Consultant relating to Company,
                  including, without limitation, willful failure to perform
                  stated duties or to follow legitimate directions of his
                  superiors;

            (v)   the continual or frequent possession by Consultant of an
                  illegal substance or abuse by Consultant of a controlled
                  substance or alcohol resulting in a pattern of behavior
                  disruptive to the business operations of Company;

            (vi)  failure by Consultant to perform Consultant's duties and
                  responsibilities to Company in a competent manner;

            (vii) any material violation by Consultant of any covenant contained
                  in this Agreement, including covenants related to
                  confidentiality; and

            (viii) any other willful misconduct which materially injures
                  Company.

Subject to this Section 6, in the event that the Company terminates this
Agreement for any reason other than "For Cause", Consultant shall receive all
benefits pursuant to Section 4 of this Agreement as if Consultant satisfactorily
performed all required duties during the Term of this Agreement.

<PAGE>

7. Federal, State and Local Payroll Taxes. Company will not withhold or pay on
behalf of Consultant or any of its employees: (a) federal, state or local income
taxes; or (b) any other payroll tax of any kind. In accordance with the terms of
this Agreement and the understanding of the parties herein, Consultant shall not
be treated as an employee with respect to the services performed hereunder for
federal, state or local tax purposes.

8. Fringe Benefits. Because Consultant is engaged in its own independent
consulting business, it is not eligible for, nor entitled to, and shall not
participate in, any of Company's pension, health or other fringe benefit plans,
if any such plans exist. Such participation in these fringe benefits plans is
limited solely to Company's employees.

9. Notice to Consultant Regarding Tax Liability. Consultant understands that he
is responsible to pay his income tax in accordance with federal, state and local
law. Consultant further understands that he is liable for Social Security,
("FICA") tax, to be paid in accordance with all applicable laws.

10. Term. This Agreement's term shall begin on the date hereof and shall remain
in force until August 8, 2006. Unless both parties mutually agree to terminate
this Agreement.

11. Confidentiality. During the term of this Agreement, and thereafter in
perpetuity, Consultant shall not, without the prior written consent of Company,
disclose to anyone any Confidential Information. "Confidential Information" for
the purposes of this Agreement shall include Company's proprietary and
confidential information such as, but not limited to, customer lists, business
plans, marketing plans, financial information, designs, drawing, specifications,
models, software, source codes and object codes. Confidential Information shall
not include any information that: (a) is disclosed by Company without
restriction; (b) becomes publicly available through no act of Consultant; or (c)
is rightfully received by Consultant.

12. Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.

13. Headings. The headings in this Agreement are inserted for convenience only
and shall not be used to define, limit or describe the scope of this Agreement
or any of the obligations herein.

14. Final Agreement. This Agreement constitutes the final understanding and
agreement between the parties with respect to the subject matter hereof and
supersedes all prior negotiations, understandings and agreements between the
parties, whether written or oral. This Agreement may be amended, supplemented or
changed only by an agreement in writing signed by both of the parties.

15. Notice. Any notice required to be given or otherwise given pursuant to this
Agreement shall be in writing and shall be hand delivered, mailed by certified
mail, return receipt requested or sent by recognized overnight courier service
as follows:

<PAGE>

         If to Consultant:

                  Jeffrey Revell-Reade


         It to Company:

                  Multi-Tech International Corporation, Inc.
                  c/o Rubin, Bailin, Ortoli LLP
                  405 Park Avenue
                  New York, N.Y. 10022
                  Attn: William S. Rosenstadt

         Such Notice shall be deemed given when actually delivered.

16. Severability. If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement, including all
of the remaining terms, will remain in full force and effect as if such invalid
or unenforceable term had never been included.

17. Restrictions on Assignment. Consultant may not assign or otherwise transfer
his rights or delegate its obligations created hereunder to any third party
without the prior written consent of the Company. Notwithstanding the foregoing,
this Agreement shall bind and inure to the benefit of the successors and assigns
of the parties.

         IN WITNESS WHEREOF, this Agreement has been executed by the parties as
of this the 8th day of August, 2004.

                                    Multi-Tech International Corporation, Inc.



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


                                    /s/ Jeffrey Revell-Reade
                                    ----------------------------------
                                    Jeffrey Revell-Reade



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>ex_5-1.txt
<TEXT>
Exhibit 5.1

                    Rubin, Bailin, Ortoli, Mayer & Baker LLP
                                 405 Park Avenue
                            New York, New York 10022
                              212/935-0900 (phone)
                               212/826-9307 (fax)


November 28, 2005

Combined Opinion and Consent
4/95 Salmon Street
Port Melbourne
Victoria
Australia 3207

                     Re: Australian Forest Industries, Inc.

Gentlemen:

We have acted as counsel to Australian Forest Industries, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 as amended (the "Act") of the Company's Registration Statement on
Form S-8, filed contemporaneously with the Commission relating to the
registration under the Act of 8,000,000 shares (the "Shares") of the Company's
Common Stock, $0.001 par value (the "Common Stock").

In rendering this opinion, we have reviewed the Registration Statement on Form
S-8, as well as a copy of the Certificate of Incorporation of the Company, as
amended, and the By-Laws of the Company. We have also reviewed such statutes and
judicial precedents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity with
the original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies.

Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:

(1)   The Company has been duly incorporated and is a validly existing
      corporation under the laws of the State of Nevada;

(2)   The Shares, when issued in connection with the agreements (copies annexed
      to the Registration Statement), will be legally issued, fully paid and
      non-assessable.

<PAGE>

This opinion is limited to the General Corporation Law and the Constitution of
the State of Nevada and we express no opinion with respect to the laws of any
other jurisdiction. We consent to your filing this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent.

Very truly yours,

RUBIN, BAILIN, ORTOLI, MAYER & BAKER LLP

/s/  RUBIN, BAILIN, ORTOLI, MAYER & BAKER LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>ex_23-1.txt
<TEXT>
Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
of Australian Forest Industries, Inc.

We hereby consent to the incorporation by reference, in this Registration
Statement on Form S-8 of Australian Forest Industries, Inc. of our report dated
May 1, 2005 relating to the financial statements of Australian Forest
Industries, Inc. appearing in the Annual Report on Form 10-KSB of Australian
Forest Industries, Inc. for the year ended December 31, 2004.


  /s/ Meyler & Company LLC
- ---------------------------------------------------
Meyler & Company LLC
Certified Public Accountants



Middletown, New Jersey
November 25, 2005


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