UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 30, 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.
----------------------------------------------------
(Exact name of Small Business Issuer in its Charter)
Nevada 86-0931332
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9974 Huntington Park Drive, Strongsville, OH 44136-2516
------------------------------------------------------
(Address of principal executive offices)
(440) 759-7470
--------------------------
(Issuer's telephone number)
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
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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 [ ]
State the number of shares outstanding for each of the issuer's
classes of Common Stock as of the last practical date:
Common Stock, $0.001 par value per share, 42,582,934 outstanding as of
September 30, 2003.
Preferred Non-Voting Stock, $0.001 par value per share, none outstanding
as of September 30, 2003.
Transactional Small Business Disclosure Format
Yes [ ] No [ X ]
Multi-Tech International, Corp.
TABLE OF CONTENTS
Item 1. Financial Statements
Balance Sheet (unaudited)............................ 3- 4
Statement of Operations (unaudited).................. 5
Statement of Cash Flows (unaudited).................. 6
Statement of Changes in stockholder's Equity......... 7-11
Notes to Financial Statements........................ 12-20
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 21-23
Item 3. Controls and Procedures............................... 23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 24
Item 2. Changes in Securities ............................... 24
Item 3. Defaults upon Senior Securities...................... 24
Item 4. Submission of Matters to a Vote
of Security Holders................................. 24
Item 5. Other Information.................................... 24
Item 6. Exhibits and Reports on Form 8-K..................... 24
Signatures..................................................... 24
Page Two
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
The unaudited financial statements of registrant for the three months
ended September 30, 2003, follow. The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.
MULTI-TECH INTERNATIONAL, CORP.
(DEVELOPMENT STAGE COMPANY)
INTERIM BALANCE SHEET
AS AT SEPTEMBER 30, 2003
SEPTEMBER 30, DECEMBER 31,
2003 2002
(UNAUDITED) (AUDITED)
--------------------------------------
ASSETS
CURRENT
Cash $ 78 $ 0
Marketable securities 36,100 36,100
Prepaid assets and sundry assets 50,523 55,348
--------------------------------------
Total Current Assets 86,701 91,448
--------------------------------------
FIXED
Equipment 29,295 33,479
Office furniture 5,217 5,619
Leasehold improvements 0 5,959
Vehicle 0 1,328
--------------------------------------
TOTAL FIXED ASSETS 34,512 46,385
--------------------------------------
OTHER
Patents rights 4,204,744 4,204,744
--------------------------------------
Total Other Assets 4,204,744 4,204,744
--------------------------------------
TOTAL ASSETS $ 4,325,957 $ 4,342,577
--------------------------------------
--------------------------------------
Page Three
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
INTERIM BALANCE SHEET
AS AT SEPTEMBER 30, 2003
SEPTEMBER 30, DECEMBER 31,
2003 2002
(UNAUDITED) (AUDITED)
--------------------------------------
LIABILITIES
CURRENT
Accounts payable $ 71,705 $ 18,434
Accrued Expenses and Other
Current Liabilities 132,432 0
Loans payable 10,951 10,826
Loan from a director 0 0
Note payable 4,297,248 4,301,776
--------------------------------------
total Current Liabilities 4,512,336 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 42,157,934
(2002 - 40,907,934) 42,583 40,908
Additional Paid in Capital 9,949,441 9,947,766
Donated Capital 818,871 818,871
Deficit accumulated
during development stage (10,997,274) (10,796,004)
--------------------------------------
Total Stockholders' Equity (186,379) 11,541
--------------------------------------
Total Liabilities and
Stockholders' Equity $ 4,325,957 $ 4,342,577
--------------------------------------
--------------------------------------
Page Four
MULTI-TECH INTERNATIONAL, CORP.
(DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF OPERATIONS
(UNAUDITED)
FROM
SEPT 21, 1998
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS (INCEPTION)
ENDED ENDED ENDED ENDED TO
SEPT 30, 2003 SEPT 30, 2002 SEPT 30, 2003 SEPT 30, 2002 SEPT 30, 2003
----------------------------------------------------------------------------------------------------------------
REVENUE $ 0 $ 0 $ 4,280 $ 197 $ 4,477
----------------------------------------------------------------------------------------------------------------
EXPENSES
Selling, general
and Administrative
expenses 64,674 215 205,550 5,653,497 11,301,751
----------------------------------------------------------------------------------------------------------------
Total Operating Expenses 64,674 215 205,550 5,653,497 11,301,751
----------------------------------------------------------------------------------------------------------------
NET LOSS BEFORE UNDERNOTED
ITEM (64,674) (215) (201,270) (5,653,300) (11,297,274)
GAIN ON SETTLEMENT OF DEBT 0 0 0 0 300,000
----------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) FROM
OPERATIONS $ (64,674) $ (215) $ (201,270) $(5,653,300) (10,997,274)
----------------------------------------------------------------------------------------------------------------
Weighted average number of
shares outstanding 40,366,267 94,418,353 40,366,267 86,816,920
--------------------------------------------------------------
Net income (loss) per share $ (0.00) $ (0.00) $ (0.00) $ (0.07)
Page Five
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
(UNAUDITED)
FROM
SEPT 21, 1998
NINE MONTHS NINE MONTHS (INCEPTION)
ENDED ENDED TO
SEPT 30, 3003 SEPT 30, 3002 SEPT 30, 2003
------------------------------------------------------------------------------
CASH FLOW FROM OPERATING
ACTIVITIES
Net Income (Loss) $ (201,270) $ (186,559) $ (10,997,274)
------------------------------------------------------------------------------
Adjustments to reconcile net
income (loss) to net cash in
operating activities:
Services received for Common
Shares 3,350 176,330 9,744,629
Depreciation and
Amortization 4,586 621 8,411
Change in assets and liabilities
(Increase) Decrease in prepaid
expenses 4,825 (50,523)
Write-down of Fixed Assets - 8,694 -
Increase in Accrued Expenses 132,432 - 132,432
Increase in accounts payable 30,163 0 71,705
------------------------------------------------------------------------------
Cash Used In Operating
Activities (2,806) (914) (1,090,620)
------------------------------------------------------------------------------
Cash Flow From Financing
Activities
Increase in loans payable 125 - 10,951
Stock issued on account of
purchase of assets - - 30,321
Note payable on account of
purchase of assets (4,528) - 4,297,248
Issuance of common stock for
cash - - 216,374
Donated capital - 546 818,871
Decrease in Loan from Director - - -
------------------------------------------------------------------------------
Cash Provided by Financing
Activities (4,403) 546 5,373,765
------------------------------------------------------------------------------
Cash Flow From Investing
Activities
Purchase of fixed assets - - (49,510)
Disposal of fixed assets 7,287 - 7,287
Acquisition of marketable
securities - - (36,100)
Acquisition of patents rights - - (4,204,744)
------------------------------------------------------------------------------
Cash Used In Investing
Activities 7,287 - (4,283,067)
------------------------------------------------------------------------------
Increase (Decrease) In Cash 78 (368) 78
------------------------------------------------------------------------------
Cash Balance at beginning
of period - 368 -
Net increase (decrease) in cash 78 (368) 78
----------------------------------------------
Balance at end of period 78 - 78
----------------------------------------------
------------------------------------------------------------------------------
Page Six
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (SEPTEMBER 21, 1998) TO SEPTEMBER 30, 2003
UNAUDITED
DEFICIT
ACCUMULATED
COMMON ADDITIONAL DURING TOTAL
STOCK PAID IN DONATED DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT CAPITAL CAPITAL STAGE EQUITY
September 21, 1998-
issued for cash 3,000,000 $ 3,000 $ 5,016 $ 0 $ 0 $ 8,016
Net loss for year ended
December 31, 1998 0 0 0 0 (6,841) (6,841)
-----------------------------------------------------------------------------------
Balances as at
December 31, 1998 3,000,000 3,000 5,016 0 (6,841) 1,175
-----------------------------------------------------------------------------------
February 28, 1999 - issued
from sale of public
offering 767,000 767 37,591 0 0 38,358
Net loss for year ended
December 31, 1999 0 0 0 0 (28,815) (28,815)
-----------------------------------------------------------------------------------
Balances as at
December 31, 1999 3,767,000 3,767 42,607 0 (35,656) 10,718
-----------------------------------------------------------------------------------
March 10, 2000 -
issued for cash 3,000,000 3,000 27,000 0 0 30,000
March 28 2000 -
issued for services 1,675,000 1,675 2,929,575 0 0 2,931,250
April 24, 2000 - issued for
advertising services 1,000,000 1,000 1,199,000 0 0 1,200,000
June 5, 2000 - issued for
services 200,000 200 119,800 0 0 120,000
June 15, 2000 - issued for
services 944,220 944 376,744 0 0 377,688
July 21, 2000 - issued for
services 500,000 500 134,500 0 0 135,000
July 21, 2000 - issued for
services 2,000,000 2,000 538,000 0 0 540,000
The accompanying notes are an integral part of these financial statements.
Page Seven
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (SEPTEMBER 21, 1998) TO SEPTEMBER 30, 2003 (CONTINUED)
UNAUDITED
DEFICIT
ACCUMULATED
COMMON ADDITIONAL DURING TOTAL
STOCK PAID IN DONATED DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT CAPITAL CAPITAL STAGE EQUITY
July 14, 2000 - issued for
services 575,000 575 154,675 0 0 155,250
August 7, 2000 - issued for
services 660,000 660 184,140 0 0 184,800
September 13, 2000 - issued
for services 760,000 760 212,040 0 0 212,800
November 9, 2000 - issued
for services 5,000,000 5,000 1,395,000 0 0 1,400,000
December 22, 2000 - issued
for services 5,720,500 5,720 1,596,020 0 0 1,601,740
Shareholder donated capital 0 0 0 730,936 0 730,936
Net Loss for year ended
December 31, 2000 0 0 0 0 (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 0 0 490,050
April 11, 2001 - issued for
services 22,625,000 22,625 181,000 0 0 203,625
April 11, 2001 - sold shares
to qualified investor 12,500,000 12,500 57,500 0 0 70,000
May 15, 2001 - sold shares
to qualified investor 12,500,000 12,500 57,500 0 0 70,000
June 1, 2001 - issued for
services 3,500,000 3,500 171,500 0 0 175,000
Shareholder paid expenses
of business 0 0 0 87,935 0 87,935
The accompanying notes are an integral part of these financial statements.
Page Eight
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (SEPTEMBER 21, 1998) TO SEPTEMBER 30, 2003 (CONTINUED)
UNAUDITED
DEFICIT
ACCUMULATED
COMMON ADDITIONAL DURING TOTAL
STOCK PAID IN DONATED DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT CAPITAL CAPITAL STAGE EQUITY
2001 - issued restricted
shares 6,601,633 6,602 0 0 0 6,602
Net Loss for year ended
December 31, 2001 0 0 0 0 (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 0 0
-----------------------------------------------------------------------------------
Write-off of shareholder
loan to the Company
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 0 0 0 30,321
December 9, 2002 - issued
for services 4,087,000 4,087 4,087 0 0 8,174
Net Income for year ended
December 31, 2002 0 0 0 0 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) 0 0 (1,000)
January 15, 2003 - cancelled
consulting services of
Rodney R. Schoemann (150,000) (150) (150) 0 0 (300)
April 8, 2003 - issued
for services 70,000 70 70 0 0 140
The accompanying notes are an integral part of these financial statements.
Page Nine
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (SEPTEMBER 21, 1998) TO SEPTEMBER 30, 2003 (CONTINUED)
UNAUDITED
DEFICIT
ACCUMULATED
COMMON ADDITIONAL DURING TOTAL
STOCK PAID IN DONATED DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT CAPITAL CAPITAL STAGE EQUITY
April 8, 2003 - issued
for services 100,000 100 100 0 0 200
May 20, 2003 - issued
for services 30,000 30 30 0 0 60
May 20, 2003 - issued
for services 2,000,000 2,000 2,000 0 0 4,000
May 20, 2003 - issued
for services 200,000 200 200 0 0 400
May 20, 2003 - issued
for services 100,000 100 100 0 0 200
June 9, 2003 - issued
for services (2,000,000) (2,000) (2,000) 0 0 (4,000)
June 24, 2003 - issued
for services 500,000 500 500 0 0 1,000
June 28, 2003 - issued
for services 400,000 400 400 0 0 800
June 30, 2003 - issued
for services 500,000 500 500 0 0 1,000
Net Loss for six months
ended June 30, 2003 0 0 0 0 (9,182) (9,182)
Balances as at -----------------------------------------------------------------------------------
June 30, 2003 42,157,934 $ 42,158 $9,949,016 $ 818,871 $(10,932,600) $ (122,555)
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Page Ten
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (SEPTEMBER 21, 1998) TO SEPTEMBER 30, 2003 (CONTINUED)
UNAUDITED
DEFICIT
ACCUMULATED
COMMON ADDITIONAL DURING TOTAL
STOCK PAID IN DONATED DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT CAPITAL CAPITAL STAGE EQUITY
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
Net Loss for three months ended
September 30, 2003 (64,674) (64,674)
Balances as at -----------------------------------------------------------------------------------
September 30, 2003 42,582,934 $ 42,583 $9,949,441 $ 818,871 $(10,997,274) $ (186,379)
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Page Eleven
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
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 has no revenues and has just commenced operations. 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. In the opinion of
management, these interim financial statements include all
adjustments necessary in order to make them not misleading..
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.
Page Twelve
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Fixed Assets
All fixed assets are recorded at their acquisition price. Since
these assets were acquired on November 15, 2002, management has
determined that these assets were put to use on January 1, 2003 and
the Company uses straight line depreciation on these assets over their
estimated useful life. However, in view of the voiding of the contract
to acquire, none of the acquired assets are owned by MLTI 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
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
Page Thirteen
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Standards (continued)
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.
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.
Page Fourteen
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Standards (continued)
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.
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 classified
as "available for sale." At September 30, 2003 all securities were
classified as trading securities.
As part of the purchase price of the assets of Alphacom, Inc as
more particularly described in Note 7 the Company received 277,698
shares of American Millenium Corporation trading on OTCBB under the
symbol of AMCI.OB. This Company has approximately 45 million shares
outstanding to date. The current market value of the stock is $0.16
per share or $44,432. However, as a result of the voiding of the Asset
Purchase Agreement effective November 13, 2003, the asset was returned
to AlphaCom, Inc. and it is no longer owned by MLTI.
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.
Page Fifteen
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
4. CAPITAL STOCK TRANSACTIONS (CONTINUED)
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.
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.
Page Sixteen
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
4. CAPITAL STOCK TRANSACTIONS (CONTINUED)
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.
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.
Page Seventeen
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
4. CAPITAL STOCK TRANSACTIONS (CONTINUED)
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.
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 $10,997,274
Valuation allowance for deferred tax assets (10,997,274)
------------
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 September 30, 2003, the Company had net
operating loss carry forwards of approximately $10,997,274 for
federal and state income tax purposes. These carry forwards, if
Page Eighteen
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
5. INCOME TAXES (CONTINUED)
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.
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.
Page Nineteen
MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2003
(UNAUDITED)
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.
This contract was mutually voided on November 13, 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. SUBSEQUENT TO SEPTEMBER 30, 2003
On November 11, 2003 the Company issued 100,000 shares of its $.001
par value stock in exchange for services valued at $200.
On November 14, 2003 the Company issued 1,000,000 shares of its $0.001
par value stock in exchange for services valued at $2,000.
On November 14, 2003 the company issued 100,000 shares of its $0.001
par value stock as a loan incentive to a $15,440.16, 10% annual
interest rate loan.
On November 14, 2003 the company cancelled 30,320,552 shares held in
escrow pursuant to an Asset Purchase Agreement dated November 14, 2002.
The agreement was voided by mutual consent of the parties.
On November 14, 2003 the Company issued 4,604,538 shares of
its $0.001 par value common stock to settle debts totaling $23,022.69.
Page Twenty
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Caution
Certain statements in this Quarterly Report on Form 10-QSB, our audited
financial statements for the fiscal year ended December 31, 2002 as filed in
our amended annual report on Form 10-KSB/A, as well as statements made by us
in periodic press releases, oral statements made by our officials to analysts
and shareholders in the course of presentations about ourselves, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties, and other factors that may cause the actual
results, performance or achievements of us to be materially different from
any future results, performance or achievements expressed or implied by the
forward looking statements. Such factors include, among other things, (1)
general economic and business conditions; (2) interest rate changes; (3) the
relative stability of the debt and equity markets; (4) competition; (5) the
availability and cost of our products; (6) demographic changes;
(7) government regulations particularly those related to automatic vehicle
location industry; (8) required accounting changes; (9) equipment
failures, power outages, or other events that may interrupt Internet
communications; (10) disputes or claims regarding our proprietary rights to
our software and intellectual property; and (11) other factors over which we
have little or no control.
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 one
hundred five 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
September 30, 2003, we had 42,582,934 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 profitable companies to acquire, merge or otherwise enter
into a business combination.
Page Twenty One
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.
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. The extent of these losses will depend, in part, on the
amount of growth in the Company's revenues from licensing of its technology.
As of September 30, 2003,the Company had an accumulated deficit of Ten
Million Nine Hundred and Ninety-Seven Thousand Two Hundred and Seventy-
Four ($10,997,274) 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. Thus, the Company will
need to generate increased revenues to achieve profitability. To the extent
that increases in its operating expenses precede or are not subsequently
followed by commensurate increases in revenues, or that the Company is unable
to adjust operating expense levels accordingly, the Company's business,
results of operations and financial condition would be materially and
adversely affected. There can be no assurances that the Company can achieve
or sustain profitability or that the Company's operating losses will not
increase in the future.
Page Twenty Two
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 used in operating activities for the six months ended September
30, 2003 was ($2,806) 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 $4,425,635 compared
with $4,239,588 at the year end. The greatest portion of the deficiency
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.
RESIGNATION OF OFFICERS AND DIRECTORS
David Boon resigned as Chief Operating Officer on March 30, 2003.
Steven Coutoumanos resigned as 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 Director is actively seeking other Board members and a
President with communications technology background.
ITEM 3. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report under the supervision and
participation of certain members of the Company's management, including the
President and the Principal Financial Officer, the Company completed an
evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rules 13a - 14 and 15d - 14c to the
Securities Exchange Act of 1934, as amended). Based on this evaluation, the
Company's President and Principal Financial Officer believe that the
disclosure controls and procedures are effective with respect to timely
communicating to them and other members of management responsible for
preparing periodic reports all material information required to be disclosed
in this report as it relates to the Company.
Page Twenty Three
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Not Applicable.
ITEM 2. Changes in Securities and Use of Proceeds
Not Applicable.
ITEM 3. Defaults upon Senior Securities
Not Applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
ITEM 5. Other Information
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes -Oxley
Act of 2002 (18 U.S.C. SECTION 1350)
32.1 Certification by David F. Hostelley, Interim President, &
Principal Financial Officer pursuant to 18 U.S.C. Section 1350,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
Form 8-K filed January 8, 2003 reporting Items 2 and 6.
Form 8-K filed April 24, 2003 reporting Changes in Registrant's
Certifying Accountant
Form 8-K filed June 4, 2003 amending the April 24, 2003 8-K
reporting Changes in Registrant's Certifying Accountant
Form 8-K filed July 2, 2003 reporting Change of Address and Phone
Number of Registrant; Resignation of four (4) members of the Board
of Directors, two of which were officers, the President and the CEO.
Also announcing that board member and CFO will also act as interim
President.
Form 8-K filed August 8, 2003 reflecting a complaint by the SEC
against the President of AlphaCom, Inc. alleging, among other
allegations, that the ownership of the VMSK technology, which the
Registrant purchased on November 14, 2002, was not owned by AlphaCom,
Inc. The Registrant's management is investigating these allegations.
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: November 20, 2003 Multi-Tech International, Corp.
By: /s/ David F. Hostelley
-----------------------
David F. Hostelley
Interim President
Date: November 20, 2003 By: /s/ Dr. David F. Hostelley
-----------------------
Dr. David F. Hostelley
Principal Financial Officer
Page Twenty Four