MLTX SCHEDULE 14A 06/09/10


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant  x

Filed by a party other than the Registrant  o   


Check the appropriate box:

o   Preliminary Proxy Statement

o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x  Definitive Proxy Statement

o   Definitive Additional Materials

o   Soliciting Material Pursuant to § 240.14a-12

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MULTISYS LANGUAGE SOLUTIONS, INC.

 (Name of Registrant as Specified In Its Charter)


________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of filing fee (Check the appropriate box):

x   No fee required.

o   $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.

o   Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


 

(1)

Title of each class of securities to which transaction applies:

 

(2)

Aggregate number of securities to which transaction applies:

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

(4)

Proposed maximum aggregate value of transaction:

 

(5)

Total fee paid:




o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


 

(1)

Amount previously paid:

 

(2)

Form, Schedule or Registration Statement No.:

 

(3)

Filing Party:

 

(4)

Date Filed:





MULTISYS LANGUAGE SOLUTIONS, INC.

8045 Dolce Volpe Ave.

Las Vegas, Nevada 89178

          


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 21, 2010

          


To the Stockholders of Multisys Language Solutions, Inc.:


Please take notice that the Annual Meeting of Stockholders (the “Annual Meeting”) of Multisys Language Solutions, Inc., a Nevada corporation (the “Company”), will be held on Monday, June 21, 2010 at 2:00 p.m. Pacific Standard Time, at the Multisys Language Solutions, Inc. executive offices, 8045 Dolce Volpe Ave., Las Vegas, NV 89178, for the following purposes:


1.  To elect a Board of three (3) directors, to serve until the 2011 annual meeting of stockholders or until their successors are duly elected and qualified;


2.

 Ratify the appointment of MaloneBailey, LLP as our independent auditors for the year ending December 31, 2010.


3.  To consider and act upon such other matters as may properly come before the Annual Meeting and any adjournment thereof.


Only stockholders of record, as shown on the transfer books of the Company, at the close of business on June 8, 2010 will be entitled to notice of and to vote at the Annual Meeting or at any adjournment thereof.  A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for a proper purpose during normal business hours at the executive offices of the Company for a period of at least 10 days preceding the Annual Meeting.


Whether or not you expect to be present, please sign, date and return the enclosed proxy sheet in the enclosed pre-addressed envelope as soon as possible.  No postage is required if the enclosed envelope is used and mailed in the United States.

 

 

 

 

 

By Order of the Board of Directors

  

  

  

 

 

/s/ Janelle Edington

 

President, Chief Executive Officer


Las Vegas, Nevada

Date: June 9, 2010


YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.



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MULTISYS LANGUAGE SOLUTIONS, INC.

8045 Dolce Volpe Ave.

Las Vegas, Nevada 89178



PROXY STATEMENT


Date, Time and Place of Meeting


The enclosed proxy is solicited on behalf of the Board of Directors of Multisys Language Solutions, Inc. for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, June 21, 2010, at 2:00 p.m. Pacific Standard Time, at the Multisys Language Solutions, Inc. executive offices, 8045 Dolce Volpe Ave., Las Vegas, NV 89178, or at any adjournments or postponements of the Annual Meeting, for the purposes set forth in the notice attached to this proxy statement. This proxy statement and accompanying proxy card are first being mailed to you on or about June 9, 2010.  


GENERAL INFORMATION ABOUT VOTING


Record Date, Outstanding Shares, Quorum and Voting


You can vote your shares of common stock if our records show that you owned your shares June 8, 2010, the record date. At the close of business on the record date, 2,052,500 shares of common stock were outstanding and entitled to vote at the Annual Meeting.  Each share of common stock outstanding as of the record date is entitled to one vote.


You are urged to sign, date and promptly return the enclosed proxy card in the enclosed envelope.


Votes cast by proxy or in person at the Annual Meeting will be tabulated by Raymond Kuh, Secretary, who has been appointed prior to the Annual Meeting.  He will also determine whether a quorum is present.  In the event of any abstentions or broker non-votes with respect to any proposal coming before the Annual Meeting, the proxy will be counted as present for purposes of determining the existence of a quorum.  Abstentions and broker on-votes typically will not be counted for purposes of approving any of the matters to be acted upon at the Annual Meeting.  A broker non-vote generally occurs when a broker or nominee who holds shares in street name for a customer does not have authority to vote on certain non-routine matters because its customer has not provided any voting instructions on the matter.  Therefore, abstentions and broker non-votes generally have no effect under Nevada law with respect to the election of directors or other matters requiring the approval of only a majority of the shares of Common Stock present and voting at the meeting.


Business may be transacted at the Annual Meeting if a quorum is present.  A quorum is present at the Annual Meeting if holders of a majority of the shares of common stock entitled to vote are present in person or by proxy at the Annual Meeting.  If you sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card.


If your shares are held in the name of a nominee, and you do not tell the nominee how to vote your shares (a "broker non-vote"), the nominee can vote them as it sees fit only on matters that are determined to be routine, and not on any other proposal.  Broker non-votes will be counted as present to determine if a quorum exists but will not be counted as present and entitled to vote on any non-routine proposal.  Proposal 1 is considered a routine proposal.


It is important that your proxy be returned promptly and that your shares be represented.  You are urged to sign, date and promptly return the enclosed proxy in the enclosed envelope.


Solicitations and Voting of Proxies


When proxies are properly dated, executed, and returned, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the stockholders.  If not otherwise instructed, the shares represented by each valid returned Proxy in the form accompanying this Proxy will be voted in accordance with the recommendation of the Board of Directors with respect to each matter submitted to the stockholders for approval, and at the discretion of the proxy holders, upon such other business as may properly come before the Annual Meeting (including any proposal to adjourn the Annual Meeting) and any adjournment thereof.  The matters described in this Proxy Statement are the only matters we know will be voted on at the Annual Meeting.  If other matters are properly presented at the Annual Meeting, the proxyholders will vote your shares in accordance with the recommendations of management.




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Please follow the instructions on the enclosed Proxy card to vote on each proposal to be considered at the Annual Meeting.  If you sign and date the Proxy card and mail it back to us in the enclosed envelope, the proxyholders named on the Proxy card will vote your shares as you instruct.  If you sign and return the Proxy card but do not vote on a proposal, the proxyholders will vote your shares "for" such proposal or, in the case of the election of directors, vote "for" election to the Board of Directors of all the nominees presented by the Board of Directors.


Revocability of Proxies


Any person signing a Proxy in the form accompanying this Proxy Statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the Proxy. A Proxy may be revoked (i) by a writing delivered to the Secretary of the Company stating that the Proxy is revoked, (ii) by a subsequent Proxy that is signed by the person who signed the earlier Proxy and is presented at the Annual Meeting, or (iii) by attendance at the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a Proxy). Please note, however, that if a stockholder's shares are held of record by a broker, bank or other nominee and that stockholder wishes to vote at the Annual Meeting, the stockholder must bring to the Annual Meeting a letter from the broker, bank or other nominee confirming that stockholder's beneficial ownership of the shares.  Any written notice of revocation or subsequent Proxy should be delivered to Multisys Language Solutions, Inc., Attention: Secretary, 8045 Dolce Volpe Ave., Las Vegas, NV 89178, or hand-delivered to the Secretary of Multisys Language Solutions, Inc. at or before the taking of the vote at the Annual Meeting.


Expenses of Solicitation


We will bear the entire cost of solicitation, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy and any additional solicitation materials furnished to you.  We will reimburse our transfer agent for its out-of-pocket expenses.  We may also reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding voting information to the beneficial owners. We estimate that all of the foregoing costs will approximate $2,000.  In addition to sending you these materials, some of our employees may contact you by telephone, by mail, or in person.  We will not pay our employees additional compensation for contacting you.



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PROPOSAL NO. 1: ELECTION OF DIRECTORS


The Board of Directors


Our business is managed under the direction of our Board of Directors.  The Board of Directors has designated as nominees for re-election all three of the directors currently serving on the Board as well as current officers.   See "Nominees for Director" below for profiles of the nominees.  After the election of the directors at the Annual Meeting, our Board will have three directors.


The Board believes that re-electing these incumbent directors will promote stability and continuity and expects that such directors will continue making substantial contributions to our company by virtue of their familiarity with, and insight into, our affairs accumulated during their tenure.


All of the nominees have indicated a willingness to continue serving as directors if elected, but if any of them should decline or be unable to act as a director, the proxy holders will vote for the election of another person or persons as the Board of Directors recommends.  We have no reason to believe that any nominee will be unavailable.


Nominees to the Board


The director nominees, and their ages as of the date of the Annual Meeting, their positions at Multisys Language Solutions, Inc., and the period during which they have served as a director are set forth in the following table and paragraphs:



Name

Position Held with the
Company


Age

Date First Elected
or Appointed

Janelle Edington

President, Chief Executive Officer, & Director

28

June 6, 2008

Raymond Kuh

Secretary, Treasurer,
Chief Financial Officer & Director

37

June 10, 2008

Christopher Wetzel

Vice-President and Director

38

June 10, 2008


Janelle Edington, Founder, President, and Director.  Ms. Edington attended Washington State University in Pullman, Washington.  She earned a B.A. in Business Administration in 2003.  Since 2004 she has been employed in the guest services department of the Venetian Hotel in Las Vegas.  


Christopher Wetzel, Vice President, and Director.  Mr. Wetzel graduated from University of Puget Sound in Tacoma, Washington, in 1992 with a degree in English.  Since 2002, he has been the Vice President of Business Development for Contineo Technologies, Inc., and is a Certified Information Systems Auditor.


Raymond Kuh, Chief Financial Officer, Treasurer, Secretary, and Director.  Mr. Kuh is currently engaged in the business of providing specialized language services, translation and interpretation primarily in the area of legal contracts.  He earned a Bachelor of Arts Degree in English Philology from Gonzaga University, Spokane, WA in (August 1992 -­ May 1996). Subsequently, Mr. Kuh has continued to further his training, skills and competence.  Via Eastern Washington University (January through  June 1997), he moved to Guadalajara Mexico and completed a 6 month intensive Spanish immersion program; In 2006, in Barcelona, Spain, he completed the Spanish Official Language School’s (Escuela Oficial de Idiomas) Level 4 Advanced Spanish course, earning a Notable distinction; and, in 2007, he successfully completed all modules in a course entitled Introduction to Translation offered by International House World Organization, Barcelona, Spain.  In 1999 he organized and formed the Historical Autographs U.S.A., Inc. and was the President and Director of the company until it merged with Arbios Systems, Inc. in 2003.  From July 1997 to November of 2004, Mr. Kuh was employed by Walsh & Associates of Spokane, WA, a law firm specializing in patent, trademark, copyright and other intellectual property law.  During this time, Mr. Kuh ascended to the position of Operations Manager, whereby he managed business activities and staff of three.


There are no family relationships between any of the directors and executive officers.


Information Concerning the Board of Directors and Committees Thereof

The Board of Directors of Multisys Language Solutions, Inc. has not constituted any audit, nominating, governance, or other board committees.  The functions of such committees are performed by the Board of Directors.

The Board of Directors considers director nominees based on the need to fill vacancies or to expand the Board, and also considers need to fill particular roles on the Board (e.g. independent director, financial expert, etc.) and evaluate candidates in accordance with its policies regarding director qualifications, qualities and skills.  The Board of Directors does not currently have a policy with regard to the consideration of any director candidates recommended by stockholders.  Given that Multisys Language Solutions, Inc. is a small development stage corporation, the Board of Directors has not deemed it timely to create board committees and develop policies with regard to stockholder nomination of director candidates.



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During the year ended December 31, 2009, the Board of Directors did not meet, but acted through unanimous written consents.

Compensation of Directors

The directors of Multisys Language Solutions, Inc. were not paid for attending board meetings in 2009, nor were any of the directors granted options.

Director Independence


The Board of Directors has determined that none of its members are currently “independent directors” as that term is defined in Rule 4200(a)(15) of the Marketplace Rules of the National Association of Securities Dealers.


Stockholder Communications with the Board of Directors


We have not provided a formal process related to stockholder communications with the Board of Directors.  Any stockholder who desires to contact the Board of Directors or specific members of the Board may do so by writing to: The Board of Directors, Multisys Language Solutions, Inc., 8045 Dolce Volpe Ave., Las Vegas, NV 89178.


Vote Required


The holders of our Common Stock are entitled to one vote per share equal to the number of shares held by such person at the close of business on the record date.  As there is no cumulative voting, each stockholder shall cast all of his/her votes for each nominee of his/her choice or withhold votes from any or all nominees.  Unless a stockholder requests that voting of the proxy be withheld for any one or more of the nominees for directors by so directing on the proxy card, the shares represented by the accompanying proxy will be voted FOR election, as directors, of the above-mentioned five nominees.  If any nominee becomes unavailable for any reason (which event is not anticipated) to serve as a director at the time of the Annual Meeting, then the shares represented by such proxy may be voted for such other person as may be determined by the holders of such proxy.  Directors will be elected at the Annual Meeting by a plurality of the votes cast.  Directors are to be elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier resignation or removal.


OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” AND SOLICITS PROXIES IN FAVOR OF THE NOMINEES LISTED ABOVE (ITEM 1 ON THE ENCLOSED PROXY CARD).



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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF MALONEBAILEY, LLP

AS INDEPENDENT AUDITORS OF THE COMPANY


INDEPENDENT PUBLIC ACCOUNTANTS


MaloneBailey, LLP has served as the independent auditors of Multisys Language Solutions, Inc. since June 9, 2010.  On June 9, 2010, the Board of Directors, subject to stockholder ratification, approved the appointment of Malone Bailey, LLP, independent auditors, to audit our financial statements.  If the shareholders do not approve this proposal at the Annual Meeting, the Board of Directors may reconsider the appointment of MaloneBailey, LLP.


Independent Public Accountants


On June 9, 2010, the Registrant's Board of Directors approved the appointment of Malone Bailey, LLP, Certified Public Accountants located in Houston, Texas, as Multisys Language Solutions, Inc.'s registered independent public accounting firm.  


Audit services of Malone Bailey, LLP include the examination of our financial statements and services related to filings with the Securities and Exchange Commission.


The Board of Directors, or any audit committee subsequently constituted, intends to meets with Malone Bailey, LLP on a quarterly or more frequent basis.  At such times the Board of Directors or audit committee thereof, will review the services performed by Malone Bailey, LLP, as well as the fees charged for such services.


Fees Billed to Multisys Language Solutions, Inc. by Malone Bailey, LLP for the Fiscal Year 2009.


Audit Fees.  We did not pay Malone Bailey, LLP for professional services for tax compliance, tax advice and tax planning in 2009.


Tax Fees – We did not pay Malone Bailey, LLP for professional services for tax compliance, tax advice and tax planning in 2009.


All Other Fees – We did not incur any other fees and expenses from Malone Bailey, LLP for the fiscal year 2009 annual audits.


Vote Required


Submission of the appointment of Malone Bailey, LLP as our independent auditors for the fiscal year ending December 31, 2010 is not required.  However, the Board of Directors will reconsider the appointment if it is not approved by stockholders.  The appointment will be deemed ratified if a majority of the shares of Common Stock present, either in person or by proxy, and voting on the matter, votes in favor of the proposal.  Representatives from the principal accountant for the current year are not expected to be present at the annual meeting.  


THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF MALONEBAILEY, LLP AS INDEPENDENT AUDITORS OF THE COMPANY’S FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010 (ITEM NO. 2 ON THE PROXY CARD).



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EXECUTIVE COMPENSATION


Executive Officers


The executive officers of Multisys Language Solutions, Inc. are Janelle Edington, President and Chief Executive Officer; Christopher Wetzel, Vice President; and Raymond Kuh, Chief Financial Officer, Secretary and Treasurer.


A.   Summary Compensation Table


The table below sets forth the aggregate annual and long-term compensation paid by us since inception on June 6, 2008, through the fiscal year ended December 31, 2008, and the fiscal year ended December 31, 2009, to our Chief Executive Officer (the “Named Executive Officer”). Other than as set forth below, no executive officer’s salary and bonus exceeded $100,000 for the fiscal year 2009.


Name and

Principal

Position

(a)

 

 

 

 

Year

(b)

 

 

 

 

Salary

($)

(c)

 

 

 

 

Bonus

($)

(d)

 

 

 

Stock

Awards

($)

(e)

 

 

 

Option Awards

($)

(f)

 

Non-Equity

Incentive Plan Compensation ($)

(g)

 

Non-Qualified

Deferred

Compensation Earnings ($)

(h)

 

 

All other Compensation

($)

(i)

 

 

 

Total

($)

(j)

 

Janelle Edington

Pres. & CEO, Dir.

 

 


2008

 

 


0

 

 


0

 

 


0

 

 


0

 

 


0

 

 


0

 

 


0

 

 


0

 

 

 

 


2009

 

 0

 

 0

 

 0

 

 0

 

0

 

0

 

 


0

 

 


0

 


B. Narrative Disclosure to Summary Compensation Table


Janelle Edington has not entered into formal written employment agreement with Multisys Language Solutions.  Janelle Edington entered into a consulting agreement of $1,000 per month beginning September 2008, and it was terminated after June of 2009 because of financial conditions of our company.


C. Outstanding Equity Awards at Fiscal Year End

               

Janelle Edington had not been granted any equity compensation, including option grants as of December 31, 2009.  



Stock Awards

          Option Awards

Name

(a)

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

(b)

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

(c)

 

Equity

Incentive

Plan

Awards

Number of

Securities

Underlying

Unexer-

cised

Unearned

Options

(#)

(d)

Option

Exercise

Price

($)

(e)

Option

Expira-

tion

Date

(f)

Number

of Shares

or Units of

Stock

That

Have Not

Vested

(#)

(g)

Market

Value of

Shares or

Units

That

Have Not

Vested

($)

(h)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights That

Have Not

Vested

(#)

(i)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares

Units or

Other

Rights

That Have

Not Vested

($)

(j)

Janelle Edington

0

0

 

0

0

0

0

0

0

$               0


We have not issued any stock options since our inception.  We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the



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resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.  As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it is profitable to do so.


D.

Compensation of Directors


None of our directors receive any compensation for serving as such, for serving on committees of the Board of Directors or for special assignments.  During the fiscal year ended December 31, 2009, there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.


Name

(a)

Fees Earned

or Paid in

Cash

($)

(b)

Stock Awards

($)

(c)

Option

Awards

($)

(d)

Non-Equity

incentive

Plan Com-

pensation

($)

(e)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

(f)

All other

Compensa-

tion

($)

(g)

Total

($)

(h)

Janelle Edington

0

0

0

0

0

0

0

Raymond Kuh

0

0

0

0

0

0

0

Christopher Wetzel

0

0

0

0

0

0

0


Employment Contracts with Executive Officers and Termination of Employment and Change-in-Control Arrangements


Multisys Language Solutions, Inc. does not have an employment contract with its Named Executive Officer.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth certain information known by us with respect to the beneficial ownership of our common stock as of December 31, 2009 by (i) each person who is known by us to own beneficially more than 5% of common stock, (ii) our Named Executive Officer (see the section above entitled “Executive Compensation”), (iii) each of our directors and (iv) all of our current officers and directors as a group.  Except as otherwise listed below, the address of each person is: c/o Multisys Language Solutions, Inc., Dolce Volpe Ave., Las Vegas, NV 89178.


The percentage of shares beneficially owned is based on 2,052,500 shares of common stock outstanding as of December 31, 2009.  Shares of common stock subject to stock options and warrants that are currently exercisable or exercisable within 60 days of December 31, 2009 are deemed to be outstanding for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.  Unless indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.



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Name and Address of
Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percentage
of Class
(1)

Janelle Edington, Pres. & CEO(1)

500,000 shares

27.0%

Christopher Wetzel (2)

125,000 shares

6.7%

Raymond Kuh, CFO, Treas, Sec, Dir. (3)

125,000 shares

6.7%

Jerod Edington (4)

230 Bethany Rd. #128, Burbank, CA 91504

100,000 shares

5.4%

Sherry Edington (4)

702 Edenderry Court, Spokane, WA. 99223

100,000 shares

5.4%

Manuel P. Graiwer (4)

550 Chalette Dr., Beverly Hills, CA 90210

100,000 shares

5.4%

Marisa Graiwer (4)

943 16th St., Santa Monica, CA 90403

100,000 shares

5.4%

Stuart Graiwer (4)

10512 Troon Ave., Los Angeles, CA 90064

100,000 shares

5.4%

Timothy Kuh (4)

1314 South Grand Blvd, Spokane, WA. 99202

100,000 shares

5.4%

Annette Marie Perini (4)

1839 Thatch Palm Dr., Boca Raton, FL 33432

100,000 shares

5.4%

Deana Ruggieri (4)

7460 Hollywood Blvd. #4, Los Angeles, CA 90046

100,000 shares

5.4%

Peter Schmid (5)

Wiesenweg 7, 85653 Aying, Germany

100,000 shares

5.4%

Executive officers and directors as a group

3 persons (6)

750,000 shares

40.4%


 

(1)

Janelle Edington, President and Chief Executive Officer, director.  The holdings of Janelle Edington include 500,000 shares of common stock.

 

(2)

Christopher Wetzel, Vice President, director. The holdings of Mr. Wetzel include 125,000 shares of common stock.  

 

(3)

Raymond Kuh, Chief Financial Officer, Treasurer, Secretary, director.  The holdings of Mr. Kuh include 125,000 shares of common stock.

 

(4)

The holdings of each of these named beneficial holders include only shares of common stock and do not include any vested derivative securities.

 

(5)

The holdings of Peter Schmid include warrants to purchase 100,000 shares of common stock at $0.10 per share.

 

(6)

The holdings of the executive officers and directors as a group include an aggregate of 750,000 shares of common stock as of April 6, 2010.



Legal Proceedings.

To the best knowledge of the management of Multisys Language Solutions, Inc., no director, officer, affiliate of Multisys Language Solutions, Inc., owner of record or beneficially of more than 5% of any class of securities of Multisys Language Solutions, Inc., or security holder is a party adverse to Multisys Language Solutions, Inc. or has a material interest adverse to Multisys Language Solutions, Inc. in any material legal proceeding.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


None.



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COMPLIANCE UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934


The members of the Board of Directors, our executive officers and persons who hold more than 10% of our outstanding common stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which require them to file reports with respect to their ownership of our common stock and their transactions in such common stock.  Based solely upon the review of the Forms 3, 4 and 5 furnished to our company and certain representations made to our company, we believe that during 2009, the members of the Board of Directors, our executive Officers, and person(s) who hold more than 10% of our outstanding common stock timely filed all reports required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 with respect to transactions in equity securities of our company.


OTHER BUSINESS


The Board of Directors knows of no other matters to be presented at the Annual Meeting.  If any other matter does properly come before the Meeting, the appointees named in the Proxies will vote the Proxies in accordance with their best judgment.


PROXY SOLICITATION


We will pay reasonable expenses incurred in forwarding proxy material to the beneficial owners of shares and in obtaining the written instructions of such beneficial owners.  This Proxy Statement and the accompanying materials, in addition to being mailed directly to stockholders, will be distributed through brokers, custodians, nominees and other like parties to beneficial owners of shares of Common Stock.  We will bear the expenses of calling and holding the Annual Meeting and the soliciting of proxies therefore.


We may consider the engagement of a proxy solicitation firm. Our directors, officers, and employees may also solicit proxies by mail, telephone, and personal contact.  They will not receive any additional compensation for these activities.


STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING


Proposals of our stockholders that are intended to be included in our proxy statement and presented by such stockholders at our 2010 Annual Meeting of Stockholders would have needed to be received no later than February 21, 2010.  Stockholders wishing to nominate directors or propose other business at the 2010 Annual Meeting of Stockholders, but not intending to include such nomination or proposal in the Multisys Language Solutions, Inc. proxy statement for such meeting, must give advance written notice us pursuant to our bylaws.  Our bylaws provide that notice of any such nomination or proposal must be received at our principal executive offices not less than 120 days prior to the date of the 2010 Annual Meeting of Stockholders and must contain the information specified by our bylaws.  If this notice is not timely, then the nomination or proposal will not be brought before the 2010 Annual Meeting of Stockholders.


ANNUAL REPORT


If you wish to receive a copy of our Annual Report on Form 10-K for the year ended December 31, 2009 with the proxy material, a copy of the Form 10-K will be made available (without exhibits), free of charge, to interested stockholders upon written request to Raymond Kuh; 8045 Dolce Volpe Ave., Las Vegas, NV 89178, telephone (702) 499-3990.  The Annual Report on Form 10-K, including exhibits, are also available online at the Securities and Exchange Commission’s EDGAR website at www.sec.gov.


By Order of the Board of Directors



June 9, 2010

  /s/ Raymond Kuh

 

Raymond Kuh

Chief Financial Officer, Secretary, Treasurer




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1.  ELECTION OF DIRECTORS:


Nominees:

(01) Janelle Edington

(02) Christopher Wetzel

(03) Raymond Kuh

 

o

FOR ALL NOMINEES

o

WITHHELD ALL NOMINEES

o

For all nominees except as noted below:

____________________________________________________________


2.

Ratify the appointment of MaloneBailey, LLP as our independent auditors for the year ending December 31, 2010.


FOR o  AGAINST o  ABSTAIN o


3.

To transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof.


FOR o  AGAINST o  ABSTAIN o


Mark here for address change and note at left

o


Mark here if you plan to attend the meeting

o


______________________________________________________________________________


PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE RETURN ENVELOPE ENCLOSED.

______________________________________________________________________________



If stock is held jointly, signature should include both names.  If stock is held by executors, administrators, trustees, guardians and others signing in a representative capacity, please give full title.  If stock is held by a corporation, please sign in full corporate name and give name and title of authorized officer.  If stock is held by a partnership, please sign in partnership name by authorized person.



Signature: _________________________________________  ____________  ___ 2010




Signature: _________________________________________  ____________  ___ 2010



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