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 June 30, 2004

[ ]   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
             ------------------------------------------------------
                    (Address of principal executive offices)

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

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, 80,000,000 outstanding as of August 2,
2004

Preferred Non-Voting Stock, $0.001 par value per share, none outstanding as of
August 2, 2004

Transactional Small Business Disclosure Format

                                           Yes [   ]      No [ X ]


<PAGE>

                         Multi-Tech International, Corp.
                                TABLE OF CONTENTS

Item 1.   Financial Statements

          Balance Sheet (unaudited)............................   F-1
          Statements of Operations (unaudited).................   F-2
          Statements of Cash Flows (unaudited).................   F-3
          Notes to Financial Statements..................... F-4 to F-8

Item 2.  Management's Discussion and Analysis of Plan
           of Operation

Item 3.  Controls and Procedures

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Changes in Securities

Item 3.   Defaults upon Senior Securities

Item 4.   Submission of Matters to a Vote
           of Security Holders

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K

Signatures


<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

                         MULTI -TECH INTERNATIONAL, CORP
                          (A DEVELOPMENT STAGE COMPANY)
                              INTERIM BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    JUNE 30,        DECEMBER 31,
                            ASSETS                                    2004              2003
                                                                      ----              ----
                                                                  (UNAUDITED)        (AUDITED)
                                                                  -----------        ---------
<S>                                                                           <C>               <C>
CURRENT
                                                           Cash               $-                $19
                               Prepaid assets and sundry assets                                  23
                                                                ------------------------------------

                                           Total Current Assets               $-                 42
                                                                                 -------------------

                                                          FIXED

                                                      Equipment                -                  -
                                               Office furniture                -                  -
                                         Leasehold improvements                -                  -
                                                        Vehicle                -                  -
                                                                ------------------------------------

                                             Total Fixed Assets                -                  -
                                                                ------------------------------------

                                                          OTHER

                                                  Patent rights                -                  -
                                                                ------------------------------------

                                             Total Other Assets                -                  -
                                                                ------------------------------------

TOTAL ASSETS                                                                  $-                $42
                                                                ====================================

                          LIABILITIES                                 2004              2003
                                                                      ----              ----
                                                        CURRENT
                                               Accounts payable             $503           $124,559
                 Accrued Expenses and Other Current Liabilities                -            150,000
                                                  Loans payable                -             10,951
                                        Loan from a shareholder            1,822                  -
                                                   Note payable                -             15,275
                                                                ------------------------------------

                                      Total Current Liabilities            2,325            300,785
                                                                ------------------------------------


                                           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 - 80,000,000  (12-31-03 - 16,851,920)           80,000             16,852

                                     Additional paid in capital       10,358,992          9,975,845
                                                Donated Capital          818,871            818,871
                   Deficit accumulated during development stage     (11,260,188)       (11,112,311)
                                                                ------------------------------------

Total Stockholders' Equity                                               (2,325)          (300,743)
                                                                ------------------------------------

                     Total Liabilities and Stockholders' Equity               $-                $42
                                                                ====================================
</TABLE>

                                      F-1

<PAGE>

                       MULTI TECH INTERNATIONAL CORP.
                        (A DEVELOPMENT STAGE COMPANY)
                      INTERIM STATEMENT OF OPERATIONS
                                          (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                          FROM
                                                                                                                      SEP 21, 1998
                                               THREE MONTHS     THREE MONTHS      SIX MONTHS         SIX MONTHS        (INCEPTION)
                                                   ENDED            ENDED            ENDED              ENDED              TO
                                               JUNE 30, 2004    JUNE 30, 2003    JUNE 30, 2004      JUNE 30, 2003     JUNE 30, 2004
                                               -------------    -------------    -------------      -------------     -------------

<S>                                                  <C>             <C>              <C>               <C>            <C>
REVENUE                                                    $-               $-               $-            $4,280            $4,477
                                            ----------------------------------------------------------------------------------------


                                   EXPENSES
        Selling, general and administrative
                                   expenses            90,797          127,414          147,877           140,876        11,564,665
                                            ----------------------------------------------------------------------------------------


                                            ----------------------------------------------------------------------------------------
                   Total Operating Expenses            90,797          127,414          147,877           140,876        11,564,665
                                            ----------------------------------------------------------------------------------------

            NET LOSS BEFORE UNDERNOTED ITEM          (90,797)        (127,414)        (147,877)         (136,596)      (11,560,188)

                 GAIN ON SETTLEMENT OF DEBT                 -                -                -                 -           300,000
                                            ----------------------------------------------------------------------------------------


NET INCOME (LOSS) FROM OPERATIONS                   $(90,797)       $(127,414)       $(147,877)        $(136,596)     $(11,260,188)
                                            ========================================================================================

                 Weighted average number of
                         shares outstanding        18,950,640       40,366,267       17,901,270        40,366,267
                                            ----------------------------------------------------------------------

                Net income (loss) per share           $(0.00)          $(0.00)          $(0.01)           $(0.00)
</TABLE>

                                      F-2

<PAGE>

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

<TABLE>
<CAPTION>
                                                          THREE MONTHS       THREE MONTHS        SIX MONTHS         SIX MONTHS
                                                             ENDED              ENDED              ENDED               ENDED
                                                           6/30/2003          6/30/2002        JUNE 30, 2004       JUNE 30, 2003
                                                           ---------          ---------        -------------       -------------
<S>                                                        <C>                  <C>              <C>                 <C>
              CASH FLOW FROM OPERATING ACTIVITIES:
                                 Net Income (Loss)         $(127,414)           $(9,315)         $(147,877)          $(136,596)
                                                   -----------------------------------------------------------------------------

 Adjustments to reconcile net income (loss) to net
                     cash in operating activities:
               Services received for Common Shares              3,800                  -              6,295               2,500
                     Depreciation and Amortization              2,293                  -                  -               4,586
                 Changes in assets and liabilities
           (Increase) Decrease in prepaid expenses              (523)                  -                 23               4,825
                       (Decrease) in Loans Payable                  -              8,694           (26,226)                   -
           Increase (Decrease) in Accrued Expenses             91,663                  -          (150,000)              91,663
           Increase (Decrease) in accounts payable             30,163                  -          (124,056)              30,163
                                                   -----------------------------------------------------------------------------

                 Cash Used In Operating Activities               (18)              (621)          (441,841)             (2,859)
                                                   -----------------------------------------------------------------------------

               Cash Flow From Financing Activities
                         Increase in loans payable               (51)                  -                  -                 125
               Stock issued on account of purchase
                                         of assets                  -                  -                  -                   -
               Note payable on account of purchase
                                         of assets                  -                  -                  -             (4,528)
                 Issuance of common stock for cash                  -                  -            440,000                   -
                                   Donated capital                  -                546                  -                   -
                             Loan from Shareholder                  -                  -              1,822                   -
                                                   -----------------------------------------------------------------------------

             Cash Provided by Financing Activities               (51)                546            441,822             (4,403)
                                                   -----------------------------------------------------------------------------

               Cash Flow From Investing Activities
                          Purchase of fixed assets                  -                  -                  -                   -
                          Disposal of fixed assets                  -                  -                  -               7,287
              Acquisition of marketable securities                  -                  -                  -                   -
                      Acquisition of patent rights                  -                  -                  -                   -
                                                   -----------------------------------------------------------------------------

                 Cash Used In Investing Activities                  -                  -                  -               7,287
                                                   -----------------------------------------------------------------------------


                       Increase (Decrease) In Cash              $(69)              $(75)              $(19)                 $25
                                                   -----------------------------------------------------------------------------

               Cash Balance at beginning of period                $94               $112                $19                  $-
                   Net increase (decrease) in cash              $(69)               (75)               (19)                  25
                                                   -----------------------------------------------------------------------------
                          Balance at end of period                $25                $37                 $-                 $25
                                                   =============================================================================

<CAPTION>
                                                                 FROM
                                                             SEP 21, 1998                      RESTATED
                                                             (INCEPTION)          YEAR           YEAR
                                                                  TO              ENDED         ENDED
                                                            JUNE 30, 2004      12/31/2002     12/31/2001
                                                            -------------      ----------     ----------
<S>                                                          <C>                 <C>            <C>
              CASH FLOW FROM OPERATING ACTIVITIES:
                                 Net Income (Loss)         $(11,260,188)         $87,033     $(6,340,933)
                                                   -------------------------------------------------------

 Adjustments to reconcile net income (loss) to net
                     cash in operating activities:
               Services received for Common Shares             9,759,594           8,174        6,204,251
                     Depreciation and Amortization                     -                            2,484
                 Changes in assets and liabilities
           (Increase) Decrease in prepaid expenses                     -         120,982                -
                       (Decrease) in Loans Payable                     -               -
           Increase (Decrease) in Accrued Expenses                     -               -
           Increase (Decrease) in accounts payable                   503          18,434                -
                                                   -------------------------------------------------------

                 Cash Used In Operating Activities           (1,500,091)         234,623        (134,198)
                                                   -------------------------------------------------------

               Cash Flow From Financing Activities
                         Increase in loans payable                     -          10,826                -
               Stock issued on account of purchase                                                 31,602
                                         of assets                     -          30,321                -
               Note payable on account of purchase
                                         of assets                     -       4,301,776                -
                 Issuance of common stock for cash               679,398
                                   Donated capital               818,871               -                -
                             Loan from Shareholder                 1,822       (300,000)                -
                                                   -------------------------------------------------------

             Cash Provided by Financing Activities             1,500,091       4,042,923           31,602
                                                   -------------------------------------------------------

               Cash Flow From Investing Activities
                          Purchase of fixed assets                     -        (37,070)                -
                          Disposal of fixed assets                     -               -                -
              Acquisition of marketable securities                     -        (36,100)                -
                      Acquisition of patent rights                     -     (4,204,744)                -
                                                   -------------------------------------------------------
                                                                                                        -
                 Cash Used In Investing Activities                     -     (4,277,914)                -
                                                   -------------------------------------------------------


                       Increase (Decrease) In Cash                    $-          $(368)       $(102,596)
                                                   -------------------------------------------------------

               Cash Balance at beginning of period                    $-            $368              $29
                   Net increase (decrease) in cash                     -           (368)              339
                                                   -------------------------------------------------------
                          Balance at end of period                    $-              $-             $368
                                                   =======================================================
</TABLE>

                                      F-3
<PAGE>


MULTI-TECH INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2004
(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 the OTC-BB as "MLTI".

       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


                                      F-4
<PAGE>

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results may differ from those
estimates.

Cash and Cash Equivalents

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

Income Taxes

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

Net earnings (loss) per share

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

Fair Value of Financial Instruments

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

Recently Issued Accounting Standards

       In November 2002, the FASB issued Interpretation, or FIN, No. 5,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness of Others." FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including residual value
guarantees issued in conjunction with operating lease agreements. It also
clarifies that at the time a company issues a guarantee, the company must
recognize an initial


                                      F-5
<PAGE>

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.


                                      F-6
<PAGE>


       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 June 30, 2004 the Company had no Marketable Securities.

4.     CAPITAL STOCK TRANSACTIONS

       On May 6, 2004 60,000,000 shares of common stock were issued to a
qualified investor for $440,000.

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:


                                      F-7
<PAGE>

5.     INCOME TAXES (CONTINUED)

       Deferred tax assets
          Net operating loss carry forwards               $11,260,188
          Valuation allowance for deferred tax assets     (11,260,188)
                                                          -----------
          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 June 30, 2004, the Company had net operating loss
carry forwards of approximately $11,260,188 for federal and state income tax
purposes. These carry forwards, if not utilized to offset taxable income begin
to expire in 2013.

       Utilization of the net operating loss may be subject to substantial
annual limitation due to the ownership change limitations provided by the
Internal Revenue Code and similar state provisions. The annual limitation could
result in the expiration of the net operating loss before utilization.

6.     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.


                                      F-8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         Certain statements in this Quarterly Report on Form 10-QSB, our audited
financial statements for the fiscal year ended December 31, 2003 as filed in our
annual report on Form 10-KSB, 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 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 June 30, 2004, we had
80,000,000 shares of Common Stock outstanding, and no Preferred Stock issued or
outstanding.

         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

                                      F-9
<PAGE>

to Multi-Tech International, Inc. ("Multi-Tech" OTCBB:MLTI) and new management
joined the Company. ON November 13, 2003 it was mutually agreed to void this
agreement. In connection with this, the Company is now actively pursuing
companies to acquire, merge or otherwise enter into a business combination.

Asset Purchase Agreement

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

                                      F-10
<PAGE>

signed, and no assurance can be given that any agreements will be effected, or
if effected, will be successful.

         The Company has not achieved revenues or profitability to date, and the
Company anticipates that it will continue to incur net losses for the
foreseeable future. As of June 30, 2004, the Company had an accumulated deficit
of Eleven million two hundred and sixty thousand one hundred and eighty-eight
($11,260,188) 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.

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 June 30,2004 was
$(441,841) compared with cash used in operating activities for the six months
ended June 30, 2003 of $(2,859).

The Company's working capital deficiency is currently $2,325 compared with
$300,743 at the year-end. The greatest portion of the deficiency relates to
accounts payable and accrued operating expenses.

The ability of the company to meet its business objectives as described above
depends upon the Company raising the required capital.

The Company has no material commitments for capital expenditures nor does it
foresee the Company raising the required capital.

CURRENT BOARD OF DIRECTORS AND OFFICERS

         Dr. David F. Hostelley, CPA         Board of Directors       Interim
         President, Secretary/Treasurer,
         and CFO.

         Dr. Dennis Byrne                    Board of Directors       Assistant
         Secretary

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

                                      F-11
<PAGE>

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.

                       PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

The sale of sixty million (60,000,000) common shares (restricted) on May 6, 2004
for $440,000 cash allowed the Company to pay all of its then outstanding debts
as well as costs of the transaction. Upon completion of the transaction the
Company had no assets and no liabilities. As a result of this stock sale Mr.
Jeffrey Reade now controls seventy-five percent (75%) of the Company's voting
stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not Applicable.


<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 4, 2004 management sought approval to sell either common stock,
preferred stock, or a combination to raise capital for the company. Written
approval was received from shareholders representing 14,172,580 shares or
70.8629% of the outstanding shares. On May 6, 2004 the Company was able to sell
sixty million (60,000,000) restricted common shares to a qualified investor.

ITEM 5.  OTHER INFORMATION

 Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits

         31.1 Certification by Dr. David F. Hostelley, President and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

         32.1 Certification by Dr. David F. Hostelley, President and 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

         On May 12, 2004, the Company reported on Form 8-K the issuance of
60,000,000 shares of restricted common stock to Mr. Jeffrey Revell-Reade in
exchange for $440,000. As a result of such stock issuance Mr. Reade now controls
75% of the Company's voting stock.

                                   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:  August 2, 2004                Multi-Tech International, Corp.

                                     By: /s/ Dr. David F. Hostelley
                                         -----------------------
                                         Dr. David F. Hostelley,
                                         President and Principal
                                         Financial Officer