United States
Securites And Exchange Comission
Washington, DC 20459
Form 10-SB
General Form For Registration Of Securities
Of Small Business Issuers
Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of
1934
Multinet International Corporation, Inc.
Nevada 88-0441338
(State of Organization) (I.R.S. Employer
Identification No.)
5333 S. Arville Street, Las Vegas, NV 89118
(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 966-0600
Registrant's Attorney: Shawn F. Hackman, Esq., 3360 W. Sahara Ave.,
Suite 200, Las Vegas, NV 89102, (702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
Item 1. Description Of Business
Background Multinet International Corporation, Inc. was incorporated on
May 16, 1996 under the laws of the state of Nevada to engage in the
land acquisition business and any lawful corporate activity, including,
but not limited to, selected mergers and acquisitions. Its principal
place of business is located at 5333 S. Arville Street, Las Vegas, NV
89118. Multinet International Corporation, Inc., has been in the
developmental stage since inception, has acquired no land, and has no
operations to date. Other than issuing shares to its original
shareholders, Multinet International Corporation Inc., never commenced
any operational activities. As such, the Multinet International
Corporation, Inc., can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or
acquisition with a private entity. The Board of Directors of Multinet
International Corporation,Inc.,has elected to commence implementation
of Multinet International Corporation, Inc.'s, principal business
purpose described below under "Item 2 - Plan of Operation." The
proposed business activities described herein may classify the Multinet
International Corporation, Inc., as a "blank check" company.
Multinet International Corporation, Inc., has no operations and
accordance with SFAS #7, is considered a development stage company.
Don Bradley incorporated Multinet International Corporation, Inc. He
no longer holds any position with Multinet International Corporation,
Inc. or any hold of Multinet International Corporation, Inc.'s stock.
Multinet International Corporation, Inc., is filing this registration
statement on a voluntary basis because the primary attraction of
Multinet International Corporation, Inc., as a merger partner or
acquisition vehicle will be its status as a public company. Any
business combination or transaction will likely result in a significant
issuance of shares and substantial dilution to present stockholders of
Multinet International Corporation, Inc.
In addition, Multinet International Corporation, Inc., is filing this
registration statement to enhance investor protection and to provide
information if a trading market commences. On December 11, 1997, the
National Association of Securities Dealers, Inc. (NASD) announced that
its Board of Governors had approved a series of proposed changes for
the Over the Counter ("OTC") Bulletin Board and the OTC market. The
principal changes, which was approved by the Securities and Exchange
Commission on January 5, 1999 allows only those companies that report
their current financial information to the Securities and Exchange
Commission, banking, or insurance regulators to be quoted on the OTC
Bulletin Board. The rule provides for phase-in period for those
securities already quoted on the OTC Bulletin Board.
Risk Factors
Multinet International Corporation, Inc., is subject to numerous risk
factors, including the following:
No Operating History Or Revenue And Minimal Assets. Multinet
International Corporation, Inc. has had no operating history and has
received no revenues or earnings from operations. Multinet
International Corporation, Inc., has no significant assets or financial
resources. Multinet International Corporation Inc., will, in all
likelihood, sustain operating expenses without corresponding revenues,
at least until it completes a business combination. This may result in
Multinet International Corporation, Inc., incurring a net operating
loss which will increase continuously until Multinet International
Corporation, Inc. completes a business combination with a profitable
business opportunity. There is no assurance that Multinet International
Corporation Inc., will identify a business opportunity or complete a
business combination.
Speculative Nature Of Multinet International Corporation, Inc.'s
Proposed Operations. The success of the Multinet International
Corporation,Inc.'s proposed plan of operation would depend to a great
extent on the operations, financial condition, and management of the
identified business opportunity. While management intends to seek
business combinations with entities having established operating
histories, it cannot assure that Multinet International Corporation,
Inc., will successfully locate candidates meeting such criteria. In
the event Multinet International Corporation, Inc., completes a
business combination, the success of Multinet International
Corporation, Inc.'s operations may be dependent upon management of the
successor firm or venture partner firm together with numerous other
factors beyond Multinet International Corporation, Inc.'s control.
Scarcity Of And Competition For Business Opportunities And
Combinations. Multinet International Corporation, Inc., is, and will
continue to be, an insignificant participant in the business of seeking
mergers and joint ventures with, and acquisitions of small private
entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions
of companies which may also be desirable target candidates for Multinet
International Corporation, Inc. Nearly all such entities have
significantly greater financial resources, technical expertise, and
managerial capabilities than Multinet International Corporation, Inc.
Multinet International Corporation Inc., is consequently, at a
competitive disadvantage in identifying possible business opportunities
and successfully completing a business combination. Moreover, Multinet
International Corporation Inc., will also compete with numerous other
small public companies in seeking merger or acquisition candidates.
No Agreement For Business Combinations Or Other Transaction Or No
Standards For Business Combination. Multinet International Corporation,
Inc., has no arrangement, agreement, or understanding with respect to
engaging in a business combination with any private entity. There can
be no assurance that Multinet International Corporation, Inc. will
successfully identify and evaluate suitable business opportunities or
conclude a business combination. Management has not identified any
particular industry or specific business within an industry for
evaluations. Multinet International Corporation, Inc. has been in the
developmental stage since inception and has no operations to date.
Other than issuing shares to its original shareholders, Multinet
International Corporation, never commenced any operational activities.
There is no assurance Multinet International Corporation, Inc., will be
able to negotiate a business combination on terms favorable to Multinet
International Corporation. The Company has not established a specific
length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target business
opportunity to have achieved, and without which Multinet International
Corporation, Inc., would not consider a business combination in any
form with such business opportunity. Accordingly, Multinet
International Corporation, Inc., may enter into a business combination
with a business opportunity having no significant operating history,
losses, limited or no potential for earnings, limited assets, negative
net worth, or other negative characteristics.
Continued Management Control, Limited Time Availability. While seeking
a business combination, management anticipates devoting up to twenty
hours per month to the business of Multinet International Corporation,
Inc. Multinet International Corporation, Inc. officers have not entered
into written employment agreements with Multinet International
Corporation, Inc. and are not expected to do so in the foreseeable
future. Multinet International Corporation, Inc. has not obtained key
man life insurance on its officers or directors. Notwithstanding the
combined limited experience and time commitment of management, loss of
the services of any of these individuals would adversely affect
development of Multinet International Corporation, Inc., business and
its likelihood of continuing operations. See "MANAGEMENT."
Conflicts Of Interest - General. Multinet International Corporation,
Inc.'s officers and directors participate in other business ventures,
which compete directly with the Multinet International Corporation,
Inc. Additional conflicts of interest and non-"arms-length"
transactions may also arise in the event Multinet International
Corporation, Inc.'s officers or directors are involved in the
management of any firm with which Multinet International Corporation,
Inc., transacts business. Multinet International Corporation, Inc.'s
Board of Directors has adopted a resolution which prohibits Multinet
International Corporation, Inc. from completing a combination with any
entity in which management serve as officers, directors or partners, or
in which they or their family members own or hold any ownership
interest. Management is not aware of any circumstances, under which
this policy could be changed while current management is in control of
Multinet International Corporation, Inc. See "ITEM 5. Directors,
Executive Officers, Promoters And Control Persons - Conflict Of
Interest."
Reporting Requirements May Delay Or Preclude Acquisition. Companies
subject to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act") must provide certain information about significant
acquisitions, including certified financial statements for Multinet
International Corporation, Inc. acquired, covering one or two years,
depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or even preclude
Multinet International Corporation from completing an otherwise
desirable acquisition. Acquisition prospects that do not have or are
unable to obtain the required audited statements may not be appropriate
for acquisition as long as the reporting requirements of the 1934 Act
are applicable.
Lack Of Market Research Or Marketing Organization. Multinet
International Corporation Inc., has not conducted or received results
of market research indicating that market demand exists for the
transactions contemplated by Multinet International Corporation, Inc.
Moreover, Multinet International Corporation,Inc. does not have, and
does not plan to establish, a marketing organization. If there is
demand for a business combination as contemplated by Multinet
International Corporation, Inc., there is no assurance Multinet
International Corporation, Inc., will successfully complete such
transaction.
Lack Of Diversification. In all likelihood, Multinet International
Corporation, Inc., proposed operations, even if successful, will result
in a business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business.
Multinet International Corporation, Inc.'s inability to diversify its
activities into a number of areas may subject the Multinet
International Corporation, Inc., to economic fluctuations within a
particular business or industry, thereby increasing the risks
associated with Multinet International Corporation, Inc. operations.
Regulation. Although Multinet Internet Corporation, Inc. will be
subject to regulation under the Securities Exchange Act of 1934,
management believes Multinet International Corporation, Inc., will not
be subject to regulation under the Investment Company Act of 1940,
insofar as Multinet International Corporation, Inc. will not be engaged
in the business of investing or trading securities. In the event the
Company engages in business combinations which result in Multinet
International Corporation, Inc. holding passive investment interests in
a number of entities, Multinet International Corporation, Inc. could be
subject to regulation under the Investment Company Act of 1940. In such
event, Multinet International Corporation, Inc. would be required to
register as an investment company and could be inspected to incur
significant registration and compliance costs. Multinet International
Corporation, Inc. has obtained no formal determination from the
Securities and Exchange Commission as to the status of Multinet
International Corporation, Inc. under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
Multinet International Corporation, Inc. to material adverse
consequences.
Probable Change In Control And Management. A business combination
involving the issuance of Multinet International Corporaion, Inc.,
common stock will, in all likelihood, result in shareholders of a
private company obtaining a controlling interest in the Multinet
International Corporation, Inc. Any such business combination may
require management of Multinet International Corporation, Inc., to sell
or transfer all or a portion of Multinet International Corporation,
Inc., common stock held by them, or resign as members of the Board of
Directors of Multinet International Corporation, Inc. The resulting
change in control of Multinet International Corporation, Inc. could
result in removal of one or more present officers and directors of
Multinet International Corporation, Inc. and a corresponding reduction
or elimination of their participation in the future affairs of Multinet
International Corporation, Inc.
Reduction Of Percentage Share Ownership Following Business Combination.
The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would
result in Multinet International Corporation, Inc. issuing securities
to shareholders of such private company. Issuing previously authorized
and unissued common stock of Multinet International Corporation, Inc.
will reduce the percentage of shares owned by present and respective
shareholders, and a change in Multinet International Corporation's
control and/or management.
Disadvantages Of Blank Check Offering. Multinet International
Corporation, Inc. may enter into a business combination with an entity
that desires to establish a public trading market for its shares. A
target company may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with Multinet International Corporation,Inc. The
perceived adverse consequences may include, but are not limited to,
time delays of the registration process, significant expenses to be
incurred in such an offering, loss of voting control to the public
shareholders, and the inability or unwillingness to comply with various
federal and state securities laws enacted for the protection of
investors. These securities laws primarily relate to registering
securities and full disclosure of Multinet International Corporation,
Inc.'s business, management, and financial statements.
Taxation. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination Multinet
International Corporation Inc. may undertake. Typically, these
transactions may be structured to result in tax-free treatment to both
companies, pursuant to various federal and state tax
provisions.Multinet International Corporation, Inc. intends to
structure any business combination so as to minimize the federal and
state tax consequences to both Multinet International Corporation, Inc.
and the target entity. Management cannot assure that a business
combination will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-free
treatment upon transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state
taxes, which may have an adverse effect on both parties to the
transaction.
Requirement Of Audited Financial Statements May Disqualify Business
Opportunities. Management believes that any potential target company
must provide audited financial statements for review, and for the
protection of all parties to the business combination. One or more
attractive business opportunities may forego a business combination
with Multinet International Corporation, Inc., rather than incur the
expenses associated with preparing audited financial statements.
Blue Sky Considerations. Because the securities registered hereunder
have not been registered for resale under the blue sky laws of any
state, and Multinet International Corporation, Inc. has no current
plans to register or qualify its shares in any state, holders of these
shares and persons who desire to purchase them in any trading market
that might develop in the future, should be aware that there may be
significant state blue sky restrictions upon the ability of new
investors to purchase the securities. These restrictions could reduce
the size of any potential market. As a result of recent changes in
federal law, non-issuer trading or resale of Multinet International
Corporation, Inc. securities is exempt from state registration or
qualifications in most states. However, some states may continue to
restrict the trading or resale of blind pool or "blank-check"
securities. Accordingly, investors should consider any potential
secondary market for Multinet International Corporation, Inc.'s
securities to be a limited one.
Mergers. Any merger or acquisition affected by Multinet International
Corporation, Inc. can be expected to have a significant dilative effect
on the percentage of shares held by Multinet International Corporation,
Inc.'s then shareholders.
Trading Market. There is no trading market for Multinet International
Corporation, Inc. common stock at present, and there has been no
trading to date. There is no assurance that a trading market will ever
develop or, if it does develop that it will continue. Multinet
International Corporation, Inc. intends to request a broker-dealer to
make application to the NASD Regulation, Inc. to have Multinet
International Corporation, Inc's securities traded on the OTC Bulletin
Board or published in print and electronic media, or either, in the
National Quotation Bureau LLC "Pink Sheet."
Year 2000 Compliance. A business combination will, in all likelihood,
result in Multinet International Corporation, Inc., disclosing
additional Year 2000 matters. Many existing computer programs use only
two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming
change in the century. If not corrected, many computer applications
could fail or create erroneous results by or at the Year 2000. The Year
2000 issue affects virtually all companies and organizations.
Disclosures By Public Companies Regarding The Year 2000 Issue.
The business combination will require specific Year 2000 disclosures.
Management of Multinet International Corporation, Inc. believes that
any potential business opportunity may require a disclosure that many
companies must undertake major project to address the Year 2000 issue.
The disclosure of the potential costs and uncertainties will depend on
a number of factors, including its software and hardware and the nature
of its industry. Companies also must coordinate with other entities,
with which they electronically interact, both domestically and
globally, including suppliers, customers, creditors, borrowers, and
financial service organizations. If Multinet International Corporation,
Inc. does not successfully address its Year 2000 issues, Multinet
International Corporation, Inc. may face material adverse consequences.
Multinet International Corporation, Inc. will be required to review, on
an ongoing basis; whether it needs to disclose anticipated costs,
problems and uncertainties associated with the Year 2000 consequences,
particularly in their filings with the Securities and Exchange
Commission. Multinet International Corporation, Inc. may have to
disclose this information in the Securities and Exchange Commissions
filings because (I) the form or report may require the disclosure rules
require disclosure not misleading.
If Multinet International Corporation, Inc. determines that it should
make a Year 2000 disclosure, applicable rules or regulations must be
followed. If Multinet International Corporation, Inc. has not made an
assessment of its Year 2000 issues or has not determined whether it has
material Year 2000 issues, a disclosure of this known uncertainty is
required. In addition, the Securities and Exchange Commission staff
believes that the determination as to whether Multinet International
Corporation,Inc.'s Year 2000 issuers should be disclosed should be
based on whether the Year 2000 issues are material to Multinet
International Corporation Inc.'s business, operations, or financial
condition, without regard to related countervailing circumstances (such
as Year 2000 redemption programs or contingency plans). If the Year
2000 issuers are determined to be material, without regard to
countervailing circumstances, the nature and potential impact of the
Year 2000 issues as well as the countervailing circumstances will be
required. As part of this disclosure, the following will be addressed:
Multinet International Corporation, Inc.'s general plans to
address the Year 2000 issues relating to its business, its
operations (including operating systems) and, if material, its
relationships with customers, suppliers, and other constituents;
and its timetable for carrying out those plans; and the total
dollar amount that Multinet International Corporation, Inc.'s
estimates will be spent to remediate its year 2000 issues, if
such amount is expected to be material to Multinet International
Corporation, Inc.'s business, operations or financial condition,
and any material impact these expenditures are expected to have
on Multinet International Corporation, Inc.'s results of
operations, liquidity and capital resources.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
NOTE REGARDING PROFECTIONS AND FORWARD LOOKING STATEMENTS.
This statement includes projections of future results and "forward-
looking statements" as that term is defined in Section 27A of the
Securities Act of 1933 as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934 as amended (the "Exchange
Act"). All statements that are included in this Registration Statement,
other than statements of historical fact, are forward-looking
statements, Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been
correct. Important factors that could cause actual results to differ
materially from the expectations are disclosed in this Statement,
including, without limitation, with those forward-looking statements
contained in this Statement.
Plan of Operation-General
Multinet's International Corporation, Inc.'s plan is to seek,
investigate, and if such investigation warrants, acquire an interest in
one or more business opportunities presented to it by persons or firms
desiring the perceived advantages of a publicly held corporation. At
this time, Multinet International Corporation, Inc. has no plan,
proposal, agreement, understanding, or arrangement to acquire or merge
with any specific business or company, and Multinet International
Corporation, Inc. has not identified any specific business or company
for investigation and evaluation. No member of Management or any
promoter of Multinet International Corporation, Inc., or an affiliate
of either, has had any material discussions with any other company with
respect to any acquisition of that company, Multinet International
Corporation, Inc. will not restrict its search to any specific
business, industry, or geographical location, and may participate in
business ventures of virtually any kind or nature. Discussion of the
proposed business under this caption and throughout this Registration
Statement is purposefully general and is not meant to restrict Multinet
International Corporation, Inc.'s virtually unlimited discretion to
search for and enter into a business combination.
Multinet International Corporation, Inc. may seek a combination with a
firm which only recently commenced operations, or a developing company
in need of additional funds to expand into new products or markets or
seeking to develop a new product or service, or an established business
which may be experiencing financial or operating difficulties and needs
additional capital which is perceived to be easier to raise by a public
company, In some instance, a business opportunity may involve acquiring
or merging with a corporation which does not need substantial
additional cash but which desired to establish a public trading market
for its common stock. Multinet International Corporation, Inc. may
purchase assets and establish wholly owned subsidiaries in various
businesses or purchase existing businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely risky.
Because of federal economic condition, rapid technological advances
being made in some industries, and shortages of available capital,
management believes that there are numerous firms seeking the benefits
of a publicly traded corporation. Such perceived benefits of a publicly
traded corporation may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity
for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statues) for all
shareholders, and other items. Potentially available business
opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.
Management believes that Multinet International Corporation, Inc. may
be able to benefit from the use of "leverage" to acquire a target
company. Leveraging a transaction involves acquiring a business while
incurring significant indebtedness for a large percentage of the
purchase price of that business. Through leveraged transactions,
Multinat International Corporation,Inc. would be required to use less
of its available funds to acquire a target company and, therefore,
could commit those funds to the operations of the business, to
combinations with other target companies, or the other activities. The
borrowing involved in a leveraged transaction will ordinarily be
secured by the assets of the acquired business. If that business is not
able to generate sufficient revenues to make payments on the debt
incurred by Multinet International Corporation,Inc. to acquire that
business, the lender would be able to exercise the remedies provided by
law or by contract. These leveraging techniques, while reducing the
amount of funds that Multinet International Corporation, Inc. must
commit to acquire a business, may correspondingly increase the risk of
loss to Multinet International Corporation, Inc. Multinet International
Corporation, Inc. can give as to the terms or availability of financing
for any acquisition no assurance. During periods when interest rates
are relatively high, the benefits of leveraging are not as great as
during periods of lower interest rates, because the investment in the
business held on a leveraged basis will only be profitable if it
generates sufficient revenues to cover the related debt and other costs
of the financing. Lenders from which Multinet International
Corporation, Inc. may obtain funds for purposes of a leveraged buy-out
may impose restrictions on the future borrowing, distribution, and
operating policies of Multinet Internatinal Corporation, Inc. It is not
possible at this time to predict the restrictions, if any, which
lenders any impose, or the impact thereof on Multinet International
Organization, Inc.
Multinet International Organization, Inc. has insufficient capital with
which to provide the owners of businesses significant currency or other
assets. Management believes Multinet International Corporation, Inc.
will offer owners of businesses the opportunity to acquire a
controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering, The
owners of the businesses will, however, incur significant post-merger
or acquisition registration costs in the event they wish to register a
portion of their shares for subsequent sale. Multinet International
Corporation, Inc. will also incur significant legal and accounting
costs in connection with the acquisition of a business opportunity,
including the costs of preparing post-effective amendments, forms 8-K,
agreements, and related reports and documents. Nevertheless, the
officers and directors of Multinet International Corporation, Inc. have
not conducted market research and are not aware of statistical data,
which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business. Multinet International
Corporation, Inc. does not intend to make any loans to any prospective
merger or acquisition candidates or to unaffiliated third parties.
Multinet Internet Corporation, Inc. will not restrict its search for
any specific kind of terms, but may acquire a venture which is in its
preliminary or developmental stage, which is already in operation, or
in essentially any stage of its corporate life. It is impossible to
predict at this time the status of any business in which Multinet
International Corporation, Inc. may become engaged, in that such
business may need to seek additional capital, may desire to have its
shares publicly traded, or may seek other perceived advantages which
the Company may offer. However, Multinet International Corporation,
Inc. does not intend to obtain funds in one or more private placements
to finance the operation of any acquired business opportunity until
such time as Multinet International Corporation, Inc. has successfully
consummated such a merger or acquisition. Multinet International
Corporation, Inc. also has no plans to conduct any offerings under
Regulation S.
Sources of Opportunities
Multinet International Corporation, Inc. will seek a potential business
opportunity from all known sources; but will rely principally on
personal contacts of its officers and directors as well as indirect
associations between them and other business and professional people.
It is not presently anticipated that Multinet International
Corporation, Inc. will engage professional firms specializing in
business acquisitions or reorganizations.
Management, while not especially experienced in matters relating to the
new business of Multinet International Corporation, Inc. will rely upon
their own efforts and, to a much lesser extent, the efforts of Multinet
International Corporation, Inc.'s shareholders, in accomplishing the
business purposes of Multinet International Corporation, Inc. It is not
anticipated that any outside consultants or advisors, other than
Multinet International Corporation, Inc.'s counsel and accountants,
will be utilized by Multinet International Corporation, Inc., to
effectuate its business purposes described herein. However, if Multinet
International Corporation, Inc. does retain such an outside consultant
or advisor, any cash fee earned by such party will need to be paid by
the prospective merger/acquisition candidate, as Multinet International
Corporation, Inc. has no cash assets with which to pay such obligation.
There have been no discussions, understandings, contracts or agreements
with any outside consultants and none are anticipated in the future. In
the past, Multinet International Corporation, Inc.'s management has
never used outside consultants or advisors in connection with a merger
or acquisition.
As is customary in the industry, Multinet International Corporation,
Inc.'s may par a finder's fee for locating an acquisition prospect. If
any such fee is paid, it will be approved by Multinet International
Corporation, Inc.'s Board of Directors and will be in accordance with
the industry standards. Such fees are customarily between 1% and 5% of
the size of the transaction, based upon a sliding scale of the amount
involved. Such fees are typically in the range of 5% on a $1,000,000
transaction ratably down to 1% in a $4,000,000 transaction. Management
has adopted a policy that such a finder's fee or real estate brokerage
fee could, in certain circumstances, be paid to any employee, officer,
director or 5% shareholder of Multinet International Corporation, Inc.,
if such person plays a material role in bringing a transaction to
Multinet International Corporation, Inc.
Multinet International Corporation, Inc. will not have sufficient funds
to undertake any significant development, marketing, and manufacturing
of any products, which may be acquired. Accordingly, if it acquires the
rights to a product, rather than entering into a merger or acquisition,
it most likely would need to seek debt or equity financing or obtain
funding from third parties in exchange for which Multinet International
Corporation, Inc. would probably be required to give up a substantial
portion of its interest in any acquired product. There is no assurance
that Multinet International Corporation, Inc. will be able either to
obtain additional financing or to interest third parties in providing
funding for the further development, marketing, and manufacturing of
any products acquired.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors Multinet
International Corporation, Inc. (see "Management"). Management intends
to concentrate on identifying prospective business opportunities, which
may be brought to its attention through present associations with
management. In analyzing prospective business opportunities, management
will consider, among other factors, such matters as:
1. The available technical, financial, and managerial resources.
2. Working capital and other financial requirements.
3. History of operation, if any.
4. Prospects for the future.
5. Present and expected competition.
6. The quality and experience of management services which may be
available and the depth of that management.
7. The potential for further research, development, or
exploration.
8. Specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of Multinet
International Corporation, Inc.
9. The potential for growth or expansion.
10. The potential for profit.
11. The perceived public recognition or acceptance of products,
services, or trades.
12. Name identification.
Management will meet personally with management and key personnel of
the firm sponsoring the business opportunity as part of their
investigation. To the furthest extent possible, Multinet International
Corporation, Inc. intends to utilize written reports and personal
investigation to evaluate the above factors. Multinet International
Corporation, Inc. will not acquire or merge with any company for which
audited financial statements cannot be obtained.
Opportunities in which Multinet International Corporation, Inc.
participates will present certain risks, many of which cannot be
identified adequately prior to selecting a specific opportunity.
Multinet International Corporation, Inc. shareholders must, therefore,
depend on Management to identify and evaluate such risks. Promoters of
some opportunities may have been unable to develop a going concern or
may present a business in its development stage (in that it has not
generated significant revenues from its principal business activities
prior to Multinet International Corporation, Inc.'s participation.)
Even after Multinet International Corporation, Inc.'s participation,
there is a risk that the combined enterprise may not become a going
concern or advance beyond the development stage. Other opportunities
may involve new and untested products, processes, or market strategies,
which may not succeed. Such risks will be assumed by Multinet
International Organization, and therefore, its shareholders.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management
time and attention as well as substantial costs for accountants,
attorneys, and others. If a decision is made not to participate in a
specific business opportunity the costs incurred in the related
investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in
the loss by Multinet International Organization, Inc. of the related
costs incurred.
There is the additional risk that Multinet International Corporation,
Inc. will not find a suitable target. Management does not believe
Multinet International Corporation, Inc. will generate revenue without
finding and completing a transaction with a suitable target company. If
no such target is found, therefore, no return on an investment in
Multinet International Corporation, Inc. will be realized, and there
will not, most likely, be a market for Multinet International
Corporation, Inc. stock.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition,
Multinet International Corporation, Inc. may become a party to a
merger, consolidation, reorganization, joint venture, franchise, or
licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. Once a transaction is
complete, it is possible that the present management and shareholders
of Multinet International Corporation, Inc. will not be in control of
Multinet International Corporation, Inc.In addition, a majority or all
of Multinet International Corporation, Inc. officers and directors may,
as part of the terms of the transaction, resign and be replaced by new
officers and directors without a vote of the Multinet International
Corporation, Inc. shareholders.
It is anticipated that securities issued in any such reorganization
would be issued in reliance on exemptions from registration under
applicable Federal and state securities laws. In some circumstances,
however, as a negotiated element of this transaction is consummated,
under certain conditions, or at specified time thereafter. The issuance
of substantial additional securities and their potential sale into any
trading market which may develop in Multinet International Corporation,
Inc.'s Common Stock may have a depressive effect on such market.
While the actual terms of a transaction to which Multinet International
Corporation, Inc. may be a party cannot be predicted, it may be
expected that the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a so called "tax free" reorganization
under Sections 368 (a) (1) or 351 of the Internal Revenue Code of 1986,
as amended (the "Code"). In order to obtain tax-free treatment under
the Code, it may be necessary for the owners of the acquired business
to own 80% or more of the voting stock of the surviving entity. In such
event, the shareholders of Mutlinet International Corporation,Inc.
including investors in this offering, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which could
result in significant dilution in the equity of such shareholders.
As part of Mutlinet International Corporation,Inc.'s investigation:
officers and directors of Mutlinet International Corporation,Inc. will
meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative
measures to the extent of the Mutlinet International Corporation,Inc.
limited financial resources and management expertise. The manner in
which Mutlinet International Corporation,Inc. participates in an
opportunity, and the relative negotiating strength of Mutlinet
International Corporation,Inc. and such other management.
With respect to any mergers or acquisitions, negotiations with target
company management will be expected to focus on the percentage of
Mutlinet International Corporation,Inc., which the target company's
shareholders would acquire in exchange for their shareholdings in the
target company. Depending upon, among other things, the target
company's assets and liabilities, Mutlinet International
Corporation,Inc.'s shareholders will, in all likelihood, hold a lesser
percentage ownership interest in Mutlinet International
Corporation,Inc. following any merger or acquisition. The percentage
ownership may be subject of significant dilutive effect on the
percentage of shares held by Mutlinet International Corporation,Inc.
then shareholders, including purchasers in this offering.
Management has advanced, and will continue to advance, funds, which
shall be used by Mutlinet International Corporation,Inc. in identifying
and pursuing agreements with target companies. Management anticipates
that these funds will be repaid from the proceeds of any agreement with
the target company, and that any such agreement may, in fact, be
contingent upon the repayment of those funds.
Competition
Mutlinet International Corporation,Inc. is an insignificant participant
among firms which engage in business combinations with, or financing
of, development-stage enterprises. There are many established
management and financial consulting companies and venture capital firms
who have significantly greater financial and personal resources,
technical expertise and experience than Mutlinet International
Corporation,Inc. In view of Mutlinet International Corporation,Inc.'s
limited financial resources and management availability, Mutlinet
International Corporation,Inc. will continue to be at significant
competitive disadvantage vis-...-vis the Mutlinet International
Corporation,Inc.'s competitors.
Year 2000 Compliance
Mutlinet International Corporation,Inc. is aware of the issues
associated with the programming code in existing computer systems as
the year 2000 approaches, Mutlinet International Corporation,Inc. has
assessed these issues as they relate to Mutlinet International
Corporation,Inc., and since Mutlinet International Corporation,Inc.
currently has no operating business and does not use any computer, and
since it has no customers, suppliers or other constituents, it does not
believe that there are any material year 2000 issues to disclose in
this Form 10-SB.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as
an issuer, which is or holds it out as being engaged primarily in the
business of investing, reinvesting, or trading securities. While
Mutlinet International Corporation,Inc. does not intend to engage in
such activities, Mutlinet International Corporation,Inc. may obtain and
hold a minority interest in a number of development stage enterprises.
Mutlinet International Corporation,Inc. could be expected to incur
significant
registration and compliance costs if required to register under the
Investment Company Act of 1940. Accordingly, management will continue
to review Mutlinet International Corporation,Inc.'s activities from
time to time with a view that toward reducing the likelihood Mutlinet
International Corporation,Inc. could be classified as an "investment
company".
Mutlinet International Corporation,Inc. intends to structure a merger
or acquisition in such manner as to minimize Federal and state tax
consequences to Mutlinet International Corporation,Inc. and to any
target company.
Employees
Mutlinet International Corporation,Inc. has no full time or part-time
employees. None of the officers and directors anticipates devoting more
than ten (10%) of his or her time to Company activities. Mutlinet
International Corporation,Inc.'s President and Secretary have agreed to
allocate a portion of said time to the activities of Mutlinet
International Corporation,Inc., without compensation. These officers
anticipate that the business plan of Mutlinet International
Corporation,Inc. can be implemented by their devoting minimal time per
month to the business affairs of Mutlinet International
Corporation,Inc. and consequently, conflicts of interest may arise with
respect to the limited time commitment by such officers. See "ITEM 5
Directors, Executive Officers, Promoters And Control Persons
Item 3. Description Of Property.
Mutlinet International Corporation, Inc. has no properties and at this
time has no agreements to acquire any properties.
Mutlinet International Corporation,Inc.presently occupies office space
supplied by Glen Brow, 5333 S. Arville Street, Las Vegas, Nevada 89118.
This space is provided to Multinet International Corporation, Inc. on a
rent-free basis, and it is anticipated that this agreement will remain
until such time as Multinet International Corporation, Inc.
successfully consummates a merger or acquisition. Management believes
that this arrangement will meet Mutlinet International
Corporation,Inc.'s needs for the foreseeable future.
Item 4. Security Ownership Of Certain Beneficial Owners And
Management.
The following table sets forth each person known to Mutlinet
International Corporation,Inc. to be a beneficial owner of five percent
(5%) or more of Mutlinet International Corporation,Inc.'s common stock,
by Mutlinet International Corporation,Inc.'s directors individually,
and by all of Mutlinet International Corporation,Inc.'s directors and
executive officers as a group. Except as noted each person has sole
voting and investment power with respect to the shares shown.
Title of Class Name/Address Shares Percentage
Of Owner Beneficially Ownership
Owned
Common Glen Brow 125 5.1%
605 Largo Azul
Henderson, NV
89015
Common Sherri Henderson 175 7.2%
601 Bryant CT.
Boulder City, NV
89005
Common Traci Brow 125 5.1%
605 Largo Azul
Henderson, NV
89015
Common All officers and directors
(3 individuals)
35 persons hold the total of Multinet International Corporation,Inc.'s
outstanding Common Shares.
ITEM 5. Directors, Executive Officers, Promoters, And Control
Persons.
The members of the Board of Directors of Mutlinet International
Corporation,Inc. serve until the next annual meeting of the
stockholders, or until their successors have been elected. The officers
serve at the pleasure of the Board of Directors.
There are no agreements for any officer or director to resign at the
request of any other person, and none of the officers or directors
named below are acting on behalf of or at the direction of any other
person.
Mutlinet International Corporation,Inc.'s officers and directors will
devote their time to the business on an "as-needed" basis, which is
expected to require 5-10 hours per month.
Information as to the directors and executive officers of Mutlinet
International Corporation,Inc. is as follows:
Glen Brow President/Director
Sherri Henderson Secretary/Director
Traci Brow Treasurer/Director
The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, disqualification, or until their successors have
been duly elected and qualified. Vacancies in the existing Board of
Directors are filled by majority vote of the remaining Directors.
Officers of Multinet International Corporation, Inc. serve at the will
of the Board of Directors. There are no agreements or understandings
for any officers or director to resign at the request of another person
and no officer or director is acting on behalf of or will act at the
direction on any other person. Glen Brow and Traci Brow are husband and
wife.
Glen Brow; President
Sherri Henderson; Secretary
Traci Brow; Treasurer
Conflicts of Interest
Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount
of time to Mutlinet International Corporation,Inc.'s affairs. The
officers and directors of Mutlinet International Corporation,Inc. may
in the future become shareholders, officers, or directors of other
companies which may be formed for the purpose of engaging in business
activities similar to those conducted by Mutlinet International
Corporation,Inc. Mutlinet International Corporation,Inc. does not
currently have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may
relate to Mutlinet International Corporation,Inc.'s proposed business
operations.
The officers and directors are, so long as they are officers or
directors of Mutlinet International Corporation,Inc., subject to the
restriction that all opportunities contemplated by Mutlinet
International Corporation,Inc.'s plan of operation which come to their
attention, either in the performance of their duties or in any other
manner, will be considered opportunities of, and be made available to
Mutlinet International Corporation,Inc. and the companies that they are
affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. Subject to
the next paragraph, if a situation arises in which more than one
company desires to merge with or acquire that target company and the
principals of the proposed target company, Mutlinet International
Corporation,Inc. of which the President first became an officer and
director will be entitled to proceed with the transaction. Except as
set forth above, Mutlinet International Corporation,Inc. has not
adopted any other conflict of interest policy with respect to such
transactions.
Investment Company Act of 1940
Although Mutlinet International Corporation,Inc. will be subject to
regulation under the securities Act of 1933 and the Securities Exchange
Act of 1934, management believes Mutlinet International
Corporation,Inc. will not be subject to regulation under the Investment
Company Act of 1940 insofar as Mutlinet International Corporation,Inc.
will not be engaged in the business of investing or trading in
securities. In the event Mutlinet International Corporation,Inc.
engages in business combinations which result in Mutlinet International
Corporation,Inc. holding passive investment interests in a number of
entities, Mutlinet International Corporation,Inc. could be subject to
regulation under the Investment Company Act of 1940. In such event,
Mutlinet International Corporation,Inc. would be required to register
as an investment company and could be expected to incur significant
registration and compliance costs. Mutlinet International
Corporation,Inc. has obtained no formal determination from the
Securities and Exchange Commission as to the status of Mutlinet
International Corporation,Inc. under the Investment Company Act of 1940
and, consequently, any violation of such Act would subject the Company
to material adverse consequences.
Item 6. Executive Compensation
None of the Multinet International Corporation, Inc.'s officers and/or
directors receives any compensation for their respective services
rendered to Mutlinet International Corporation,Inc., nor have they
received such compensation in the past. They both have agreed to act
without compensation until authorized by the Board of Directors, which
is not expected to occur until the Registrant has generated revenues
from operations after consummation of a merger or acquisition. As of
the date of the registration statement, Mutlinet International
Corporation,Inc. has no funds available to pay directors. Further, none
of the directors are acquiring any compensation pursuant to any
agreement with Mutlinet International Corporation,Inc.
It is possible that, after Mutlinet International Corporation,Inc. has
successfully consummated a merger or acquisition with an unaffiliated
entity, that entity may desire to employ or retain one or more member
of Mutlinet International Corporation,Inc.'s management for the
purposes of providing services to the surviving entity, or otherwise
provide other compensation to such persons. However, Mutlinet
International Corporation,Inc. has adopted a policy whereby the officer
of any post-transaction remuneration to members of management will not
be a consideration in Mutlinet International Corporation,Inc.'s
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to Mutlinet International
Corporation,Inc.'s Board of Directors any discussions concerning
possible compensation to be paid to them by any entity which proposes
to undertake a transaction with Mutlinet International Corporation,Inc.
and further, to abstain from voting on such transaction. Therefore, as
a practical matter, if each member of Mutlinet International
Corporation,Inc.'s Board of Directors is offered compensation in any
form from the prospective merger or acquisition candidate, the proposed
transaction will not be approved by Mutlinet International
Corporation,Inc.'s Board of Directors as a result of the inability of
the Board to affirmatively approve such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to Mutlinet International
Corporation,Inc. In the event Mutlinet International Corporation,Inc.
consummates a transaction with an entity referred by associates of
management, it is possible that such an associate will be compensated
for their referral in the form of a finder's fee. It is anticipated
that this fee will either be in the form of common stock issued by
Mutilnet International Corporation,Inc. as part of the terms of the
proposed transaction, in the form of cash consideration. However, if
such compensation is in the form of cash, such payment will be tendered
by the by the acquisition or merger candidate, because Mutilnet
International Corporation,Inc. has insufficient cash available. The
amount of such finder's fee cannot be determined as of the date of this
registration statement, but is expected to be comparable to
consideration normally paid in like transactions surviving entity, or
otherwise provide other compensation to such persons. However,
Mutilnet International Corporation,Inc. has adopted a policy whereby
the offer of any post-transaction remuneration to members of management
will not be a consideration in Mutilnet International
Corporation,Inc.'s decision to undertake any proposed transaction.
Each member of management has agreed to disclose to Mutilnet
International Corporation,Inc.'s Board of Directors any discussions
concerning possible compensation to be paid to them by any entity which
proposes to undertake a transaction with Mutilnet International
Corporation,Inc. and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of
Mutilnet International Corporation,Inc.'s Board of Directors is offered
compensation in any form from any prospective merger or acquisition
candidate, the proposed transaction will not be approved by the
Multinet International Corporation, Inc.'s Board of Directors as a
result of the inability of the Board to affirmatively approve such a
transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to Multinet International
Corporation, Inc. In the event Mutilnet International Corporation,Inc.
consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated
for their referral in the form of a finder's fee. It is anticipated
that this fee will be either in the form of restricted common stock
issued by Mutilnet International Corporation,Inc. as part of the terms
of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form of
cash, such payment will be tendered by the acquisition or merger
candidate, because Mutilnet International Corporation,Inc. has
insufficient cash available. The amount of such a finder's fee cannot
be determined as of the date of this registration statement, but is
expected to be comparable to consideration normally paid in like
transactions, surviving entity, or otherwise provideother compensation
to such persons. However. Multinet International Corporation, Inc. had
adopted a policy whereby the officer of any post-transaction
remuneration to members of management will not be a consideration in
Multinet International Corporation, Inc.'s decision to undertake any
proposed transaction. Each member of management has agreed to disclose
to Mutilnet International Corporation,Inc.'s Board of Directors any
disscussions concerning possible compensation to be paid to them by any
entity which proposes to undertake any transaction with Mutilnet
International Corporation,Inc. and further, to obstain from voting on
such transactions. Therefore, as a practical matter, if each member of
Mutilnet International Corporation,Inc.'s Board of Directors is offered
compensation in any form from any prospective merger or aqcuisition
candidate, the proposed tranaction will not be approved by Mutilnet
International Corporation,Inc.'s Board of Directors as a result of the
inability of the Board to affirmatively approve such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to Mutilnet International
Corporation,Inc. In the event Mutilnet International Corporation,Inc.
consummates a transaction with any entity refferred by associates of
management, it is possible that such an associate will be compensated
for their referral in the form of a finder's fee. It is anticipated
that this fee will be either in the form of restricted common stock
issued by Mutilnet International Corporation,Inc. as part of the terms
of the proposed transaction, or will be in the from of cash
consideration. However, if such compensation is in the form of cash
such payment will be tendered by the acquisition or merger candidate
because Mutilnet International Corporation,Inc. has insufficient cash
available. The amount of such finder's fee cannot be determined as of
the date of this registration statement but is expected to be
comparable to consideration normally paid in like transactions. No
member of management of Mutilnet International Corporation,Inc. will
receive any finder's fee, either directly or indirectly, as a result of
their respective efforts
to implement Mutilnet International Corporation,Inc.'s business plan
outlined herein. Persons "associated" with
management is meant to refer to persons with whom management may have
had other business dealings, but who are not affiliated with or
relatives of management.
No retirement, pension, profit sharing, stock option or insurance
programs or other
similar programs have been adopted by the Registrant for the benefit of
its employees.
Item 7. Certain Relationships And Related Transactions
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item
404 of Regulation S-B
The Board of Directors has passed a resolution containing a policy that
Mutilnet International Corporation,Inc. will not seek an acquisition or
merger with any entity in which any of Mutilnet International
Corporation,Inc.'s officers, directors, principal shareholders or their
affiliates or associates serve as officer or director or hold any
ownership interest. Management is not aware of any circumstances under
which this policy may be changed through their own initiative.
The proposed business activities described herein classify Mutilnet
International Corporation,Inc. as a "blank check" company. Many states
have enacted statutes, rules, and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in Mutilnet International Corporation,Inc.'s
securities until such time as Mutilnet International Corporation,Inc.
has successfully implemented its business plan described herein.
Accordingly, each shareholder of Mutilnet International
Corporation,Inc. has executed and delivered a "lock-up" letter
agreement, affirming that he/she shall not sell his/her respective
shares of Mutilnet International Corporation,Inc. 's common stock until
such time as Mutilnet International Corporation,Inc. has successfully
consummated a merger or acquisition and Mutilnet International
Corporation,Inc. is no longer classified as a "blank check" company.
In order to provide further assurances that no trading will occur in
Mutilnet International Corporation,Inc.'s securities until a merger or
acquisition has been consummated, each shareholder has agreed to place
his/her respective stock certificate with Mutilnet International
Corporation,Inc.'s local counsel, who will not release these respective
certificates until such time as legal counsel has confirmed that a
merger or acquisition has been successfully consummated. Mutilnet
International Corporation,Inc. 's legal counsel is Shawn F. Hackman,
PC,360 W. Sahara Ave., Suite 200, Las Vegas, NV 89102. However, while
management believes that the procedures established to preclude any
sale of Mutilnet International Corporation,Inc.'s securities prior to
closing of a merger or acquisition will be sufficient; there can be no
assurances that the procedures established herein will unequivocally
limit any shareholder's ability to sell their respective securities
before such closing.
Item 8. Legal Proceedings
Mutilnet International Corporation,Inc. is not a party to any material
pending legal proceedings and, to the best of its knowledge, no such
action by or against Mutilnet International Corporation,Inc. has been
threatened.
Item 9. Market For Common Equity And Related Stockholder Matters.
There is no trading market for Mutilnet International
Corporation,Inc.'s Common Stock at present and there has been no
trading market to date. Management has not undertaken any discussions,
preliminary or otherwise, with any prospective market maker concern in
the participation of such market maker in the after-market for Mutilnet
International Corporation,Inc.'s securities and management does not
intend to initiate any such discussions until such time as Mutilnet
International Corporation,Inc. has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or, if
such a market does develop, that it will continue.
After a merger or acquisition has been completed, one or both of
Mutilnet International Corporation,Inc.'s officers and directors will
most likely be the persons to contact prospective market makers. It is
also possible that persons associated with the entity that merges with
or is acquired by Mutilnet International Corporation,Inc. will contact
prospective market makers. Mutilnet International Corporation,Inc.
does not intend to use consultants to contact market makers.
Market Price
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-
9, which established the definition of a "penny stock," for purposes
relevant to Mutilnet International Corporation,Inc., as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions.For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer
receives from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in
penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and
(ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or
dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed, written agreement from the
investor prior to the transaction. Disclosure also has to be made
about the risks of investing in penny stocks in both public offerings
and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market
in penny stocks.The National Association of Securities Dealers, Inc.
(the "NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market and for
continued listing. For initial listing a company must have net
tangible assets of $4 million, market capitalization of $50 million or
net income of $750,000 in the most recently completed fiscal year or in
two of the last three fiscal years. For initial listing, the common
stock must also have a minimum bid price of $4 per share. In order to
continue to be included on NASDAQ, a company must maintain $2,000,000
in net tangible assets and a $1,000,000 market value of its publicly-
traded securities. In addition, continued inclusion requires two
market makers and a minimum bid-price of $1.00 per share.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate, which will allow Mutilnet
International Corporation,Inc.'s securities to be traded without the
aforesaid limitations. However, there can be no assurances that, upon
a successful merger or acquisition, Mutilnet International
Corporation,Inc. will qualify its securities for listing on NASDAQ or
some other national exchange, or be able to maintain the maintenance
criteria necessary to insure continued listing. The failure of
Mutilnet International Corporation,Inc. to qualify its securities or to
meet the relevant maintenance criteria after such qualification in the
future may result in the discontinuance of the inclusion of Mutilnet
International Corporation,Inc.'s securities on a national exchange. In
such events, trading, if any, in Mutilnet International
Corporation,Inc.'s securities may then continue in the non-NASDAQ over-
the-counter market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the
market value of, Multinet International Corporation, Inc.'s securities.
Holders
There are thirty-five (35) holders of Mutilnet International
Corporation,Inc. 's Common Stock. In 1996, Mutilnet International
Corporation,Inc. issued 250,000 of its Common Shares for cash. All of
the issued and outstanding shares of Mutilnet International
Corporation,Inc.'s Common Stock were issued in accordance with the
exemption from registration afforded by Section 4(2) of the Securities
Act of 1933, as amended.
As of the date of this registration statement, 555,000 shares of
Mutilnet International Corporation,Inc. 's Common Stocks are eligible
for sale under Rule 144 promulgated under the Securities Act of 1933,
as amended, subject to certain limitations included in said Rule. In
general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year
holding period, under certain circumstances, may sell within any three-
month period a number of shares which does not exceed the greater of
one percent of the then outstanding Common Stock or the average weekly
trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a two-
year holding period and who is not, and has not been for the preceding
three months, an affiliate of Mutilnet International Corporation,Inc.
Dividends
The Registrant has not paid any dividends to date, and has no plans to
do so in the immediate future.
Item 10. Recent Sales Of Unregistered Securities.
Mutilnet International Corporation,Inc. has not issued any of its
securities during the three-year period preceding the date of this
registration statement. All of the shares of Common Stock of the
Companies previously issued have been issued for investment purposes in
a "private transaction" and are "restricted" shares as defined in Rule
144 under the Securities Act of 1933, as amended. These shares may not
be offered for public sales except under Rule 144, or otherwise,
pursuant to the said Act.
As of the date of this report, all of the issued and outstanding shares
of Mutilnet International Corporation,Inc.'s common stocks are eligible
for sale under Rule 144 promulgated under the Securities Act
of 1933), as amended, subject to certain limitations included in the
said Rule. No shareholder has executed and delivered to the Company a
"lock-up" letter affirming that he or she shall not sell their
respective shares of Mutilnet International Corporation,Inc.'s Common
Stock until such time as Mutilnet International Corporation,Inc. has
successfully consummated a merger or acquisition and Mutilnet
International Corporation,Inc. is no longer classified as a "blank
check" company.
In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliated when they resell restricted securities (those
purchased from the issuer or an affiliate of the issuer in nonpublic
transaction). Nonaffiliated reselling restricted securities, as well
as affiliates selling restricted or nonrestricted securities, are not
considered to be engaged in a distribution and, therefore, are not
deemed to be underwriters as defined in Section 2 (1 1), if six
conditions are met:
(1) Current public information must be available about the issuer
unless sales are limited
to those made by nonaffiliated after two years.
(2) When restricted securities are sold, generally there must be a one
year-holding period.
(3) When either restricted or nonrestricted securities are sold by an
affiliate after one year, there are limitations on the amount of
securities that may be sold; when restricted securities are sold by
non-affiliates between the first and second years,there are identical
limitations; after two years, there are no volume limitations for
re sells by non-affiliates.
(4)Except for sales of restricted securities made by nonaffiliated
after two years, all sales must be made in brokers' transactions as
defined in Section 4 (4 of the Securities Act of 1933 ), as amended, or
a transaction directly with a "market maker" as that term
is defined in Section 3(a) (38) of the 1934 Act.
(5) Except for sales of restricted securities made by non affiliates
after two years, a notice of proposed sale must be filed for all sales
in excess of 500 shares or with aggregate sales price in excess of $
10,000.
(6) There must be a bona fide intention to sell within a reasonable
time after the filing of the notice referred to in (5) above.
Item 11. Description Of Securities.
Common Stock
Mutilnet International Corporation,Inc.'s Articles of Incorporation
authorizes the issuance of 25,000,000 shares, par value $0.001. There
are 2,425,000 Common Shares issued and outstanding as of the date of
this filing.
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one voter per share in all
matters to be voted upon by
shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid and non-assessable shares. Cumulative voting in the
election of directors is not permitted, which means that the holders of
a majority of the issued and outstanding shares of Common Stock
represented at any meeting at which a quorum is present will be able to
elect the entire Board of Directors if they so choose and, in such
event, the holders of the remaining
shares of Common Stock will not be able to elect any directors. In the
event of liquidation of Mutilnet International Corporation,Inc., each
shareholder is entitled to receive a proportionate share of the
Company's assets available for distribution to shareholders after the
payment of liabilities and after distribution in full of preferential
amounts, if any. All shares of Mutilnet International
Corporation,Inc.'s Common Stock issued and outstanding are fully paid
and non-assessable. Holders of the Common Stock are entitled to share
pro rata in dividends and distributions with respect to the Common
Stock, as may be declared by the Board of Directors out of funds
legally available therefore.
Item 12. Indemnification Of Directors And Officers.
Except for acts or omissions which involve intentional misconduct fraud
or known violation of law or for the payment of dividends in violation
of Nevada Revised Statutes, there shall be no personal liability of a
director or officer to Mutilnet International Corporation,Inc. or its
stockholders for damages for breach of fiduciary duty as a director or
officer. Mutilnet International Corporation,Inc. may indemnify any
person for expenses incurred, including attorneys fees, in connection
with their good faith acts if they reasonably believe such acts are in
and not opposed to the best interests of Mutilnet International
Corporation,Inc. and for acts for which the person had no reason to
believe his or her conduct was unlawful. Mutilnet International
Corporation,Inc. may indemnify the officers and directors for expenses
incurred in defending a civil or criminal action, suit or proceeding as
they are incurred in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount of such expenses if it is
ultimately determined by a court of competent jurisdiction in which the
action or suit is brought determined that such person is fairly and
reasonable entitled to indemnification for such expenses which the
court deems proper.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to officers, directors or persons controlling Mutilnet
International Corporation,Inc. pursuant to the foregoing, Mutilnet
International Corporation,Inc. has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended,
and therefore unenforceable.
Item 13. Financial Statements
The financial statements and supplemental data required by this Item 13
follow the index of financial statements appearing at Item 15 of this
Form 10-SB.
Item 14. Changes In And Disagreements With Accountants
On Accounting And Financial Disclosure.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its
accountants.
Item 15. Financial Statements And Exhibits.
Financial Statements
December 31, 1997
December 31, 1998
November 30, 1999
Multinet International Corporation, Inc.
CONTENTS
Page
Independent Auditor's Report 26
Financial Statements
Balance Sheet 27
Statement of Operations 28
Statement of Changes in Stockholders' Equity 29
Statement of Cash Flows 30
Notes to Financial Statements 31
Member American Institute Member
Nevada Society
of Certified Public Accountants of
Certified Public Accountants
KURT D. SALIGER, C.PA.
Certified Public Accountant
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Multinet International Corporation, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Multinet
International Corporation, Inc. as of November 30, 1999, December 31,
1998 and 1997, and the related statements of operations, changes in
stockholders' equity and cash flows for each of the years then ended
and period ended November 30, 1999. These financial statements are the
responsibility of Mutilnet International Corporation,Inc.'s management.
My responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Multinet
International Corporation, Inc. as of November 30, 1999 and December
31, 1998 and 1997, and the results of their operations and its cash
flows for each of the years then ended and the period ended November
30, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared
assumiing Mutilnet International Corporation,Inc. will continue as a
going concern. As discussed in Note 4 to the financial statements,
Mutilnet International Corporation,Inc. has had no operations and has
no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 4. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Kurt D. Saliger
December 15, 1999
Multinet International Corporation, Inc.
A Development Stage Company
BALANCE SHEETS
Nov. 31, December 31, December 31,
1999 1998 1997
ASSETS
CURRENT ASSETS
Cash $1,367 $l,650 $2,340
Accounts Receivabl $0 $0 $0
-------- ---------- ---------
TOTAL CURRENT ASSETS
$1,367 $1,650 $2,340
PROPERTY AND
EQUIPMENT, NET
$0 $0 $0
OTHER ASSETS
$0 $0 $0
TOTAL ASSETS
$1,367 $1,650 $2,340
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts Payable $0 $0 $85
Accrued Liabilities $0 $0 $0
Current Portion,
Long Term Debt
$0 $0 $0
------ ------ ------
TOTAL CURRENT
LIABILITIES $0 $0 $85
LONG-TERM DEBT $0 $0 $0
STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value
authorized 25,000,000 shares;
issued and outstanding
2,425 shares $2 $2 $2
Additional Paid
In Capital $2,423 $2,423 $2,423
Deficit Accumulated During
Development Stage ($1,058) ($775) ($170)
----- ------- -------
Total Stockholders' Equity
$l367 $l650 $2
Total Liabilities And
Stockholders' Equity $l367 $l650 $2,340
Multinet International Corporation, INC.
A Development Stage Company
Statement Of Operations
For the
eleven For the May17, 1996
months years ended (inception)
Nov.30 December 31, to Nov. 30,
1999 1998 & 1997 1999
Revenues $0 $0 $0
Costs Of Revenues $0 $0 $0
----- ------- -------
Gross Profit $0 $0 $0
Operating Expenses
Selling, general and
administrative $283 $690 $1,058
Amortization and
depreciation $0 $0 $0
Total Operating Expenses
$283 $690 $1,058
--- ------- ------
Income (Loss) From Operations
($283) ($690) ($1,058)
Other Income (Eepenses)
Gain on sale of assets $0 $0 $0
Interest expenses $0 $0 $0
Income (Loss) Before Income Taxes
($283) ($690) ($1,058)
Income Taxes $0 $0 $0
----- -------- -------
Net Profit (Loss) ($283) ($690) ($1,058)
NET PROFIT (LOSS)
PER SHARE ($0.1167) ($0.2845) ($0.4362)
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 2,425 2,425 2,425
MULTINET INTERNATIONAL CORPORATION, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
November 30, 19
Common Stock (Deficit)
Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
May 17, 1996
issued for cash (Note 3)
2,425 $2 $2,423
Net (Loss), 05-17-96
(inception) to 12-31-96 ($85)
Balance, Dec. 31, 1996
2,425 $2 $2,423 ($85)
Net (Loss), 12-31-97
($85)
Balance, Dec. 31, 1997
2,425 $2 $2,423 ($170)
Net (Loss), 12-31-98
($605)
Balance, Dec. 31, 1998
2,425 $2 $2,423 ($775)
Net (Loss), 11-30-99
($283)
Balance November
30, 1999 2,425 $2 $2,423 ($1,058)
Multinet International Corporation, INC.
A Development Stage Company
Statement Of Cash Flows
Jan. 1 May 17,
Jan. 1 to 1996
to December (inception)
Nov. 31, 1997 to Nov. 30,
30, 1999 and 1998 1999
Cash Flows From
From Operating Activities
Net (Loss) ($283) ($690) ($1,058)
Amortization and depreciation
$0 $0 $0
Accounts Payable $0 $0 $0
Cash Flows From
Operating Activities $0 ($690) ($1,058)
Issue common stock $0 $0 $2,425
Treasury stock $0 $0 $0
Net increase
(decrease) in cash ($283) ($690) $1,367
Cash, Beginning
of Period $1,650 $2,340 $0
Cash, End ------- -------- --------
of Period $1,367 $1,650 $1,367
Multinet International Corporation, Inc.
(A Development Stage Company)
Notes To Financial Statements
Note 1 - History And Organization Of The Company
Multinet International Corporation, Inc. was organized May 17, 1996
under the laws of the State of Nevada, under the name Multinet
International Corporation, Inc. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development
stage company.
Note 2 - Summary Of Significant Accounting Policies
Accounting Method
The Company records income and expenses on the accurate method of
accounting.
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, disclosure of contingent assets and liabilities, and
the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
For the statements of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of December 31, 1997 and December
31,1998 and November 30, 1999.
Fixed assets
The Company does not maintain or control any fixed assets.
Income taxes
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial AccountingStandards No. 109
(SFAS #109) "Accounting for Income Taxes." A deferred tax asset on
liability is recorded for all temporary diferences between financial
and tax reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
EXHIBITS
Multinet International Corporation, Inc.
Article I Offices
The principal office of the Corporation shall be established and
maintained at 7551 W. Charleston, # 35 Las Vegas, NV 89117, County of
Clark, State of Nevada. The Corporation may also have offices at such
places within or without the State of Nevada as the board may from time
to time establish.
Article II Shareholders
1. Meetings. The annual meeting of the shareholders of this
Corporation shall be held on the fifteenth day of March, of
Each year or at such other time and place designated by the
Board of Directors of the Corporation. Business transacted
at the annual meeting shall include the election of Directors
of the Corporation and all other matters properly before the
Board. If the designated day shall fall on a Sunday or legal
holiday, the meeting shall be held on the first business day
thereafter.
2. Special Meetings. Special meetings of the Shareholders
shall be held when directed by the President or the Board of
Directors, or when requested in writing by the holders of not
less than ten (10%) of all the shares entitled to vote at the
meeting. A meeting requested by Shareholders shall be called
for a date not less than ten (10) nor more than thirty (30)
days after the request is made unless the Shareholders
requesting the meeting designates a later date. The call for
the meeting shall be issued by the Secretary, unless the
President, Board of Directors, or Shareholders requesting the
meeting shall designate another person to do so.
3. Place. Meetings of Shareholders shall be held at the
principal place of business of the Corporation or at such other
place as may be designated by the Board of Directors.
4. Notice. Written notice to each Shareholder entitled to
vote stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor
more than thirty (30) days before the meeting. If any
Stockholder shall transfer his stock after notice, it shall not
be necessary to notify the transferee. Any Stockholder may
waive notice of any meeting either before, during or after the
meeting.
5. Quorum. The majority of the Shares entitled to vote,
represented in person or by Proxy, shall constitute a Quorum at a
meeting of Shareholders, but in no event shall a Quorum consist
of less than 1/3 of the shares entitled to vote at the meeting.
After a Quorum has been established at a Shareholders'
meeting, the subsequent withdrawal of Shareholders, so as to
reduce the number of shares entitled to vote at the meeting below
the number required for a Quorum, shall not effect the validity
of any action taken at the meeting or any adjournment thereof.
6. Proxy. Every Shareholder entitled to vote at a meeting of
Shareholders, or to express consent or dissent without a meeting,
or his duly authorized attorney-in-fact, may authorize another
person or persons to act for him by Proxy. The Proxy must be
signed by the Shareholder or his attorney-in-fact. No Proxy
shall be valid after the expiration of six (6) months from the
date thereof, unless otherwise provided in the Proxy.
Article III Directors
1. Board OF Directors. The Board of Directors shall consist of
from three to nine members, as decided by a vote of the
Shareholders. The business of the Corporation shall be managed
and its corporate powers exercised by a Board of Directors, each
of who shall be of majority age. It shall not be necessary for
Directors to be Shareholders.
2. Election And Term Of Directors. Directors shall be elected
at the annual meeting of Stockholders and each Director elected
shall hold office until his successor has been elected and
qualified, or until his prior resignation or removal.
3. Vacancies. If the office of any Director, member of a
committee or other officer becomes vacant, the remaining
Directors in office, by a majority vote, may appoint any
qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor shall be duly chosen.
4. Removal Of Directors. Any or all of the Directors may be
removed with or without cause by vote of a majority of all of
the stock outstanding and entitled to vote at a special meeting
of Stockholders called for that purpose.
5. Newly Created Directorships. The number of Directors may
be increased by amendment of these by-laws and by the
affirmative vote of a majority in interest of the Stockholders,
at the annual meeting or at a special meeting called for that
purpose, and by like vote the additional Directors may be chosen
at such meeting to hold office until the next annual election
and until their successors are elected and qualify.
6. Resignation. A Director may resign at any time by giving
written notice to the Board, the President or the Secretary of
the Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board
of such resignation, and the acceptance of the resignation shall
not be necessary to make it effective.
7. Quorum Of Directors. A majority of the Directors shall
constitute a quorum for the transaction of business. If at any
meeting of the Board there shall be less than a quorum present,
those present may adjourn, and no further notice thereof need to
be given other than by announcement at the meeting, which shall
be so adjourned.
8. Place And Time Of Board Meetings. The Board may hold its
meeting at the office of the Corporation or at such other
places, either within or without the State, as it may from time
to time determine.
9. Notice Of Meetings Of The Board. A regular annual meeting
of the Board may be held without notice at such time and place
as it shall from time to time determine.Special meetings of
the Board shall be held upon notice to the Directors either
personally, by mail or by wire. Special meetings shall be
called by the President or by the Secretary on the written
request of two Directors. Notice of a meeting need not be given
to any Director who submits a waiver of notice before or after
the meeting or who attends the meeting without protesting the
lack of notice to him prior thereto or at its commencement.
10. Regular Annual Meeting. A regular annual meeting of the
board shall be held immediately following the annual meeting of
stockholders at the place of such annual meeting of stockholders.
11. Executive And Other Commitees. The Board, by resolution,
may designate two or more of their members to the Executive
Committee. To the extent provided in said resolution or these
by-laws, said committee may exercise the powers of the Board
concerning the management of the business of the Corporation.
12. Compensation. No compensation shall be paid to Directors,
as such, for their services, but by resolution of the Board, a
fixed sum and expenses for actual attendance, at each regular or
special meeting of the Board, may be authorized. Nothing herein
contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving
compensation therefore.
Article IV Officers
1. Officers, Election And Term.
a. The Board may elect or appoint a Chairman, a
President, one or more Vice Presidents, a Secretary and a
Treasurer, and such other officers as it may determine, who
shall have such duties and powers as hereinafter provided.
b. All officers shall be elected or appointed to hold
office until the meeting of the board following the next annual
meeting of stockholders and until their successors has been
elected or appointed and qualified.
C. Any two or more offices may be held by the same
person.
2. Removal, Resignation, Salary, Etc.
a. Any officer elected or appointed by the Board may be
removed by the Board with or without cause.
b. In the event of the death, resignation or removal of
an officer, the Board in its discretion may elect or appoint a
successor to fill the unexpired term.
C. Any officer elected by the Shareholders may be removed
only by a majority vote of the Shareholders unless otherwise
provided by the Shareholders.
d. The salaries of all officers shall be fixed by the
Board.
e. The Directors may require any officer to give security
for the faithful performance of his duties.
3. DUTIES. The officers of this Corporation shall have the
following duties:
a. The President shall be the chief executive officer of
the Corporation, shall have general and active management of the
business and affairs of the Corporation subject to the
directions of the Board of Directors, and shall preside at all
meetings of the Shareholders and Board of Directors.
b. The Secretary shall have custody of, and maintain, all
of the corporate records except the financial records; shall
record the minutes of all meetings of the Shareholders and Board
of Directors, send all notices of all meetings, and perform such
other duties as may be prescribed by the Board of Directors or
the President.
C. The Treasurer shall have custody of all corporate
funds and financial records, shall keep full and accurate
accounts of receipts and disbursements and render accounts
thereof at the annual meetings of Shareholders and whenever else
required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of
Directors or the President.
4. Removal Of Officers. An officer or agent elected or
appointed by the Board of Directors may be removed by the Board
whenever, in its judgment, the best interests of the Corporation
will be served thereby. Any vacancy in any office may be filled
by the Board of Directors.
Article V Stock Certificates
1. Issuance. Every holder of shares of this Corporation shall
be entitled to have a certificate representing all shares of
which he is entitled. No certificate shall be issued for any
share until such share is fully paid.
2. Form. Certificates representing shares in this Corporation
shall be signed by the President or Vice President and the
Secretary or an Assistant Secretary and may be sealed with the
seal of the corporation or a facsimile thereof.
3. Transfer Of Stock. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is
properly endorsed by the holder of record or by his duly
authorized attorney.
5. Lost, Stolen Or Destroyed Certificates. If the Shareholder
shall claim to have lost or destroyed a certificate of shares
issued by the Corporation, a new certificate shall be issued
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed, and, at the discretion of the Board of Directors,
upon the deposit of a bond or other indemnity in such amount
and with such sureties, if any, as the Board may reasonably
require.
Article VI Books And Records
1. Books And Records. This Corporation shall keep correct and
complete books and records of account and minutes of the
proceedings of its Shareholders, Board of Directors and
committees of Directors.
This Corporation shall keep at its registered office or
principal place of business a record of its Shareholders, giving
the names and addresses of all Shareholders and the number of
the shares held by each.
Any books, records and minutes may be in written form
or in any other form capable of being converted into written
form within a reasonable time.
2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust
certificates therefor at least ninety (90) days immediately
preceding his demands or shall be the holder of record of shares
or of voting trust certificates for at least five (5%) percent
of the outstanding shares of the Corporation, upon written
demand stating the purpose thereof, shall have the right to
examine, in person, by agent or attorney, at any reasonable
time, for any proper purpose, the Corporation's relevant books
and records of accounts, minutes, and records of Shareholders,
and to make extracts therefrom.
3. Financial Information. Not later than three (3) months
after the close of each fiscal year, this Corporation shall
prepare a balance sheet showing, in reasonable detail, the
financial condition of the Corporation at the close of its
fiscal year, and a profit and loss statement showing the results
of the operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder
of voting trust certificates for shares of the Corporation, the
Corporation shall mail to each Shareholder or holder of voting
trust certificates a copy of the most recent such balance sheet
and profit and loss statement.
The balance sheet and profit and loss statements shall
be filed in the registered office of the Corporation of this
state, shall be kept for at least five years, and shall be
subject to inspection during business hours by any Shareholder
or holder of voting trust certificates, in person or by agent.
Article VII Dividend
The Board may out of funds legally available therefor, at
any regular or special meeting, declare dividends upon the
capital stock of the Corporation as and when it deems expedient.
Before declaring any dividend there may be set apart out of any
funds of the Corporation available for dividends, such sum or
sums as the Board from time to time in their discretion deem
proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other
purposes as the Board shall deem conducive to the interests of
the Corporation.
Article VIII Corporate Seal
The seal of the Corporation shall be circular in form and
bear the name of the Corporation, the year of its organization
and the words "CORPORATE SEAL, STATE OF NEVADA". The seal may be
used by causing it to be impressed directly on the instrument or
writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on an
corporate obligation for the payment of money may be facsimile,
engraved or printed.
Article IX Execution
All corporate instruments and documents shall be signed or
countersigned, executed, verified, or acknowledged by such
officer, officers, or other person or persons as the Board may
from time to time designate.
Article X Fiscal Year
The fiscal year shall begin the first day of July in each
year.
Article XI Notice And Waiver Of Notice
Whenever any notice is required by these by-laws to be
given, personal notice is not meant unless expressly so stated,
and any notice so required shall be deemed to be sufficient if
given by depositing the same in the post office box in a sealed
post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be
deemed to have been given and received two (2) days subsequent
to mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise
provided by Statute.
Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the
Certificate of Incorporation of the Corporation or these
by-laws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these
by-laws and the Certificate of Incorporation, the Certificate of
Incorporation shall govern.
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the
Stockholders, Directors and committee may be taken without a
meeting if consent in writing, setting forth the action so
taken, shall be signed by all persons who would be entitled to
vote on such action at a meeting and filed with the Secretary of
the Corporation as part of the proceedings of the Stockholders,
Directors or committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders
are named in the Articles of Incorporation and are empowered
therein to manage the affairs of the Corporation in lieu of
Directors, the Stockholders of the Corporation shall be deemed
Directors for the purposes of these by-laws and wherever the
words "directors", "board of directors", or "board" appear in
these by-laws, those words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board
of Directors to manage the business of the Corporation and
exercise its corporate powers.
ARTICLE XIV AMENDMENTS
These by-laws may be altered or repealed and by-laws may be
made at any annual meeting of the Stockholders or at any special
meeting thereof if notice of the proposed alteration or repeal to
be made be contained in the notice of such special meeting, by
the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative
vote of a majority of the Board at any regular meeting of the
Board or at any special meeting of the Board if notice of the
proposed alteration or repeal to be made, be contained in the
notice of such special meeting.
ARTICIE XV REMARKS
Whenever an officer, director, or majority stockholder
fails or refuses to comply with any provision herein or in the
Corporation's Articles of Incorporation, any other officer,
director or shareholder shall have the right to enforce said
provision and provide for said compliance through an action for
injunctive relief or a derivative action, if such are cognizable
at law, and to collect court costs and attorneys fees from such
officer, director or majority stockholder personally. Any such
officer, director or majority stockholder consents, for any such
action, to the personal jurisdiction and venue of a court of
subject matter jurisdiction located in Clark County, State of
Nevada.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Multinet International Corporation, Inc.
By:
Glen Brow, President
37
