SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MULTINET INTERNATIONAL CORP., INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0441388
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
554 Greentree Cove, Suite 102. Collierville, TN 38017
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(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement by and between Multinet International Corp., Inc. and
Coral Capital Partners, Inc. dated November 9, 2001
and Legal Services Agreement
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(Full Title of the Plan)
David Lott, President
554 Greentree Cove, Suite 102. Collierville, TN 38017
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(901)-854-3574
(Name, address, and telephone number of Agent for Service)
Copies to:
Allan M. Lerner, Esq.
2888 E. Oakland Park Blvd.
Ft. Lauderdale, Fla. 33306
(954) 563-8111
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount Maximum Maximum
Securities to be To Be Offering Price Aggregate Amount of
Registered Registered Per Unit Offering Price Registration Fee
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Common Stock,
$.001 par value 1,005,000 shares(1) $0.55 $304,012.50(2) $27.97(3)
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A Warrants
$.50 strike
.001 par value 500,000 $0.50 $ 250,000
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B Warrants 500,000 $1.50 $ 750,000
$1.50 Strike
.001 par value
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(1) This filing registers one million five thousand (1,005,000) shares of
registrant's common stock, par value $.001 per share (the "Common
Stock"), reserved for issuance to consultants and legal counsel for
services provided to registrant ("Company").
(2) Estimated solely for purposes of calculating the registration fee in
accordance with the Securities Act of 1933, as amended, based on the
closing price for the Common Stock in the over-the-counter market on
May 3, 2002
(3) Calculated in accordance with Section 6(b) of the Securities Act of
1933, as amended (the "Act"), and Securities and Exchange Commission
("SEC") Rule 457(c) promulgated under the Act. Based on the closing
price as reported by the NASDAQ Over-The-Counter Bulletin Board on
May 3, 2002.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information required
by Part I is permitted to be omitted.
Note: The document(s) containing the information concerning the Agreements
between Multinet International Corp., Inc.( "Registrant")and Coral Capital
Partners, Inc, and Allan M. Lerner, required by Item 1 of Form S-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be sent
or given to participants as specified in Rule 428. In accordance with Rule 428
and the
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requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Registrant will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, Registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Company with the SEC are incorporated
by reference in this registration statement:
(a) Company's annual report on Form 10-KSB for year ended December
31, 2001, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the year covered by the
annual report referred to in (a) above.
(c) All documents filed by the Company subsequent to those listed
in Item 3(a)-(b) above pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
The Company issued 500,000 Class A Warrants and 500,000 Class B
Warrants to Coral Capital Partners, Inc., a consultant, to purchase a total of
1,000,000 shares of its common stock at an exercise price of $0.50 and $1.50,
respectively. These warrants are exercisable upon issuance and expire November
12, 2004.
A description of the Company's common stock is available in the
Company's Form 10-K filed with the Commission on April 18, 2002.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Allan M. Lerner, P.A., counsel to the
Company. Mr. Lerner, principal of Allan M. Lerner, P.A., is the beneficial owner
of 5,000 shares of common stock registered herein.
Item 6. Indemnification of Directors and Officers.
Pursuant to Nevada Business Corporation Code, as amended, the Company's
Board Of Directors has the power to indemnify officers and directors, present
and former, for expenses incurred by them in connection with any proceeding they
are involved in by reason of their being
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or having been an officer or director of the Company. The person being
indemnified must have acted in good faith and in a manner he or she reasonably
believed to be not opposed to the best interests of the Company.
Item 7. Exemption from Registration Claimed.
Exemption from Registration Claimed. Pursuant to the Legal Services
Agreement, the Company will issue up to an aggregate of 5,000 shares of its
common stock to Allan M. Lerner for advisory and legal services rendered. These
sales were made in reliance on the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof,
covering transactions not involving any public offering or not involving any
"offer" or "sale".
Pursuant to the Consulting Agreement, the Company has issued to Erik S.
Nelson. warrants exercisable into common shares of the Registrant for consulting
services. Upon exercise, the Registrant will issue up to an aggregate
of 1,000,000 shares of its common stock to Erik S. Nelson. The shares will be
issued in reliance on the exemption from the registration requirements of the
Securities Act of 1933, as amended ("Act") at Section 4 (2) of the Act. The
certificates evidencing the shares to be issued will each bear an appropriate
restrictive legend under the Act.
Item 8. Exhibits.
The exhibits listed in the index to exhibits, which appears on page__
hereof, are filed as part of this registration statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a
post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
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(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
(iv) provided, however, that the undertakings set
forth in paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained
in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment should be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person In
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Act, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Collierville, TN, this 30th day of April, 2002.
Multinet International Corp., Inc
By: /s/ David Lott
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David Lott, President
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints ________________________, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution for him or her in any and all capacities, to sign any and all
amendments or post-effective amend ments to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the SEC, granting unto each such attorney and agent full power
and authority to do any and all acts and things necessary or advisable in
connection with such matters, and hereby ratifying and confirming all that each
such attorney and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
Principal Executive Officer: Date:
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INDEX TO EXHIBITS
Exhibit Number (1) Exhibit Page
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5.1 Opinion of Allan M. Lerner, Esq. __ (regarding legality)
10.1 Agreement between Multinet International Corp., Inc.
and Coral Capital Partners, Inc. dated November 9, 2001.
23.1 Consent of Allan M. Lerner, Esq. __ (included in Exhibit 5.1)
23.2 Consent of Certified Public Accountants
(1) Other exhibits listed in Item 601 of SEC Regulation S-B are not
applicable.
Exhibit 5.1 Opinion of Allan M. Lerner, Esq. (regarding legality).
Exhibit 10.1 Agreement between Multinet International Corp., Inc.
and Coral Capital Partners, Inc. dated November 9, 2001.
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