CORRESP 1 filename1.htm SECResponseLetter-MSolutions8-24-12

MULTI SOLUTIONS II, INC.
100 SE 2nd Street, Suite 3200
Miami, Florida 33131


August 24, 2012

VIA EDGAR AND OVERNIGHT MAIL

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Attention:  Mara L. Ransom, Assistant Director
 
Re:    Multi Solutions II, Inc.
Amendment No. 1 to Registration Statement on Form 10
File No. 000-12162

Dear Ms. Ransom:

Reference is made to that certain Amendment No. 1 to Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “Commission”), by Multi Solutions II, Inc. (the “Company”), on August 9, 2012 (the “Registration Statement”).

This letter has been prepared in response to comments received from the staff of the Commission (the “Staff”) by letter dated August 21, 2012 with respect to the Registration Statement. The numbering of the paragraphs below corresponds to the numbering in the comment letter, the text of which we have incorporated into this response letter for convenience. Page references in the text of this response letter correspond to the page numbers of the Registration Statement.

Staff Comments and Company Responses

General
  
1.
In your response to our letter dated July 17, 2012, it appears that counsel provided the requested acknowledgements on your behalf. Please note that these acknowledgements must be provided by the registrant, and not by counsel. Please provide these acknowledgements. Please note that you may provide the acknowledgements in a separate letter signed by an authorized company representative.

Response: Please see attached letter from the Company providing the requested acknowledgements.





Securities and Exchange Commission
August 24, 2012
Page #PageNum#



2.
We note your response to comment 2 in our letter dated July 17, 2012, as well as the disclosure that the agreement between you and Multi Soft provides that Multi Soft will not “analyze or consider any possible business combination opportunities until [you] have agreed to consummate a business combination.” However, the agreement filed as Exhibit 10.2 does not appear to so provide, due to the fact that the term “Company” is defined as Multi Solutions. Please advise.

Response: In response to this comment, the Company has corrected the typographical error in Exhibit 10.2 so that the definition of "Company" refers to Multi Soft II, Inc. and has refiled the Exhibit.

Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding the Registration Statement or this response letter to J. Bryant Kirkland III at (305) 579-8000 or Claire P. Menard at (305) 577-4162.
 
Sincerely,
 
 
 
 
 
/s/ J. Bryant Kirkland III
 
 
 
 
 
 
 
 
 
J. Bryant Kirkland III
 
 
 
 
President of Multi Solutions II, Inc.
 
 
 
 
 
 
 
 
 


cc:    Claire P. Menard, Rennert Vogel Mandler & Rodriguez, P.A.
Ilyssa Blum, Marcum LLP