(State or other jurisdiction of incorporation | Commission File Number | (I.R.S. Employer Identification No.) | ||||||
incorporation or organization) |
Title of each class: | Trading symbol(s): | Name of exchange on which registered: | ||||||
None |
☐ | Large accelerated filer | ☐ | Accelerated filer | Emerging growth company | Smaller reporting company | ||||||||||||||||||
☒ |
Pages | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
Item 1. | Condensed Financial Statements (Unaudited) | |||||||
Condensed Balance Sheets as of October 31, 2020 and January 31, 2020 | ||||||||
Condensed Statements of Operations for the three and nine months ended October 31, 2020 and 2019 | ||||||||
Condensed Statements of Shareholders' Deficiency for the three and nine months ended October 31, 2020 and 2019 | ||||||||
Condensed Statements of Cash Flows for the nine months ended October 31, 2020 and 2019 | ||||||||
Notes to Condensed Financial Statements | ||||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||
Item 4. | Controls and Procedures | |||||||
PART II. OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | |||||||
Item 6. | Exhibits | |||||||
SIGNATURES |
October 31, 2020 | January 31, 2020 | ||||||||||
(Unaudited) | |||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash | $ | $ | |||||||||
Total assets | $ | $ | |||||||||
LIABILITIES AND SHAREHOLDERS' DEFICIENCY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable and accrued expenses | $ | $ | |||||||||
Total current liabilities | |||||||||||
Due to shareholder | |||||||||||
Total liabilities | |||||||||||
Shareholders' deficiency: | |||||||||||
Preferred stock, | |||||||||||
Common stock, | |||||||||||
Additional paid-in capital | |||||||||||
Accumulated deficit | ( | ( | |||||||||
Total shareholders' deficiency | ( | ( | |||||||||
Total liabilities and shareholders' deficiency | $ | $ |
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
October 31, 2020 | October 31, 2019 | October 31, 2020 | October 31, 2019 | ||||||||||||||||||||
REVENUE | $ | $ | $ | $ | |||||||||||||||||||
OPERATING EXPENSES: | |||||||||||||||||||||||
General and administrative expenses | |||||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||
LOSS FROM OPERATIONS | ( | ( | ( | ( | |||||||||||||||||||
OTHER EXPENSE | |||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Total other expense | ( | ( | ( | ( | |||||||||||||||||||
LOSS BEFORE TAXES | ( | ( | ( | ( | |||||||||||||||||||
Income tax provision | |||||||||||||||||||||||
NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
BASIC AND DILUTED LOSS PER SHARE | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||
Number | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
Balances - August 1, 2020 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
Balances - October 31, 2020 | $ | $ | $ | ( | $ | ( |
Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||
Number | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
Balances - August 1, 2019 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
Balances - October 31, 2019 | $ | $ | $ | ( | $ | ( |
Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||
Number | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
Balances - February 1, 2020 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
Balances - October 31, 2020 | $ | $ | $ | ( | $ | ( |
Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||
Number | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
Balances - February 1, 2019 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
Balances - October 31, 2019 | $ | $ | $ | ( | $ | ( |
Nine Months Ended | |||||||||||
October 31, 2020 | October 31, 2019 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Increase in accrued interest on due to shareholder | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
Decrease in accounts payable and accrued expenses | ( | ( | |||||||||
Net cash used in operating activities | ( | ( | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from debt issuance | |||||||||||
Net cash provided by financing activities | |||||||||||
NET (DECREASE) INCREASE IN CASH | ( | ||||||||||
CASH AT BEGINNING OF PERIOD | |||||||||||
CASH AT END OF PERIOD | $ | $ | |||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
Interest paid | $ | $ | |||||||||
Income taxes paid | $ | $ | |||||||||
No. | Description | ||||||||||
Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||
Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||
101.INS | *** | XBRL Instance Document | |||||||||
101.SCH | *** | XBRL Taxonomy Extension Schema | |||||||||
101.CAL | *** | XBRL Taxonomy Extension Calculation Linkbase | |||||||||
101.DEF | *** | XBRL Taxonomy Extension Definition Linkbase | |||||||||
101.LAB | *** | XBRL Taxonomy Extension Label Linkbase | |||||||||
101.PRE | *** | XBRL Taxonomy Extension Presentation Linkbase | |||||||||
*** | Pursuant to Rule 406T of SEC Regulations S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability under these sections. |
Dated: | November 25, 2020 | MULTI SOLUTIONS II, INC. | |||||||||||||||
By: | /s/ J. Bryant Kirkland III | ||||||||||||||||
Name: | J. Bryant Kirkland III | ||||||||||||||||
Title: | President and Chief Executive Officer | ||||||||||||||||
By: | /s/ Deborah A. Fasanelli | ||||||||||||||||
Name: | Deborah A. Fasanelli | ||||||||||||||||
Title: | Chief Financial Officer, Secretary and Treasurer |
Date: November 25, 2020 | /s/ J. Bryant Kirkland III | ||||
J. Bryant Kirkland III | |||||
President and Chief Executive Officer |
Date: November 25, 2020 | /s/ Deborah A. Fasanelli | ||||
Deborah A. Fasanelli | |||||
Chief Financial Officer, Secretary and Treasurer |
Date: November 25, 2020 | /s/ J. Bryant Kirkland III | ||||
J. Bryant Kirkland III | |||||
President and Chief Executive Officer |
Date: November 25, 2020 | /s/ Deborah A. Fasanelli | ||||
Deborah A. Fasanelli | |||||
Chief Financial Officer, Secretary and Treasurer |
Condensed Balance Sheets - USD ($) |
Oct. 31, 2020 |
Jan. 31, 2020 |
---|---|---|
Current assets: | ||
Cash | $ 4,653 | $ 29,772 |
Total assets | 4,653 | 29,772 |
Current liabilities: | ||
Accounts payable and accrued expenses | 50,741 | 53,140 |
Total current liabilities | 50,741 | 53,140 |
Due to shareholder | 758,497 | 720,052 |
Total liabilities | 809,238 | 773,192 |
Shareholders' deficiency: | ||
Preferred stock, 50,000,000 shares authorized, $0.001 par value; no shares issued or outstanding | 0 | 0 |
Common stock, 200,000,000 shares authorized; $0.001 par value; 1,899,575 shares issued and outstanding | 1,900 | 1,900 |
Additional paid-in capital | 8,418,684 | 8,418,684 |
Accumulated deficit | (9,225,169) | (9,164,004) |
Total shareholders' deficiency | (804,585) | (743,420) |
Total liabilities and shareholders' deficiency | $ 4,653 | $ 29,772 |
Condensed Balance Sheets (Parenthetical) - $ / shares |
Oct. 31, 2020 |
Jan. 31, 2020 |
---|---|---|
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 1,899,575 | 1,899,575 |
Common stock, shares outstanding (in shares) | 1,899,575 | 1,899,575 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2020 |
Oct. 31, 2019 |
Oct. 31, 2020 |
Oct. 31, 2019 |
|
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES: | ||||
General and administrative expenses | 7,029 | 7,643 | 22,720 | 22,257 |
Total operating expenses | 7,029 | 7,643 | 22,720 | 22,257 |
LOSS FROM OPERATIONS | (7,029) | (7,643) | (22,720) | (22,257) |
OTHER EXPENSE | ||||
Interest expense | (12,909) | (12,909) | (38,445) | (36,961) |
Total other expense | (12,909) | (12,909) | (38,445) | (36,961) |
LOSS BEFORE TAXES | (19,938) | (20,552) | (61,165) | (59,218) |
Income tax provision | 0 | 0 | 0 | 0 |
NET LOSS | $ (19,938) | $ (20,552) | $ (61,165) | $ (59,218) |
BASIC AND DILUTED LOSS PER SHARE (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 1,899,575 | 1,899,575 | 1,899,575 | 1,899,575 |
Condensed Statement of Shareholders' Deficiency - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2020 |
Oct. 31, 2019 |
Oct. 31, 2020 |
Oct. 31, 2019 |
|
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Beginning Balance | $ (784,647) | $ (694,402) | $ (743,420) | $ (655,736) |
Net loss | (19,938) | (20,552) | (61,165) | (59,218) |
Ending Balance | $ (804,585) | $ (714,954) | $ (804,585) | $ (714,954) |
Common Stock | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Beginning Balance (in shares) | 1,899,575 | 1,899,575 | 1,899,575 | 1,899,575 |
Beginning Balance | $ 1,900 | $ 1,900 | $ 1,900 | $ 1,900 |
Ending Balance (in shares) | 1,899,575 | 1,899,575 | 1,899,575 | 1,899,575 |
Ending Balance | $ 1,900 | $ 1,900 | $ 1,900 | $ 1,900 |
Additional Paid-in Capital | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Beginning Balance | 8,418,684 | 8,418,684 | 8,418,684 | 8,418,684 |
Ending Balance | 8,418,684 | 8,418,684 | 8,418,684 | 8,418,684 |
Accumulated Deficit | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Beginning Balance | (9,205,231) | (9,114,986) | (9,164,004) | (9,076,320) |
Net loss | (19,938) | (20,552) | (61,165) | (59,218) |
Ending Balance | $ (9,225,169) | $ (9,135,538) | $ (9,225,169) | $ (9,135,538) |
Condensed Statements of Cash Flows - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2020 |
Oct. 31, 2019 |
Oct. 31, 2020 |
Oct. 31, 2019 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (19,938) | $ (20,552) | $ (61,165) | $ (59,218) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Increase in accrued interest on due to shareholder | 38,445 | 36,961 | ||
Changes in operating assets and liabilities: | ||||
Decrease in accounts payable and accrued expenses | (2,399) | (5,138) | ||
Net cash used in operating activities | (25,119) | (27,395) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from debt issuance | 0 | 40,000 | ||
Net cash provided by financing activities | 0 | 40,000 | ||
NET (DECREASE) INCREASE IN CASH | (25,119) | 12,605 | ||
CASH AT BEGINNING OF PERIOD | 29,772 | 23,388 | ||
CASH AT END OF PERIOD | $ 4,653 | $ 35,993 | 4,653 | 35,993 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest paid | 0 | 0 | ||
Income taxes paid | $ 0 | $ 0 |
Summary of Significant Accounting Policies and Organization |
9 Months Ended |
---|---|
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Organization | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (A) Organization, Basis of Presentation and liquidity Multi Solutions II, Inc.'s (the "Company") business purpose is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company's business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business, rather than immediate, short-term earnings. The Company's search for a business opportunity will not be limited to any particular geographical area or industry, including both domestic and international companies. The Company does not have any revenues from operations and, absent a merger or other combination with an operating company, or a public or private sale of the Company's equity or debt securities, the occurrence of either of which cannot be assured, the Company will be dependent upon future loans or equity investments from the Company's present shareholders or management, for which there is no existing commitment. Although the Company has no present commitment from any such parties to provide funding aside from a credit facility agreement (the "Credit Facility") with its majority shareholder, if the Company reaches the point where the Company needs funds to remain in operation, the Company will attempt to raise funds from the Company's present shareholders or management in the form of equity or debt. If, in such situation, the Company is unable to raise funds from those parties, it is likely that the Company's business would cease operations. As of October 31, 2020, our cash balance and available borrowing capacity provides us with sufficient capital for the next twelve months from the issuance of this report. The unaudited interim condensed financial statements of the Company as of October 31, 2020 and for the three and nine months ended October 31, 2020 and 2019 included herein have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions for Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed financial statements. In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at October 31, 2020 and the results of its operations and its cash flows for the three and nine months ended October 31, 2020 and 2019. The results of operations and cash flows for such periods are not necessarily indicative of results expected for the full year or for any future period. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 31, 2020 filed with the Securities and Exchange Commission. (B) Financial Instruments The carrying amounts of cash and accounts payable approximate their fair values due to their short term nature and that they are receivable or payable upon demand. (C) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported period. Actual results could differ from those estimates. (D) Cash Equivalents The Company considers all highly liquid investments with an original maturity, when purchased, of three months or less to be cash equivalents. (E) Loss Per Share Basic loss per share is calculated based on loss available to common shareholders and the weighted-average number of shares outstanding during the reporting period. Diluted loss per share is calculated based on losses attributable to common shareholders and the weighted-average number of common and potential common shares outstanding during the reporting period. (F) Recently Issued Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.
|
Due to Shareholder |
9 Months Ended |
---|---|
Oct. 31, 2020 | |
Related Party Transactions [Abstract] | |
Due to Shareholder | DUE TO SHAREHOLDERThe Company has a Credit Facility with its majority shareholder, whereby, the Credit Facility provides the principal amount up to $500,000 of financing to the Company for working capital purposes. Amounts outstanding under the credit facility accrue interest at an annual rate of 11% and mature in December 2021. Principal and interest outstanding under the credit facility totaled $758,497 and $720,052, including accrued interest of $299,300 and $260,856, as of October 31, 2020 and January 31, 2020, respectively. |
Summary of Significant Accounting Policies and Organization (Policies) |
9 Months Ended |
---|---|
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Liquidity | Organization, Basis of Presentation and liquidity Multi Solutions II, Inc.'s (the "Company") business purpose is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company's business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business, rather than immediate, short-term earnings. The Company's search for a business opportunity will not be limited to any particular geographical area or industry, including both domestic and international companies. The Company does not have any revenues from operations and, absent a merger or other combination with an operating company, or a public or private sale of the Company's equity or debt securities, the occurrence of either of which cannot be assured, the Company will be dependent upon future loans or equity investments from the Company's present shareholders or management, for which there is no existing commitment. Although the Company has no present commitment from any such parties to provide funding aside from a credit facility agreement (the "Credit Facility") with its majority shareholder, if the Company reaches the point where the Company needs funds to remain in operation, the Company will attempt to raise funds from the Company's present shareholders or management in the form of equity or debt. If, in such situation, the Company is unable to raise funds from those parties, it is likely that the Company's business would cease operations. As of October 31, 2020, our cash balance and available borrowing capacity provides us with sufficient capital for the next twelve months from the issuance of this report. The unaudited interim condensed financial statements of the Company as of October 31, 2020 and for the three and nine months ended October 31, 2020 and 2019 included herein have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions for Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed financial statements. In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at October 31, 2020 and the results of its operations and its cash flows for the three and nine months ended October 31, 2020 and 2019. The results of operations and cash flows for such periods are not necessarily indicative of results expected for the full year or for any future period. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 31, 2020 filed with the Securities and Exchange Commission.
|
Financial Instruments | Financial InstrumentsThe carrying amounts of cash and accounts payable approximate their fair values due to their short term nature and that they are receivable or payable upon demand. |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported period. Actual results could differ from those estimates.
|
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity, when purchased, of three months or less to be cash equivalents. |
Loss Per Share | Loss Per Share Basic loss per share is calculated based on loss available to common shareholders and the weighted-average number of shares outstanding during the reporting period. Diluted loss per share is calculated based on losses attributable to common shareholders and the weighted-average number of common and potential common shares outstanding during the reporting period. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.
|
Due to Shareholder (Details) - Majority Shareholder - USD ($) |
9 Months Ended | |
---|---|---|
Oct. 31, 2020 |
Jan. 31, 2020 |
|
Related Party Transaction [Line Items] | ||
Annual rate of interest | 11.00% | |
Amount outstanding under the credit facility | $ 758,497 | $ 720,052 |
Accrued interest under the credit facility | 299,300 | $ 260,856 |
Increase in Credit Facility | ||
Related Party Transaction [Line Items] | ||
Line of credit facility provided by shareholder | $ 500,000 |
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