-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Skl+9jgd/anVbQyexQafZ+3oEdz0uecCDLu82AA1zv62Q+W72Datlq2b0Wru/iMo x6YEhEpESU1Tk00gur1KeQ== 0001144204-06-044475.txt : 20061031 0001144204-06-044475.hdr.sgml : 20061031 20061031144820 ACCESSION NUMBER: 0001144204-06-044475 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020731 FILED AS OF DATE: 20061031 DATE AS OF CHANGE: 20061031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTI SOLUTIONS INC CENTRAL INDEX KEY: 0000723733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222418056 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12162 FILM NUMBER: 061175160 BUSINESS ADDRESS: STREET 1: C/O ROBERT L. FROME STREET 2: 65 EAST 55TH ST. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124512300 MAIL ADDRESS: STREET 1: C/O ROBERT L. FROME STREET 2: 65 EAST 55TH ST. CITY: NEW YORK STATE: NY ZIP: 10022 10QSB/A 1 v056007_10qsba.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB-A |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2002 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 0-12162 MULTI SOLUTIONS, INC. (Exact name of small business issuer as specified in its charter) NEW JERSEY 22-2418056 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 65 East 55th Street, 2nd Floor, New York, NY 10022 (Address of principal executive offices) Issuer's telephone number, including area code: (212) 451-2254 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |_| No |X| Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Class Outstanding at July 31, 2002 ----- ---------------------------- Common Stock, par value $.001 per share 21,096,969 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_| Transitional Small Business Format (check one); Yes |_| No |X| MULTI SOLUTIONS, INC. FORM 10-QSB-A SIX MONTHS ENDED JULY 31, 2002 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1 Financial Statements (Unaudited): Balance Sheets.................................................. 1-2 Statements of Operations........................................ 3 Statements of Cash Flows........................................ 4 Notes to Financial Statements................................... 5-15 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 16-17 Item 3. Controls and Procedures......................................... 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings............................................... 19 Item 2. Change in Securities............................................ 19 Signatures.............................................................. 20 Certifications.......................................................... 21 Exhibit 99.1............................................................ 22 The following unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the company's latest shareholders' annual report (Form 10-KSB). MULTI SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 31, 2002 and January 31, 2002 As adjusted July 31, January 31, 2002 2002 ----------- ----------- ASSETS CURRENT ASSETS Cash $ -- $ 3,511 Accounts Receivable 37,423 22,991 Prepaid expenses and other current assets 19,226 27,696 ----------- ----------- 56,649 54,198 ----------- ----------- FURNITURE AND EQUIPMENT Research and Development Equipment 27,199 24,982 Office furniture and other equipment 19,429 89,225 ----------- ----------- 46,628 114,207 Less: Accumulated Depreciation (6,790) (64,102) ----------- ----------- 39,838 50,105 ----------- ----------- OTHER ASSETS Capitalized software development costs 1,702,582 2,250,915 Less accumulated amortization (1,124,284) (1,047,052) Less valuation allowance (270,000) (210,000) ----------- ----------- 308,298 993,863 ----------- ----------- $ 404,785 $ 1,098,166 =========== =========== Note: The balance sheet at January 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS -1- MULTI SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 31, 2002 and January 31, 2002
As adjusted July 31, January 31, 2002 2002 ------------ ------------ LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Overdraft $ 23,848 Litigation judgment payable - NetCast subsidiary 113,000 113,000 Accrued payroll -- 81,817 Payroll and other taxes payable 25,912 28,589 Accounts Payable, Accrued expenses and other Current Liabilities 181,479 226,788 Accrued officer compensation 178,668 178,668 Due to officer 36,946 52,847 Deferred Revenues 54,869 72,552 ------------ ------------ 614,722 754,261 ------------ ------------ Deferred compensation due officer /shareholders 586,605 586,605 Minority interest in subsidiaries 811,992 633,992 STOCKHOLDERS' DEFICIENCY Common stock, authorized 40,000,000 shares $.001 par value, issued and outstanding 21,096,969 and 21,096,969 respectively 21,098 21,098 Additional paid-in capital 9,219,532 9,219,532 Accumulated deficit (10,849,165) (10,117,322) ------------ ------------ (1,608,535) (876,692) ------------ ------------ $ 404,785 $ 1,098,166 ============ ============
Note: The balance sheet at January 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS -2- MULTI SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001
Six Months Ended Three Months Ended July 31, July 31, ------------------------- ------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ----------- REVENUES License fees $ 8,020 $ 9,698 $ 3,469 $ 9,698 Maintenance fees 74,556 73,701 38,461 45,981 Consulting and Other fees 10,200 22,781 6,600 13,779 ----------- ----------- ----------- ----------- Total revenues 92,776 106,180 48,530 69,458 EXPENSES Software development and technical support 71,793 72,255 33,347 Provision to write-down previously capitalized software costs 620,633 -- 25,163 Selling and administrative 194,349 281,730 89,109 122,061 ----------- ----------- ----------- ----------- Total expenses 886,776 353,985 122,456 147,224 ----------- ----------- ----------- ----------- (Loss) from operations (794,000) (247,805) (73,926) (77,766) OTHER INCOME (EXPENSE) Settlements of previously recorded accounts payable 41,857 -- -- -- Discharge by officer of loans payable to him 20,300 -- -- -- Interest/capital gain income (loss) -- (36,637) -- (20,225) Minority share of consolidated subsidiary's loss -- 66,852 -- 35,736 ----------- ----------- ----------- ----------- Total other income 62,157 30,215 -- 15,511 ----------- ----------- ----------- ----------- Net (loss) $ (731,843) $ (217,590) $ (73,926) $ (62,255) =========== =========== =========== =========== Weighted average shares outstanding 21,096,969 21,096,969 21,096,969 21,096,969 =========== =========== =========== =========== Income (Loss)per share $ (0.03) $ (0.01) $ (0.00) $ (0.00) =========== =========== =========== ===========
Some per share amounts may be less than $.01 and will appear as $0 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS -3- MULTI SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended July 31, --------------------- 2002 2001 --------- --------- Cash flows from operating activities Net (loss) $(731,843) $(217,590) Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 1,989 87,969 Changes in assets and liabilities Accounts receivable (14,432) 70,211 Prepaid expenses and other current assets 8,470 5,354 Accrued payroll (81,817) 16,687 Payroll and other taxes payable (2,677) 4,227 Accounts payable and accrued expenses (45,308) 117,381 Due to officer (15,901) -- Deferred revenues (17,683) (9,973) --------- --------- Net cash provided (used) by operating activities (899,202) 74,266 --------- --------- Cash flows from investing activities Disposal and abandonment of property and fixtures 8,278 -- Capital expenditures -- (4,635) Change in capitalized software development costs 685,565 (192,666) Sales of marketable securities -- 168,000 --------- --------- Net cash used in investing activities 693,843 (29,301) --------- --------- Cash flows from financing activities Increase in overdraft 23,848 -- Minority interest and loss in excess of investments 178,000 (66,852) --------- --------- Net cash provided (used) by financing activities 201,848 (66,852) --------- --------- NET INCREASE (DECREASE) IN CASH (3,511) (21,887) Cash at beginning of year 3,511 22,846 --------- --------- Cash at end of period $ 0 $ 959 ========= ========= -4- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 NOTE A - ADJUSTMENTS In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) consolidated results of operations for the six month periods ended July 31, 2002 and 2001 (b) the consolidated financial position at July 31, 2002 and (c) the consolidated statements of cash flows for the six month period ended July 31, 2002 and 2001 have been made. The results of operations for the six months ended July 31, 2002 are not necessarily indicative of the results to be expected for the full year. We operated primarily through our subsidiaries: Our Approximate Name of Subsidiary Percentage Ownership - ------------------ -------------------- Multi Soft, Inc. 51.3% FreeTrek, Inc. 45.8% NetCast, Inc. 75%. Our financial statements are consolidated with our subsidiaries. In January 2000, the operations of NetCast were discontinued. In January 2003, the operations of FreeTrek were discontinued. In March 2005, the operations of Multi Soft were discontinued and the Company ceased all operations except for obtaining additional financing and continuing efforts to find an acquirer. NOTE B - UNAUDITED INTERIM FINANCIAL INFORMATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for financial statements. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended January 31, 2002 included in the Company's Form 10-KSB filed with the Securities and Exchange Commission on May 23, 2002. The Company's consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company ceased operations in March 2005, disposed of or abandoned assets but continues to owe significant liabilities. There were significant losses from operations which occurred in this period and continued until operations ceased. The Company incurred losses of $731,843 for the six months ended July 31, 2002 and no longer has cash reserves. Stockholders' deficiency as of July 31, 2006 was approximately $1,970,000 as compared to approximately $877,000 as of January 31, 2002, which is mostly the result of losses from the period of February 1, 2002 through July 31, 2006 of approximately $1,100,000. -5- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 Current liabilities still exceed cash and receivables by approximately $252,000 as of July 31, 2006 indicating that the Company will not be able to meet its financial obligations for the foreseeable future. These factors indicate that the Company will not continue as a going concern unless it is acquired in a reverse merger transaction. As further discussed in Note F, current management is seeking acquisition of the Company through a reverse merger transaction The Company believes that these measures may provide sufficient liquidity for it to continue as a going concern. NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, Multi Soft, FreeTrek and NetCast. All significant intercompany balances and transactions have been eliminated in consolidation. 2. Furniture and Equipment Furniture and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. 3. Capitalization of Computer Software Development Costs Capitalized software development costs relating to products for which technological feasibility has been established qualify for capitalization under Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed." Research and development costs associated with the creation of computer software prior to reaching technological feasibility are expensed as incurred, except for related computer equipment expenditures such as personal computers and other hardware components, which are capitalized and depreciated over their useful lives if the equipment is deemed to have alternative future use. Capitalized software development costs are amortized to operations when the product is available for general release to customers. Amortization is calculated using (a) the ratio of current gross revenues for the product to the total of current and anticipated gross revenues for that product or (b) the straight-line method over the remaining useful life of the product, whichever is greater. -6- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 Multi Soft is amortizing, over a sixty-month period, the capitalized software costs for its Windows-based products. Multi Soft's Windows products are compatible with Windows 98, 2000 and NT. The Company's software engineers are continually modifying and enhancing the existing software products and developing new versions. Unamortized costs relating to Windows products at July 31, 2002 were $308,298 (net of valuation allowance of $270,000). During the quarter ended April 31, 2002, the capitalized development costs were written down to the net value expected to be realized through all future periods. The capitalized development costs for FreeTrek were written off during the quarter ended April 30, 2002 as we later determined that the costs would never be realized. 4. Revenue Recognition In accordance with Statement of Position 97-2, "Software Revenue Recognition" (SOP 97-2), the Company's policy is to recognize license and maintenance fees when earned and consulting fee income when services are rendered. License fees are recognized upon shipment of the software while maintenance fees are recorded over the period covered by the related contract. Consulting is performed on a time and material basis. 5. Deferred Compensation Deferred compensation arising from the issuance of stock grants is amortized over the term of the related grant or employment agreements (one to five years). The amount of compensation attributable to stock grants is determined by the market price of the Company's stock on the date of the grant. 6. Income (Loss) Per Share The Company complies with the requirements of the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock or potential common stock. Net loss per common share - basic and diluted is determined by dividing the net loss by the weighted average number of common stock outstanding. Net loss per common share - diluted does not include potential common shares derived from stock options and warrants (see Note C) because they are antidilutive. -7- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 7. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 8. Income Taxes The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," which significantly changes the accounting for deferred income taxes. The standard provides for a liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to the periods in which the taxes become payable. 9. Valuation of long-lived assets The Company reviews long-lived assets held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has recorded provision for the impairment of long-lived assets at July 31, 2002 as follows: capitalized software development costs - $270,000 and; amounts due from affiliates - $200,000. 10. Risks, uncertainties and certain concentrations of credit risk and economic dependency The Company's future results of operations involve a number of significant risks and uncertainties. Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, dependence on key personnel, dependence on a limited number of customers, ability to design new products and product obsolescence, ability to generate consistent sales, ability to finance research and development, government regulation, technological innovations and acceptance, competition, reliance on certain vendors, credit and other risks. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains cash and cash equivalents in bank deposit and money market accounts in one bank, which, at times, may exceed federally insured limits or not be insured. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. -8- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 11. Impact of Recent Accounting Pronouncements In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement No. 154, "Accounting Changes and Corrections - A Replacement of APB No. 29 and FASB No. 3." The statement changes the requirements for the accounting for and reporting of a change in accounting principles. This Statement applies to all voluntary changes in accounting principles. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions those provisions should be followed. Opinion 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. This Statement requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. The Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. In December 2004, the FASB issued a revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation". This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees", and its related implementation guidance. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of the entity's equity investments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting transactions in which an entity obtains employee services in share-based payment transactions. This statement requires all share based payments to employees including grants of employee stock options, to be recognized in the financial statements. The proforma disclosures previously permitted will no longer be an alternative to financial statement recognition. For public entities that file as small business issuers, this statement is effective as of the beginning of the first interim period or annual reporting period that begins after December 31, 2005. We will adopt this new standard effective for the first quarter of 2006. Future compensation expense may be impacted by various factors including the number of options granted and their related fair value at the date of grant. -9- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 In December, 2004, the FASB issued Statement No. 153 "Exchange of Nonmonetary Assets - an amendment to APB Opinion No. 29". The guidance in APB No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This statement amends Opinion 29 to eliminate the exception for the nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of this statement are effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. Management does not believe the adoption of this statement will have any material effect on the Company. In November, 2004, the FASB issued Statement No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing", to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges." This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any material effect on the Company. NOTE D - LITIGATION From time to time, the Company is party to what it believes are routine litigation and proceedings that may be considered as part of the ordinary course of its business. Except for the proceedings noted below, the Company is not aware of any pending litigation or proceedings that could have a material effect on the Company's results of operations or financial condition. As of October 17, 2006, there is one outstanding judgment against the Company: o New York State Department of Taxation and Finance for $1,275 filed on May 24, 2004. -10- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 As of October 17, 2006, there are four outstanding judgments against Multi Soft, Inc.: o New York State Department of Taxation and Finance for $13,889 filed on March 26, 2002. o New York State Department of Taxation and Finance for $6,691 filed on April 22, 1994. o State of New Jersey for $5,183.78 filed August 24, 1994. o A commercial service provider for $15,972 filed on March 14, 2003. All of the above mentioned judgments are reflected in the balance sheets under various captions in current liabilities. In May 1997, a lawsuit was commenced against NetCast by former consultants for approximately $113,000. The Company vigorously defended the lawsuit. During the fiscal year ended January 31, 2000 this lawsuit was found in favor of the plaintiff. Although NetCast is liable for the damages from this lawsuit, it has no assets and has discontinued operations. Consequently, no future income will be earned and NetCast will never have any assets. The Company is not liable for the debts of NetCast. The liability for this award has been included in the consolidated financial statements under the caption "Litigation judgment payable - - NetCast subsidiary". NOTE E - STOCKHOLDERS' DEFICIENCY Stock and Option Compensation Plan In June 1993, the Company adopted an Employee, Consultant and Advisory Stock and Option Compensation Plan (the "Plan"). Pursuant to the terms of the Plan, an aggregate of up to 2,500,000 shares of common stock, $0.001 par value per share (the common stock), and/or options to purchase common stock may be granted to persons who are, at the time of issuance or grant, employees or officers of, or consultants or advisors to, the Company. To date, an aggregate of 1,477,380 shares has been issued pursuant to the Plan. Prior Period Adjustment Effective for the quarter ended April 30, 2002, the Company determined that the liability of $113,000 for the NetCast litigation judgment awarded during the fiscal year ended January 31, 2000, should have been recorded and reflected on the consolidated balance sheets. Accordingly, the opening accumulated deficit was adjusted by the previously omitted liability of $113,000. -11- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 NOTE F - COMMITMENTS AND OTHER COMMENTS Operating Leases: In February 2002, Multi Soft entered into an office lease for a two-year term through February 14, 2004. The lease requires monthly payments of $2,000 through January 2003 and $2,125 from February 2003 through January 2004. The Company has deposited $6,000 as security with the landlord. Employment Agreements: Multi Soft has employment agreements with two officers which provide aggregate minimum annual compensation of $200,000 through July 1999, and which are automatically renewed annually. These officers, Charles Lombardo and Miriam Jarney, have each relinquished unpaid salaries. In addition, the employment agreements entitle the two employees to 2% and 1.5% respectively, of each fiscal year's after tax profits of Multi Soft. Mr. Lombardo and Ms. Jarney have agreed to forego this additional compensation since fiscal 1997. NetCast Subsidiary: NetCast, Inc. is a subsidiary company and was incorporated in April of 1996. It is in the business of developing new Internet technologies to create a series of products and businesses that will extend the power of advertising on the Internet. The Company currently owns 75% of NetCast. The Board of Directors consists of two officers, Charles Lombardo and Miriam Jarney. NetCast developed certain software products and attempted to raise private funding for its operations. In January 2000 the Board of Directors decided to discontinue any further operations of NetCast, Inc. with the result that a loss from discontinued operations in the amount of $87,462 was reflected in the statement of operations for the fiscal year ended January 31, 2000. NOTE G - SUPPLEMENTAL INFORMATION Supplemental disclosures of cash flow information for periods ended July 31, 2002 and 2001 are as follows: 2002 2001 ---- ---- Cash paid during the year for interest $NIL $NIL Cash paid during the year for income taxes $NIL $NIL -12- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 NOTE H - INCOME TAXES The Company and its subsidiaries are delinquent in filing Federal and state income tax returns. The last tax returns filed were for the year ended January 31, 2002. As a result of losses incurred in recent years, the Company and its subsidiaries separately have net operating loss carry-forwards available to offset future federal taxable income of approximately $8.1 million as of January 31, 2002 (estimated at approximately $9 million at January 31, 2006, after the filing of tax returns which has not as yet been done). These losses expire at various dates through 2022. Because of the uncertainty in the Company's ability to utilize the net operating loss carryforwards, a full valuation allowance of approximately $2,754,000 has been provided on the deferred tax asset. Internal Revenue Code Section 382 places a limitation on the utilization of Federal net operating loss and other credit carryforwards when an ownership change, as defined by the tax law, occurs. Generally, this occurs when a greater than 50 percentage point change in ownership occurs. Accordingly, the actual utilization of the net operating loss carryforwards and other deferred tax assets for tax purposes may be limited annually under Code Section 382 to a percentage (about 5%) of the fair market value of the Company at the time of any such ownership change. Once the ownership changes referred to in Subsequent Events herein are effectuated, the Company may no longer be able to utilize the The Company adopted, effective February 1, 1993, SFAS No. 109, "Accounting for Income Taxes." Under the liability method specified by SFAS No. 109, "Accounting for Income Taxes" deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. The principal types of differences between assets and liabilities for financial statement and tax return purposes are capitalized software development costs, deferred compensation, deferred revenues and allowance for uncollectible accounts. Due to the aforementioned net operating loss carryovers, there is no deferred or current tax expense, nor any tax assets or tax liabilities. NOTE I - RELATED PARTY TRANSACTIONS Multi Soft, from time to time, paid incidental expenses of Multi Solutions and allocates its share of certain overhead items. These items are charged to an intercompany receivable. Multi Soft has not been receiving payments of these balances. The balance due from Multi Solutions was $366,831 as of July 31, 2002. -13- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 Multi Soft provided certain services and office space to NetCast, Inc., a subsidiary of Multi Solutions. NetCast discontinued its operations so no reimbursement of these amounts is expected. Multi Soft provided office space, consulting and administrative services to FreeTrek. Inc. Multi Soft billed FreeTrek for these services and expense allocations, but was never collected and was written off. All of these transactions were eliminated in consolidation. NOTE J - SUBSEQUENT EVENTS SECURITY PURCHASE AGREEMENT On April 25, 2005, the Company entered into a Security Purchase Agreement among Robert L. Frome, Bridge Ventures, Inc. (the "Purchasers"), Multi Soft, and two principal shareholders of the Company and Multi Soft, Charles J. Lombardo, former chairman, president, and CEO of the Company ("Lombardo"), and Miriam G. Jarney, executive vice president and director of the Company ("Jarney") (the "Agreement"). Pursuant to the Agreement, Multi Solutions issued $70,000 principal amount of its 6% Convertible Debentures due May 1, 2006 ("Multi Debentures") to the Purchasers, and Multi Soft issued $24,000 principal amount of its 6% Convertible Debentures due May 1, 2006 ("Multi Soft Debentures") to the Purchasers. The Agreement provided for, among things, (a) repayment of certain liabilities totaling $94,000 of both the Company and Multi Soft, (b) the resignation of Lombardo and Jarney as principal executive officers and directors, and (c) certain preemption rights between the Purchasers and shareholders of the Company and Multi Soft. The Multi Debentures are convertible into 49,226,262 shares of the Company's common stock, $.001 par value. The Multi Soft Debentures are convertible into 31,988,980 shares of Multi Soft common stock, $.001 par value. As of the date of this Report, the Company has 40,000,000 shares of authorized common stock, with 21,096,969 shares outstanding. Multi Soft has 30,000,000 shares of authorized common stock, with 13,709,477 shares outstanding. Pursuant to the Agreement, the Company and Multi Soft appointed Jerome Goubeaux as President and director, and Ken Roberts as Secretary and director: the sole officers and directors for each company. On May 27, 2005, the Company and Multi Soft entered into a Debenture Purchase Agreement with Michael Potter ("Potter") - whereby the Company issued to Potter $35,000 principal amount of its Multi Debentures, and Multi Soft issued $12,000 principal amount of its Multi Soft Debentures. -14- Multi Solutions, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2002 and 2001 Although insufficient amounts of common stock are authorized to allow full conversion of the Multi and Multi Soft Debentures, the Agreement provided for voting proxies from Lombardo and Jarney to the Purchasers to facilitate amending the companies' articles of incorporation. Subsequent to amending the Company's and Multi Soft's articles of incorporation to increase the authorized shares, and assuming the full conversion of Multi and Multi Soft Debentures, the Purchasers will own approximately 52% of the Company and Multi Soft outstanding common stock, and Potter will own approximately 26% of the Company and Multi Soft outstanding common stock. REGULATORY COMMUNICATIONS On July 27, 2005, the Company received a letter from the Securities and Exchange Commission, notifying the Company that it was subject to deregistration pursuant to Section 12 of the Exchange Act for failure to comply with SEC reporting requirements. The Company responded and provided the SEC with a timetable for filing all delinquent reports and to comply with the Exchange Act by October 31, 2006. The Company believes it will be able to comply with the Exchange Act by October 31, 2006, but there can be no assurance that it will comply, or that its compliance will be sufficient to forestall deregistration. SHARE BASED COMPENSATION On September 15, 2006, the Board of Directors resolved to compensate the company's internal accountant for services rendered as follows: issue 1,050,000 shares of the Company's common stock and cashless warrants for the purchase of 3,930,000 shares of the Company's common stock exercisable at $.001 per share. Also on the date, the Board of Directors of Multi Soft, Inc. resolved to compensate the company's internal accountant for services rendered as follows: issue 675,000 shares of Multi Soft, Inc. common stock and cashless warrants for the purchase of 2,565,000 shares of Multi Soft, Inc. common stock exercisable at $.001 per share. -15- PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Cautionary Statement This quarterly report on form 10-QSB contains certain forward-looking statements regarding, among other things, our anticipated financial and operating results and those of our subsidiaries. For this purpose, forward-looking statements are any statements contained in this report that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, "believes," "expects," or similar expressions. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are including this cautionary statement identifying important factors that could cause our or our subsidiaries' actual results to differ materially from those projected in forward looking statements made by, or on behalf of, us. Results of Operations Six months ended July 31, 2002 compared to six months ended July 31, 2001 We generated revenues during the six months ended July 31, 2002, of $92,776 compared to revenues of $106,180 during the six months ended July 31, 2001. The revenues during all these periods were generated by our subsidiary, Multi Soft. The decrease in revenues of $13,404 or approximately 12.5% was due primarily to an decrease in Multi Soft's primary sources of revenues - license, and maintenance fees, offset by a decrease in consulting fees. Our operating expenses (excluding the write-down of previously capitalized software costs of $620,633) were $266,143 for the six months ended July 31, 2002 compared to $353,985 for the comparable three month period in fiscal 2002, a decrease of $87,842 or approximately 24.8% resulting from cost cutting initiatives. We had other income of $62,157 during the first six months of fiscal 2003 compared to $30,215 of other income during the first six months of fiscal 2002. The increase resulted primarily from settlements of outstanding payables and the partial discharge of debt due to an officer. As a result of all of the foregoing, we incurred a net loss for the first six months of fiscal 2003 of $731,843 compared to a net loss of $217,590 for the first six months of fiscal 2002, an increase of $514,253 or approximately 236%. Major Customers No individual customer accounted for a significant portion of revenues. -16- Liquidity and Capital Resources At July 31, 2002, we had a negative working capital position of ($558,074), compared to negative working capital of ($700,063) at January 31, 2002 and we continue to experience cash flow difficulties. Working Capital and Current Ratios were: July 31, 2002 January 31, 2002 ------------- ---------------- Working capital ($558,074) ($700,063) Current ratios 0.092:1 0.072:1 Cash decreased $3,511 for the six months ended July 31, 2002 compared to a decrease of $21,887 for the comparable period of the prior year. During the six months ended July 31, 2002 we used $899,202 of cash for operating activities compared to $74,226 of cash provided by operating activities in the six months ended July 31, 2001. The reason for the decrease in cash flow from operations was due primarily to using the proceeds of private placements to payoff some of our liabilities which were outstanding at the end of the last fiscal year as well as losses from the write-down of capitalized software development costs. Dividend Policy We have not declared or paid any dividends on our common stock since inception and we do not anticipate that we will be declaring or paying cash dividends in the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be subject to the discretion of our board of directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors. Therefore, we cannot assure that dividends of any kind will ever be paid. Effect of Inflation We believe that inflation has not had a material effect on our operations for the periods presented. -17- Item 3. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures: 1. Management is responsible for establishing and maintaining adequate disclosure controls and procedures. 2. MULTI SOLUTIONS, INC. was unable to carry out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive and Principal Accounting Officer could not conclude that the Company's disclosure controls and procedures were effective both as of the period of this report and the date of this filing, in timely alerting him to material information required to be included in the Company's periodic SEC filings relating to the Company. However, we were able to determine the following: 3. Our controls relating to disclosure and related assertions in the financial statements, particularly in the area of non-routine and non-systematic transactions were not adequate because recordkeeping was not kept up to date since January 31, 2002. However, through the use of an outside accounting consultant, we were able to correct errors and make the proper disclosures. We do not have any internal accounting staff and we will need to engage the assistance of a third party financial accounting consulting firm to prepare our accounting records and financial statements. (b) Changes in Internal Controls Over Financial Reporting: 1. We have engaged the services of a financial accounting consultant to continue to monitor and prepare accounting records and financial statements as necessary. -18- PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note D to the Company's financial statements set forth in Part I. ITEM 2. CHANGE IN SECURITIES On April 25, 2005, the Company entered into a Security Purchase Agreement among Robert L. Frome, Bridge Ventures, Inc. (the "Purchasers"), Multi Soft, and two principal shareholders of the Company and Multi Soft, Charles J. Lombardo, former chairman, president, and CEO of the Company ("Lombardo"), and Miriam G. Jarney, executive vice president and director of the Company ("Jarney") (the "Agreement"). Pursuant to the Agreement, Multi Solutions issued $70,000 principal amount of its 6% Convertible Debentures due May 1, 2006 ("Multi Debentures") to the Purchasers, and Multi Soft issued $24,000 principal amount of its 6% Convertible Debentures due May 1, 2006 ("Multi Soft Debentures") to the Purchasers. The Agreement provided for, among things, (a) repayment of certain liabilities totaling $94,000 of both the Company and Multi Soft, (b) the resignation of Lombardo and Jarney as principal executive officers and directors, and (c) certain preemption rights between the Purchasers and shareholders of the Company and Multi Soft. The Multi Debentures are convertible into 49,226,262 shares of the Company's common stock, $.001 par value. The Multi Soft Debentures are convertible into 31,988,980 shares of Multi Soft common stock, $.001 par value. As of the date of this Report, the Company has 40,000,000 shares of authorized common stock, with 21,096,969 shares outstanding. Multi Soft has 30,000,000 shares of authorized common stock, with 13,709,477 shares outstanding. Pursuant to the Agreement, the Company and Multi Soft appointed Jerome Goubeaux as President and director, and Ken Roberts as Secretary and director: the sole officers and directors for each company. On May 27, 2005, the Company and Multi Soft entered into a Debenture Purchase Agreement with Michael Potter ("Potter") - whereby the Company issued to Potter $35,000 principal amount of its Multi Debentures, and Multi Soft issued $12,000 principal amount of its Multi Soft Debentures. Although insufficient amounts of common stock are authorized to allow full conversion of the Multi and Multi Soft Debentures, the Agreement provided for voting proxies from Lombardo and Jarney to the Purchasers to facilitate amending the companies' articles of incorporation. Subsequent to amending the Company's and Multi Soft's articles of incorporation to increase the authorized shares, and assuming the full conversion of Multi and Multi Soft Debentures, the Purchasers will own approximately 52% of the Company and Multi Soft outstanding common stock, and Potter will own approximately 26% of the Company and Multi Soft outstanding common stock. -19- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MULTI SOLUTIONS, INC. Dated: October 30, 2006 By: /s/ Jerome Goubeaux --------------------------------------- Name: Jerome Goubeaux Title: Chief Executive Officer and Director Dated: October 30, 2006 By: /s/ Ken Roberts --------------------------------------- Name: Ken Roberts Title: Secretary and Director -20- EX-31 2 v056007_ex31.txt Exhibit 31 CERTIFICATION I, Jerome Goubeaux, Chief Executive Officer of Multi Solutions, Inc. (the "Company") certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Multi Solutions, Inc. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the period presented in this annual report. 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. /s/ Jerome Goubeaux October 30, 2006 - ------------------------------------- Jerome Goubeaux, Chief Executive Officer and Director EX-32 3 v056007_ex32.txt EX-32 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-QSB (the "Report") of MULTI SOLUTIONS, INC. (the "Company") for the six months ended July 31, 2002, I, Jerome Goubeaux, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Jerome Goubeaux October 30, 2006 - ------------------- Jerome Goubeaux, Chief Executive Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----