MULTI SOLUTIONS INC
10QSB, 1995-11-16
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 1995

                                       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.)

              4262 US Route 1, Monmouth Junction, New Jersey 08852
                    (Address of principal executive offices)

Issuer's telephone number, including area code:(908) 329-9200

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  X    No 
                                     ---      ---

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 April 30, 1995
- -----------------------                  ------------------------------
Common Stock, par value                              15,806,898
    $.001 per share


<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     The  accompanying  financial  statements  are  unaudited  for  the  interim
periods,  but  include  all  adjustments  (consisting  only of normal  recurring
accruals)  which  management  considers  necessary for the fair  presentation of
results for the three months ended April 30, 1995.

     Moreover,  these  financial  statements do not purport to contain  complete
disclosure in conformity  with  generally  accepted  accounting  principles  and
should be read in conjunction with the Company's  audited  financial  statements
at, and for the fiscal year ended January 31, 1995.

     The results  reflected  for the three  months  ended April 30, 1995 are not
necessarily indicative of the results for the entire fiscal year.


<PAGE>


Multi Solutions, Inc and Subsidiary
CONSOLIDATED BALANCE SHEETS

                                                       April 30,    January 31,
                                                            1995           1995
                                                     (Unaudited)
                                                     -----------    -----------
ASSETS
CURRENT ASSETS
  Cash                                               $      --      $    18,342
  Accounts receivable(net of allowance of
  $32,880 and $37,063 respectively)                      116,411         95,791
  Prepaid expenses and other current assets               21,457         17,310
                                                     -----------    -----------
                                                         137,868        131,443


FURNITURE AND EQUIPMENT, AT COST
  Research and development equipment                     368,382        368,382
  Office furniture and other                             111,550        111,550
                                                     -----------    -----------
                                                         479,932        479,932
  Less accumulated depreciation and amortization         474,098)      (473,666)
                                                     -----------    -----------
                                                           5,834          6,266


OTHER ASSETS

  Capitalized software and development costs           1,702,546      1,613,516
  Less accumulated amortization                         (965,639)      (886,605)
                                                     -----------    -----------
                                                         736,907        726,911

                                                     $   880,609    $   864,620
                                                     ===========    ===========


<PAGE>


Multi Solutions, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS

                                                       April 30,    January 31,
                                                            1995          1995
LIABILITIES AND STOCKHOLDERS' DEFICIENCY             (Unaudited)
                                                     -----------    -----------

CURRENT LIABILITIES
   Notes payable                                     $    50,695    $    53,729
   Accrued payroll                                        53,079         31,190
   Payroll and other taxes payable                        77,706         78,607
   Accounts payable and accrued expenses                 403,690        414,303
   Deferred  Compensation due officers/shareholders      437,935        371,713
   Accrued Officer Compensation                          194,788        152,246
   Deferred revenues                                     267,332        289,391
   Loans from officers                                     2,900         22,000
                                                     -----------    -----------
                                                       1,488,125      1,413,179


 DEFERRED REVENUES-Net of Current Portion                190,169        200,886


STOCKHOLDERS' DEFICIENCY

  Common stock, authorized 40,000,000 shares
  $ .001 Par Value
  Issued and outstanding: 15,806,898 (1995) and
  15,257,198 (1994) Respectively                          15,807         15,807
  Additional paid-in capital                           8,420,537      8,420,537
  Accumulated deficit                                 (9,234,029)    (9,185,789)
                                                     -----------    -----------
                                                        (797,685)      (749,445)

                                                     $   880,609    $   864,620
                                                     ===========    ===========


<PAGE>


Multi Solutions, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        Three Months Ended
                                                             April 30,
                                                         1995              1994
                                                 ------------      ------------
Revenues
  License fees                                   $    143,058      $     27,460
  Maintenance Revenue                                 128,857            12,846
  Consulting and other fees                             2,289           153,817
                                                 ------------      ------------
             Total revenues                           274,204           194,123


Operating expenses
  Software development and
   technical support                                   74,470            94,743
  Selling and administrative expenses                 246,991           202,168
                                                 ------------      ------------
             Total expenses                           321,461           296,911

             Loss from operations                     (47,257)         (102,788)


Other Income (Expenses)

  Interest expense                                       (983)           (6,264)
  Loss on Disposal of leasehold improvements
  Special discount to investors
  Other income
                                                 ------------      ------------
           NET LOSS                              $    (48,240)     $   (109,052)
                                                 ============      ============

Weighted average number of shares outstanding      15,846,240        15,226,807
                                                 ============      ============

Loss per share                                       NIL               NIL
                                                 ============      ============


<PAGE>


Multi Solutions, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                             Three Months Ended
                                                                                                                 April 30,
                                                                                                           1995                1994
                                                                                                      ---------           ---------
<S>                                                                                                   <C>                 <C>       
Cash flows from operating activities
  Net loss                                                                                            $ (48,240)          $(109,052)
  Adjustments to reconcile net loss to net cash
    provided (used) by operating activities
      Depreciation and amortization                                                                      79,466              60,858
      Common stock issued as compensation to officers                                                      --                  --
      Discount to investors                                                                                --                  --
      Changes in assets and liabilities
        Decrease (increase) in accounts receivable                                                      (20,620)             96,428
        (Increase) decrease in prepaid expenses and other current assets                                 (4,147)             (4,282)
        Increase  in accrued payroll                                                                     21,889             (34,460)
        (Decrease) in payroll and other taxes payable                                                      (901)               --   
        Increase (decrease) in accounts payable and accrued expenses                                    (10,612)           (100,054)
        Increase (decrease) in accrued officer compensation                                              42,540                --
        Increase in deferred compensation                                                                66,222                --   
        (Decrease) increase  in deferred revenues                                                       (22,059)             95,118
        Increase (decrease) in long term deferred revenues                                              (10,716)               --
                                                                                                      ---------           ---------
          Net cash provided by operating activities                                                      92,822               4,556

Cash flows from investing activities
  Capitalized software development cost                                                                 (89,030)            (93,441)

          Net cash used in investing activities                                                         (89,030)            (93,441)
                                                                                                      ---------           ---------

Cash flows from financing activities
  Net (repayments) borrowings under loan and line of credit ageements                                   (22,134)             55,431
                                                                                                      ---------           ---------
          Net cash provided by (used in) financing activities                                           (22,134)             55,431

          Net (decrease)  in cash                                                                       (18,342)            (33,454)

Cash at beginning of year                                                                                18,342              33,454

Cash at end of year                                                                                   $    --                  --
                                                                                                      =========           ========= 
</TABLE>


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations

Three months Ended April 30, 1995 Compared to three months ended April 30, 1994

Revenues for the current  three months of fiscal year 1995  increased  80,081 or
41.2%  compared with the  comparable  period of the prior year.  The increase in
revenues is attributable to increased  license and maintenance  fees as a result
of customer requests for product updates, technical assistance and support.

Operating  expenses  as a percent of  revenues  for the three  month  period was
117.2%  compared  with 153.% for the  comparable  period of the prior year.  The
decrease  in  operating   expenses  as  a  percent  of  revenues  was  primarily
attributable  to the higher revenue volume and a reduction in technical  support
salaries,offset by an increase in Selling and Administrative expenses.

The  operating  loss,  before other income  (expense) of $47,257 for the current
three month period decreased  $55,531 compared with the comparable period of the
prior year. Other income (expense) for the current three month period was ($983)
as compared with ($6264) for the comparable period of the prior year.

For the current  three month  period , a net loss of $48,240 or ($.00) cents per
share was incurred  compared  with a net loss of  ($109,052) or ($.00) cents per
share an decrease of $60,812.

Major Customers

     In the  first  three  months of 1995,  IBM  accounted  for  31.25% of total
revenues.  In the first  three  months  of 1994,  American  International  Group
accounted for 12% of total revenues.

Liquidity and Capital Resources

     At April 30, 1995, the Company had a negative  working capital  position of
($1,350,257); and has been experiencing cash flow problems.

     Management  of  the  company  has  taken  various  steps  to  correct  this
situation.  Overhead  costs  have  been cut  drastically  as a  result  of staff
reductions and curtailment of all outside  marketing and  advertising  costs. In
addition,  senior staff salaries were reduced and executive  officers'  salaries
were partly deferred.  Secondly,  Multi Soft broadened its product base into the
Windows  environment and has made its Windows based products easier to learn and
use.

     Multi Soft has entered into an International  Software Licensing  Agreement
with IBM which  grants IBM the  non-exclusive  rights  and  license to market an
extended  runtime  version of Multi  Soft's WCL product as an IBM logo  product.
This IBM EXTENDED VERSION of Multi Soft's WCL is named IMS Client Server(TM) for
Windows.  It provides  remote  presentation  support for IMS. Multi Soft and IBM
also have entered into International Marketing Agreements to market Multi Soft's
WCL  Toolkit  under the name IMS Client  Server  Toolkit(TM)  for Windows in the


<PAGE>


United States,  Puerto Rico, the Asian Pacific Region,  Europe,  the Middle East
and Africa and Canada.

     In addition,  in September 1994,  Multi Soft entered into an  International
Software Licensing  Agreement with IBM's Personal  Communications  3270 division
("P-Comm").  This  agreement  allows  IBM to logo and  market a P-Comm  specific
version of both the  Toolkit and Runtime of Multi  Soft's  WCL(TM).  Pursuant to
this agreement, the Company will receive a minimum of $75,000 per quarter over a
two year period representing minimum advances against royalties.

     It is Multi Soft's  intent to remain a  technology  provider and search out
multiple  distribution  channels,  rather than to try and grow via an  expensive
direct  sales  force.  This allows the focus to stay on  technology,  with a low
overhead  cost for each  distribution  channel  used.  However,  if the  Company
obtains  additional  funds  from  operations  or  otherwise,  it plans to expand
in-house  marketing  activities  by  advertising  in trade  publications  and by
conducting targeted mailing.

Dividend Policy

     The Company  has not  declared or paid any  dividends  on its common  stock
since its inception and does not anticipate  the  declaration or payment of cash
dividends in the foreseeable future. The Company intends to retain earnings,  if
any, to finance the development  and expansion of its business.  Future dividend
policy will be subject to the  discretion  of the Board of Directors and will be
contingent  upon future  earnings,  if any, the Company's  financial  condition,
capital requirements,  general business conditions and other factors. Therefore,
there can be no assurance that dividends of any kind will ever be paid.

Effect of Inflation

     Management  believes that  inflation  has not had a material  effect on its
operations for the periods presented.


<PAGE>


PART II - OTHER INFORMATION

Item 1. Exhibits and Reports on Form 8-K

        (a) Exhibits

            27. Financial Data Schedule

        (b) Reports on Form 8-K


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registration  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.

                                MULTI SOLUTIONS, INC.

Dated: November 3, 1995

                                   By: /s/ Charles J. Lombardo
                                       -----------------------------------------
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer



<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              JAN-31-1996
<PERIOD-END>                                   APR-30-1995
<CASH>                                         0
<SECURITIES>                                   0
<RECEIVABLES>                                  149,291
<ALLOWANCES>                                   32,880
<INVENTORY>                                    0
<CURRENT-ASSETS>                               137,868
<PP&E>                                         479,932
<DEPRECIATION>                                 474,098
<TOTAL-ASSETS>                                 880,609
<CURRENT-LIABILITIES>                          1,488,125
<BONDS>                                        0
<COMMON>                                       15,807
                          0
                                    0
<OTHER-SE>                                     (813,492)
<TOTAL-LIABILITY-AND-EQUITY>                   880,609
<SALES>                                        143,058
<TOTAL-REVENUES>                               274,204
<CGS>                                          0
<TOTAL-COSTS>                                  74,470
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             983
<INCOME-PRETAX>                                (48,240)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (48,240)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (48,240)
<EPS-PRIMARY>                                  0.00
<EPS-DILUTED>                                  0.00
        


</TABLE>


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