MULTI SOLUTIONS INC
10QSB, 1995-11-16
PREPACKAGED SOFTWARE
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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 July 31, 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 July 31, 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 six and three months ended July 31, 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 six and three months ended July 31, 1995 are
not necessarily indicative of the results for the entire fiscal year.


<PAGE>

Multi Solutions, Inc and Subsidiary

CONSOLIDATED BALANCE SHEETS

                                                       July 31,      January 31,
                                                         1995           1995
                                                     (Unaudited)
                                                     -----------    -----------
ASSETS

CURRENT ASSETS
     Cash                                            $    79,243    $    18,342
     Accounts receivable( net of allowance of
     $32,880 and $37,063 respectively)                    32,422         95,791
     Prepaid expenses and other current assets            30,524         17,310
                                                     -----------    -----------
                                                         142,189        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     (475,243)      (473,666)
                                                     -----------    -----------
                                                           4,689          6,266

OTHER ASSETS

     Capitalized software and development costs        1,791,574      1,613,516
          Less accumulated amortization               (1,049,124)      (886,605)
                                                     -----------    -----------
                                                         742,450        726,911

                                                     $   889,328    $   864,620
                                                     ===========    ===========

<PAGE>

Multi Solutions, Inc. and Subsidiary

CONSOLIDATED BALANCE SHEETS

                                                       July 31,     January 31,
                                                         1995           1995
LIABILITIES AND STOCKHOLDERS' DEFICIENCY             (Unaudited)
                                                     -----------    -----------
CURRENT LIABILITIES
  Notes payable                                      $    47,604    $    53,729
  Accrued payroll                                         77,323         31,190
  Payroll and other taxes payable                         73,093         78,607
  Accounts payable and accrued expenses                  382,810        414,303
  Deferred  Compensation due officers/shareholders       504,159        371,713
  Accrued Officer Compensation                           245,537        152,246
  Deferred revenues                                      244,952        289,391
  Loans from officers                                      1,400         22,000
                                                     -----------    -----------

                                                       1,576,878      1,413,179



DEFERRED REVENUES-Net of Current Portion                  29,453        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 respectively                               15,807         15,807
    Additional paid-in capital                         8,420,537      8,420,537
    Accumulated deficit                               (9,153,347)    (9,185,789)
                                                     -----------    -----------
                                                        (717,003)      (749,445)

                                                     $   889,328    $   864,620
                                                     ===========    ===========

<PAGE>

Multi Solutions, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                      Six Months Ended                    Three Months Ended
                                                                         July 31,                               July 31,
                                                                  1995               1994               1995               1994
                                                              ------------       ------------       ------------       ------------
<S>                                                           <C>                <C>                <C>                <C>   
Revenues      
     License fees                                             $    388,146       $     44,250       $    245,088       $     16,790
     Maintenance Revenue                                           280,763             70,780            151,906             57,934
     Consulting and other fees                                      12,195            170,614              9,906             16,797
                                                              ------------       ------------       ------------       ------------
              Total revenues                                       681,104            285,644            406,900             91,521


Operating expenses
     Software development and technical support                    153,391            268,229             78,921            173,486
     Selling and administrative expenses                           492,650            308,114            245,659            105,946
                                                              ------------       ------------       ------------       ------------
              Total expenses                                       646,041            576,343            324,580            279,432

              Income (Loss) from operations                         35,063           (290,699)            82,320           (187,911)


Other Income (Expenses)

     Interest expense                                               (2,621)           (11,196)            (1,638)            (4,932)



                                                              ------------       ------------       ------------       ------------


              NET INCOME (LOSS)                               $     32,442       $   (301,895)      $     80,682       $   (192,843)
                                                              ============       ============       ============       ============

Weighted average number of shares outstanding                   15,846,240         15,257,198         15,846,240         15,257,198
                                                              ============       ============       ============       ============

Loss per share                                                     NIL            $     (0.02)           NIL           $      (0.01)
                                                              ============       ============       ============       ============
</TABLE>


<PAGE>

MULTI -SOFT, INC.
STATEMENTS OF CASH FLOWS
(Unaudited) 
<TABLE>
<CAPTION>
                                                                                 Six Months Ended
                                                                                     July 31,
                                                                                1995         1994
                                                                             ---------    ---------
<S>                                                                          <C>          <C>   
Cash flows from operating activities    
      Net Income (loss)                                                      $  32,442    $(301,895)

      Adjustments to reconcile net Income (loss) to net cash
         provided (used) by operating activities

      Depreciation and amortization                                            164,096      121,355
      Common stock issued as compensation to employees                            --
      Discount to investors                                                       --

      Changes in assets and liabilities
              Due to / from Multi Solutions                                       --
              (Increase) decrease in accounts receivable                        63,369      259,349
              Decrease in prepaid expenses and other current assets            (13,214)      (6,106)
              Increase (decrease) in accrued payroll                            46,133       (7,811)
              (Decrease) in payroll and other taxes payable                     (5,514)        --
              Increase (decrease) in accounts payable and accrued expenses     (31,494)     (75,135)
              (Decrease) increase in accrued officer compensation               93,291         --
              Increase  in Deferred Compensation                               132,446         --
              Increase (decrease) in deferred revenues                         (44,439)      88,118
              Increase (decrease) in long term deferred revenues              (171,432)        --
                                                                             ---------    ---------

                     Net cash provided  by operating activities                265,684       77,875


Cash flows from investing activities

      Capital Expenditures net of  disposition                                               (1,339)
      Capitalized software  development costs                                 (178,058)    (156,340)
                                                                             ---------    ---------

                     Net cash used in investing activities                    (178,058)    (157,679)



Cash flows from financing activities
      Net repayments under loan and line of credit ageements                   (26,725)      46,350


                                                                             ---------    ---------


                     Net cash provided by (used ) In financing activities      (26,725)      46,350



                     NET INCREASE (DECREASE) IN CASH                            60,901      (33,454)


Cash at beginning of year                                                       18,342       33,454

Cash at end of year                                                          $  79,243    $    --
                                                                             =========    =========

</TABLE>


<PAGE>

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

Results of Operations

Six months  Ended July 31, 1995  Compared to six monhts  Ended July 31, 1994 and
three months ended July 31, 1995 compared to three months ended July, 31 1994

Revenues  for the current six months of fiscal year 1995  increased  $395,460 or
138.4% compared with the comparable  period of the prior year.  Revenues for the
three month period increased $315,379 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. The current second quarter also reflects the recognition
of $150,000 of the prior years Long Term Deferred Revenue.

Operating  expenses as a percent of revenues  for the six month period was 94.8%
compared  with 201.7% for the  comparable  period of the prior  year.  Operating
expense  as a percent  of  revenues  for the  current  three  month  period  was
79.7%compared with 305.3% for 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.

The operating  income,  before other income (expense) of $35,063 for the current
six month period increased  $326,762  compared with the comparable period of the
prior year.  Operating Income,  before other income (expense) of $82,320 for the
current three month increased  $270,231compared  with  comparable  period of the
prior year.

Other income (expense) for the current six month period was ($2,621) as compared
with  ($11,196)  for the  comparable  period of the prior year.  The decrease is
attributable  to the special  discount  granted to  investors  in the prior year
which did not occur in the current period.

For the  current  six month  period , net income of $32,442 or ($.00)  cents per
share was incurred  compared  with a net loss of  ($301,895) or ($.02) cents per
share an increase of $334,337.  For the current three month period, a net income
of  $80,682  or $.00  cents  per  share  was  incurred  compared  with a loss of
($192,843) in the comparable period for the prior year an increase of $273,525.

Major Customers

     In the  first  six  months  of 1995,  IBM  accounted  for  47.19%  of total
revenues.  In the first six months of 1994,  IBM  accounted  for 10.7% and Exxon
accounted for 11.3%.

Liquidity and Capital Resources

     At July 31, 1995, the Company had a negative  working  capital  position of
($1,434,689); and has been experiencing cash flow problems.

<PAGE>

     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
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>                   6-MOS
<FISCAL-YEAR-END>                              JAN-31-1996
<PERIOD-END>                                   JUL-31-1995
<CASH>                                         79,243
<SECURITIES>                                   0
<RECEIVABLES>                                  65,302
<ALLOWANCES>                                   32,880
<INVENTORY>                                    0
<CURRENT-ASSETS>                               142,189
<PP&E>                                         479,932
<DEPRECIATION>                                 475,243
<TOTAL-ASSETS>                                 889,328
<CURRENT-LIABILITIES>                          1,576,878
<BONDS>                                        0
<COMMON>                                       15,807
                          0
                                    0
<OTHER-SE>                                    (732,810)
<TOTAL-LIABILITY-AND-EQUITY>                   889,328
<SALES>                                        388,146
<TOTAL-REVENUES>                               681,104
<CGS>                                          0
<TOTAL-COSTS>                                  153,391
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             2,621
<INCOME-PRETAX>                                32,442
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            32,442
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   32,442
<EPS-PRIMARY>                                  0.00
<EPS-DILUTED>                                  0.00
        


</TABLE>


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