MULTI SOLUTIONS INC
10QSB, 1995-12-18
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 October 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 October 31, 1995
- -----------------------                         -------------------------------
Common Stock, par value                                    15,806,698
    $.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 nine and three months ended October 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 nine and three months ended October 31, 1995
are not necessarily indicative of the results for the entire fiscal year.


<PAGE>


MULTI SOLUTIONS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
                                                               October 31,   January 31,
                                                                  1995          1995
                                                              (Unaudited)
                                                              -----------    -----------
<S>                                                           <C>            <C>        
ASSETS
CURRENT ASSETS
     Cash                                                     $    64,823    $    18,342
     Accounts Receivable (net of allowance
      of $23,169 and $37,063 respectively)                         32,664         95,791
     Prepaid expenses and other current assets                     37,132         17,310
                                                              -----------    -----------
                                                                  134,619        113,101
FURNITURE AND EQUIPMENT
     Research and Development Equipment                           368,381        259,907
     Office furniture and other equipment                         111,550         10,052
                                                              -----------    -----------
                                                                  479,931        269,959
     Less: Accumulated Depreciation                              (475,652)      (263,693)
                                                              -----------    -----------
                                                                    4,279          6,266
OTHER ASSETS
     Capitalized software development costs                     1,880,604      1,613,516
     Less accumulated amortization                             (1,137,062)      (886,605)
                                                              -----------    -----------
                                                                  743,542        726,911
                                                              -----------    -----------
                                                              $   882,440    $   864,620
                                                              ===========    ===========
</TABLE>


<PAGE>


MULTI SOLUTIONS, INC 
BALANCE SHEETS
<TABLE>
<CAPTION>
                                                              October 31,    January 31,
                                                                 1995           1995
                                                              (Unaudited)
                                                              -----------    -----------
<S>                                                           <C>            <C>        
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
     Loan payable to bank                                     $    44,404    $    53,729
     Accrued payroll                                               86,080         31,190
     Payroll and other taxes payable                               80,390         78,607
     Accounts Payable                                             385,901        414,303
     Deferred compensation due officer/shareholders               570,382        371,713
     Accrued officer compensation                                 288,078        152,246
     Deferred Revenues                                            182,962        289,391
     Loans from Officers                                            1,400         22,000
                                                              -----------    -----------
                                                                1,639,597      1,413,179
     DEFERRED REVENUES - net of current portion                    18,737        200,885
                                                              -----------    -----------
STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
      9,983,979 respectively                                       15,807         15,807
     Additional paid-in capital, net of deferred                8,420,537      8,420,537
      compensation $357 and $2,150 respectively                (9,212,238)    (9,185,789)
                                                              -----------    -----------
     Accumulated deficit                                         (775,894)      (749,445)
                                                              -----------    -----------

                                                              $   882,440    $   864,619
                                                              ===========    ===========
</TABLE>


<PAGE>


MULTI SOLUTIONS, INC
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
                                                         Nine Months Ended            Three Months Ended
                                                            October 31,                   October 31,
                                                        1995           1994           1995          1994
                                                    -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>  
REVENUES
      License fees                                  $   505,868    $   151,492    $   117,722    $    85,814
      Maintenance fees                                  414,409        389,384        133,646        318,604
      Consulting and Other fees                          40,507         36,008         28,312         13,961
                                                    -----------    -----------    -----------    -----------
              Total revenues                            960,784        576,884        279,680        418,379

EXPENSES
      Software development and technical support        236,764        349,567         83,373         81,338
      Selling and administrative                        746,548        492,738        253,898        195,360
                                                    -----------    -----------    -----------    -----------
              Total expenses                            983,312        842,305        337,271        276,698
                                                    -----------    -----------    -----------    -----------
              Income (Loss) from operations             (22,528)      (265,421)       (57,591)       141,681

OTHER (EXPENSE)
      Interest Expense                                   (3,921)        (3,994)        (1,300)        (1,465)
              Total other (expense)                      (3,921)        (3,994)        (1,300)        (1,465)

              NET INCOME (LOSS)                     $   (26,449)   $  (269,415)   $   (58,891)   $   140,216
                                                    ===========    ===========    ===========    ===========
              Weighted average shares outstanding     9,189,000      8,882,905      9,189,000      9,502,035
                                                    ===========    ===========    ===========    ===========
              Income (Loss) per share                       Nil    $     (0.04)           Nil    $      0.01
                                                    ===========    ===========    ===========    ===========
</TABLE>


<PAGE>


MULTI SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                   October 31,
                                                                                1995         1994
                                                                             ---------    ---------
<S>                                                                          <C>          <C>       
Cash flows from operating activities
      Net Income (loss)                                                      $ (26,449)   $(269,415)
      Adjustments to reconcile net Income (loss) to net cash
           provided (used) by operating activities
      Depreciation and amortization                                            252,443      180,872
      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                        63,127      121,601
              Decrease in prepaid expenses and other current assets            (19,822)        (672)
              Increase (decrease) in accrued payroll                            54,890       32,477
              (Decrease) in payroll and other taxes payable                      1,783     (154,816)
              Increase (decrease) in accounts payable and accrued expenses     (28,402)      94,992
              (Decrease) increase in accrued officer compensation              135,832       84,453
              Increase in Deferred Compensation                                198,669      180,092
              Increase (decrease) in deferred revenues                        (106,429)      47,252
              Increase (decrease) in long term deferred revenues              (182,148)        --
                                                                             ---------    ---------
                     Net cash provided (used) by operating activities          343,494      316,836

Cash flows from investing activities
      Loan to officers                                                                       39,500
      Capitalized software development costs                                  (267,088)    (223,571)
                                                                             ---------    ---------
                     Net cash used in investing activities                    (267,088)    (184,071)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements                    (9,325)    (265,165)
      Payment of line of credit                                                (20,600)
      Amortization of Stock Grants
      Issuance of Common Stock                                                    --         98,946
                                                                             ---------    ---------
                     Net cash provided by (used) In financing activities       (29,925)    (166,219)

                     NET INCREASE (DECREASE) IN CASH                            46,481      (33,454)

Cash at beginning of year                                                       18,342       33,454

Cash at end of year                                                          $  64,823    $    --
                                                                             =========    =========
</TABLE>


<PAGE>


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

Results of Operations nine months Ended October 31, 1995 Compared to nine months
Ended October 31, 1994 and three months ended October 31, 1995 compared to three
months ended October, 31 1994

Revenues for the current nine months of fiscal year 1995  increased  $383,900 or
66.5%  compared with the comparable  period of the prior year.  Revenues for the
three month period decreased $138,699 compared with the comparable period of the
prior year.  The increase in revenues for the nine month period 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 nine month period was 100.2%
compared  with  146% for the  comparable  period of the  prior  year.  Operating
expense as a percent of  revenues  for the current  three month  period was 121%
compared with 66% for the prior year.  The decrease in operating  expenses,  for
the nine month period,  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 $22,528 for the current
nine month period decreased  $242,893 compared with the comparable period of the
prior year.  Operating  Loss,  before  other  income  (expense)  $57,591 for the
current three month  increased  $199,272  compared with the operating  income of
141,681 for the comparable period of the prior year.

Other  income  (expense)  for the  current  nine month  period was  ($3,921)  as
compared with ($3,994) for the comparable period of the prior year.

For the current nine month period, net loss of $26,449 or ($.00) cents per share
was  incurred  compared  with a net loss of $269,415 or ($.04) cents per share a
decrease of $242,966.  For the current three month period, a net loss of $58,891
or .00 cents per share was incurred  compared with net income of $140,216 in the
comparable period for the prior year.


Major Customers

     In the  first  nine  months  of 1995,  IBM  accounted  for  47.19% of total
revenues. In the first nine months of 1994, IBM accounted for 13.9% of revenues.


Liquidity and Capital Resources

     At October 31, 1995 the Company had a negative  working capital position of
$1,504,978 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


<PAGE>


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 SOFT, INC.

Dated: December 13, 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>                            9-MOS
<FISCAL-YEAR-END>                              JAN-31-1996
<PERIOD-END>                                   OCT-31-1995
<CASH>                                              64,630
<SECURITIES>                                             0
<RECEIVABLES>                                       55,833
<ALLOWANCES>                                        23,169
<INVENTORY>                                              0
<CURRENT-ASSETS>                                   134,426
<PP&E>                                             479,931
<DEPRECIATION>                                   (475,652)
<TOTAL-ASSETS>                                     882,440
<CURRENT-LIABILITIES>                            1,639,597
<BONDS>                                                  0
<COMMON>                                            15,807
                                    0
                                              0
<OTHER-SE>                                         775,894
<TOTAL-LIABILITY-AND-EQUITY>                       882,440
<SALES>                                            505,568
<TOTAL-REVENUES>                                   960,784
<CGS>                                                    0
<TOTAL-COSTS>                                            0
<OTHER-EXPENSES>                                     3,921
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                   3,921
<INCOME-PRETAX>                                   (26,449)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (26,449)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (26,449)
<EPS-PRIMARY>                                            0
<EPS-DILUTED>                                            0
        



</TABLE>


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