MULTI SOLUTIONS INC
10QSB, 1996-09-16
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, 1996


                                       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, 1996
          -----                                     ----------------------------
Common Stock, par value                                       17,881,898
       $.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 July 31, 1996.

     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, 1996.

     The results  reflected for the three and six months ended July 31, 1996 are
not necessarily indicative of the results for the entire fiscal year.


<PAGE>


Multi Solutions, Inc and Subsidiary
CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                             July 31,      January 31,
                                                                 1996             1996
                                                          (Unaudited)
                                                         -----------       -----------
<S>                                                      <C>                    <C>   
ASSETS
CURRENT ASSETS
     Cash                                                $   156,432       $    89,575
     Accounts receivable( net of allowance of
     $28,932 and $37,063 respectively)                       103,971           100,428
     Prepaid expenses and other current assets                13,532            13,532
                                                         -----------       -----------
                                                             273,935           203,535


FURNITURE AND EQUIPMENT, AT COST
     Research and development equipment                        4,158           259,907
     Office furniture and other                               17,968            10,053
                                                         -----------       -----------
                                                              22,126           269,960
     Less accumulated depreciation and amortization           (7,185)         (266,066)
                                                         -----------       -----------
                                                              14,941             3,894


OTHER ASSETS
     Capitalized software and development costs            1,606,217         1,980,130
          Less accumulated amortization                     (937,397)       (1,256,153)
                                                         -----------       -----------
                                                             668,820           723,977

                                                         $   957,696       $   931,406
                                                         ===========       ===========
</TABLE>


<PAGE>


Multi Solutions, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                              July 31,       January 31,
                                                                  1996              1996
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   (Unaudited)
                                                           -----------       -----------
<S>                                                        <C>               <C>        
CURRENT LIABILITIES
     Notes payable                                         $    34,119       $    41,099
     Accrued payroll                                                --            30,285
     Payroll and other taxes payable                            53,355            74,993
     Accounts payable and accrued expenses                     147,521           216,554
     Deferred  Compensation due officers/shareholders          649,144           636,605
     Accrued Officer Compensation                              126,681           110,016
     Deferred revenues                                         289,556           309,792
     Loans from officers                                            --                --
                                                           -----------       -----------
                                                             1,300,376         1,419,344




 DEFERRED REVENUES-Net of Current Portion                           --             8,022



STOCKHOLDERS' DEFICIENCY
       Common stock, authorized 40,000,000 shares
       $ .001 Par Value
       Issued and outstanding: 17,806,898 (1996) and
       17,881,898 respectively                                  17,882            17,807
       Additional paid-in capital                            8,582,212         8,578,537
       Minority Interest                                       154,466
       Accumulated deficit                                  (9,097,240)       (9,092,304)
                                                           -----------       -----------
                                                              (342,680)         (495,960)


                                                           $   957,696       $   931,406
                                                           ===========       ===========
</TABLE>


<PAGE>


Multi Solutions, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                             Six Months Ended              Three Months Ended
                                                                 July 31,                        July 31,
                                                          1996            1995            1996            1995
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>                  <C>        <C>                  <C>    
Revenues
     License fees                                 $    254,066    $    388,146    $    168,197    $    245,088
     Maintenance Revenue                               312,384         280,763         152,631         151,906
     Consulting and other fees                          17,757          12,195          17,530           9,906
                                                  ------------    ------------    ------------    ------------
             Total revenues                            584,207         681,104         338,358         406,900


Operating expenses
     Software development and technical support        171,244         153,391          86,920          78,921
     Selling and administrative expenses               413,093         492,650         202,680         245,659
                                                  ------------    ------------    ------------    ------------
             Total expenses                            584,337         646,041         289,600         324,580

             Income (Loss) from operations                (130)         35,063          48,758          82,320


Other Income (Expenses)

     Interest expense                                   (4,806)         (2,621)         (3,782)         (1,638)
                                                  ------------    ------------    ------------    ------------

     Total  Other (Expenses)                            (4,806)         (2,621)         (3,782)         (1,638)



             NET INCOME (LOSS)                          (4,936)         32,442          44,976          80,682
                                                  ============    ============    ============    ============


Weighted average number of shares outstanding       17,844,398      15,846,240      17,844,398      15,846,240
                                                  ============    ============    ============    ============
Loss per share                                    $         --    $         --    $         --    $         -- 
                                                  ============    ============    ============    ============
</TABLE>



<PAGE>


MULTI -SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                 Six Months Ended
                                                                                     July 31,
                                                                                  1996         1995
                                                                             ---------    ---------
<S>                                                                          <C>          <C>      

Cash flows from operating activities
      Net Income(loss)                                                       $  (4,936)   $  32,442
      Adjustments to reconcile net Income (loss) to net cash
           provided (used) by operating activities
      Depreciation and amortization
      Common stock issued as compensation to employees                         172,270      164,096
      Discount to investors

      Changes in assets and liabilities
              (Increase) decrease in accounts receivable                        (3,543)      63,369
              Decrease in prepaid expenses and other current assets                 --      (13,214)
              Increase (decrease) in accrued payroll                           (30,285)      46,133
              (Decrease) in payroll and other taxes payable                    (21,638)      (5,514)
              Increase (decrease) in accounts payable and accrued expenses     (69,033)     (31,494)
              (Decrease) increase in accrued officer compensation               16,665       93,291
              Increase  in Deferred Compensation                                12,539      132,446
              Increase (decrease) in deferred revenues                         (20,236)     (44,439)
              Increase (decrease) in long term deferred revenues                (8,022)    (171,432)
                                                                             ---------    ---------

                     Net cash provided  by operating activities                 43,781      265,684


Cash flows from investing activities

      Capital Expenditures net of disposition                                  (12,074)
      Capitalized software development costs                                  (116,086)    (178,058)
                                                                             ---------    ---------

                     Net cash used in investing activities                    (128,160)    (178,058)


Cash flows from financing activities
      Net repayments under loan and line of credit ageements                    (6,980)     (26,725)
       Issuance of stock                                                         3,750
       Minority Interest                                                       154,466
                                                                             ---------    ---------


                     Net cash provided by (used ) In financing activities      151,236      (26,725)


                     NET INCREASE (DECREASE) IN CASH                            66,857       60,901

Cash at beginning of period                                                     89,575       18,342

Cash at end of period                                                        $ 156,432    $  79,243
                                                                             =========    =========
</TABLE>


<PAGE>






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

Results of Operations

Six and three months ended July 31, 1996 compared to six and three months ended
July 31, 1995

     Revenues for the current six months of fiscal year 1996 decreased $96,897or
14.2%  compared with the comparable  period of the prior year.  Revenues for the
three month period July 31, 1996 decreased  $68,542 compared with the comparable
period of the prior year. The decrease in revenues for the current six and three
month  period  is  attributable  to the  recognition  of  $150,000  of long term
deferred revenue,  in the prior three and six month period which did not reoccur
in the current  period.  Without  giving effect to long term deferred  revenue ,
Multi Soft would have experience a $53,103 and $81,458  increase for the six and
three month period of July, 1996 respectively.

Operating  expenses as a percent of revenues  for the six month period was 100.%
compared  with 94.8.% for the  comparable  period of the prior  year.  Operating
expense as a percent  revenues  for the  current  three  month  period was 85.6%
compared with 79.7% for the prior year. The increase in operating  expenses as a
percent of revenues was primarily  attributable to the consolidation of NetCast,
Inc. the companys new subsidiary  which  consisted  primarily of expenses and no
revenue.

Operating  income  (loss) , before  other  income  (expense)  of $(130)  for the
current six month period decreased  $35,193 compared with the comparable  period
of the prior year. For the current three month period  operating  income (loss),
before other income  decreased  $33,562 . Exluding the 150,000  deferred revenue
from July 31, 1995 the company  would have  experienced  an increase of $114,807
and $116,438 for the current six and three month periods respectively.

For the current six month period , a net loss of $(4,936) was incurred  compared
with a net income of $32,442 an decrease of $37,378. For the current three month
period a net income of $44,976 compared with net income from the prior period of
$80,682 represents a decrease of $35,706.  As previously stated,  without giving
effect to the long term deferred  revenue  recognized  during period ending July
31, 1995 the company would have experienced an increase of $112,622 and $114,294
for the current six and three month periods respectively.

Multi Solutions  issued 75,000 shares of common stock to certian parties in lieu
of indebtedness in the amount of $3,750.

Major Customers

     In the  first  six  months  of 1996,  IBM  accounted  for  17.19%  of total
revenues.  In the first six months of 1995,  IBM  accounted  for 47.19% of total
revenues.

Liquidity and Capital Resources


<PAGE>


     At July 31, 1996, the Company had a negative  working  capital  position of
($1,026,441)  and has been  experiencing  cash  flow  problems.  The  cash  flow
defficiency derives from certain outstanding receivables that remain uncollected
coupled with normal fluctuations in sales.

     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 ,the company's 55.7% owned subsidiary, Multi Soft
Inc.  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  ServerTM 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 ToolkitTM for Windows in the United
States,  Puerto Rico, the Asian Pacific Region,  Europe,  the Middle East 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 WCLTM.  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.

     In 1995  Multi  Soft,  Inc.  entered  a joint  developement  and  marketing
agreement  with Bellcore to develop and Market a Sun Solaris Unix version of its
WCL product.  The agreement provides that Bellcore pay Multi soft for developing
an extension of its WCL product ot the Sun Solaris Unix  environment.  Also,  it
provides  for a joint  marketing  agreement in which both  companies  will share
marketing 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.


<PAGE>


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 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

          27. Financial Data Schedule

     (b) Reports on Form 8-K

          None


<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:September 11, 1996
                                   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-31-1996
<CASH>                                         156,432
<SECURITIES>                                   0
<RECEIVABLES>                                  132,903
<ALLOWANCES>                                   28,932
<INVENTORY>                                    0
<CURRENT-ASSETS>                               273,935
<PP&E>                                         22,126
<DEPRECIATION>                                 (7,185)
<TOTAL-ASSETS>                                 957,696
<CURRENT-LIABILITIES>                          1,300,376
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       17,882
<OTHER-SE>                                     9,097,240
<TOTAL-LIABILITY-AND-EQUITY>                   957,696
<SALES>                                        254,066
<TOTAL-REVENUES>                               584,207
<CGS>                                          0
<TOTAL-COSTS>                                  584,337
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             4,806
<INCOME-PRETAX>                                (4,936)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (4,936)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (4,936)
<EPS-PRIMARY>                                  .00
<EPS-DILUTED>                                  .00
        


</TABLE>


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