MULTI SOLUTIONS INC
10QSB, 1998-06-15
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 April 30, 1998

                                       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: (732) 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, 1998
- -----------------------                            -----------------------------
Common Stock, par value                                      18,266,898
   $.001 per share

<PAGE>

PART I.   FINANCIAL INFORMATION
- -------------------------------

ITEM 1.   FINANCIAL STATEMENTS
          --------------------

     The accompanying  consolidated  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, 1998.

     Moreover, these consolidated 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  consolidated
financial statements at, and for the fiscal year ended January 31, 1998.

     The results for the three months  ended April 30, 1998 are not  necessarily
indicative of the results for the entire fiscal year.  Multi  Solutions,  Inc. (
the  "company")  owns 55.4% of Multi Soft,  Inc's common  stock.  The  companies
financial  statements are consolidated with Multi soft and its other subsidiary,
NetCast, Inc. which is currently in the development stage.

<PAGE>

MULTI SOLUTIONS,INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 30, 1998 and January 31 1998


                                                         30-Apr          31-Jan
                                                           1998            1998
                                                      Unaudited
                                                    -----------     -----------
ASSETS
CURRENT ASSETS
     Cash                                           $        --     $    29,524
     Accounts Receivable (net of allowance
      of  $29,086 and $29,086 respectively)             132,196          58,635
     Prepaid expenses and other current assets           37,799          20,799
                                                    -----------     -----------
                                                        169,995         108,958

FURNITURE AND EQUIPMENT
     Research and Development Equipment & Software       63,526          63,526
     Office furniture and other equipment                20,474          20,474
                                                    -----------     -----------
                                                         84,000          84,000
     Less: Accumulated Depreciation                     (12,461)        (10,952)
                                                    -----------     -----------
                                                         71,539          73,048

Organizational costs                                      2,415           2,415
      Less: Accumulated Amorization                        (605)           (484)
                                                    -----------     -----------
                                                          1,810           1,931
OTHER ASSETS
     Capitalized software development costs           1,419,567       1,716,121
     Less accumulated amortization                     (616,276)       (939,942)
                                                    -----------     -----------
                                                        803,291         776,179

      Intangibles                                           200             200
                                                    -----------     -----------

                                                    $ 1,046,835     $   960,316
                                                    ===========     ===========
<PAGE>

MULTI  SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 30, 1998 and January 31 1998

<TABLE>
<CAPTION>
                                                                        30-Apr          31-Jan
                                                                          1998            1998
                                                                     Unaudited
                                                                   -----------     -----------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
<S>                                                                <C>             <C>        
     Loan payable to bank                                          $    13,610     $    16,338
     Note Payable                                                        9,549          11,339
     Accrued payroll                                                    71,434          20,080
     Payroll and other taxes payable                                    17,803          32,755
     Accounts Payable                                                  185,455         167,269
     Accrued officer compensation                                      203,056         153,057
     Deferred Revenues                                                 153,465         191,820
                                                                   -----------     -----------
                                                                       654,372         592,658

     Deferred compensation due officer /shareholders                   631,605         631,605

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 40,000,000 shares
      $.001 par value, issued and outstanding                           18,267          18,267
     18,266,898 April 30(1998) and 18,266,898 January 31 (1998)
     Additional paid-in capital,                                     8,643,850       8,643,517
      Minority Interest                                                 88,027          87,821
     Accumulated deficit                                            (8,989,286)     (9,013,552)
                                                                   -----------     -----------
                                                                      (239,142)       (263,947)

                                                                   $ 1,046,835     $   960,316
                                                                   ===========     ===========
</TABLE>

<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Quarters ended April 30, 1998 and 1997

                                                        Three Months Ended
                                                             April 30,

                                                           1998            1997
                                                   ------------    ------------
REVENUES
      License fees                                 $     77,112    $     30,369
      Maintenance fees                                  152,264         203,660
      Consulting and Other fees                              --          24,790
                                                   ------------    ------------

        Total revenues                                  229,376         258,819

EXPENSES
      Software development and technical support         46,155          64,646
      Selling and administrative                        160,336         193,772
                                                   ------------    ------------

        Total expenses                                  206,491         258,418
                                                   ------------    ------------

        Income  from operations                          22,885             401

OTHER EXPENSE
      Interest Expense                                      620             654
                                                   ------------    ------------

        Total other expense                                 620             654
                                                   ------------    ------------

        Net Income  (Loss)                         $     22,265    $       (253)
                                                   ============    ============

        Weighted average shares outstanding          18,266,898      18,016,598
                                                   ============    ============

        Income per share                                 a               a
                                                   ============    ============

(a) less then $.01 per share

<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarters ended April 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       April 30,

                                                                    1998          1997
                                                                --------     ---------
<S>                                                             <C>          <C>       
Cash flows from operating activities                            $ 22,265     $    (253)
      Net Income (Loss)
      Adjustments to reconcile net income (loss) to net cash
           provided by operating activities
      Depreciation and amortization                               47,785        72,752
      Changes in assets and liabilities
        Accounts receivable                                      (73,561)     (124,828)
        Prepaid expenses and other current assets                (17,000)       (4,000)
        Accrued payroll                                           51,354        27,891
        Payroll and other taxes payable                          (14,952)       (8,724)
        Note Payable                                              (1,790)       (1,998)
        Accounts payable and accrued expenses                     18,186        (9,289)
        Accrued officer compensation                              49,999        33,334
        Deferred revenues                                        (38,355)       64,118
                                                                --------     ---------

               Net cash provided  by operating activities         43,931        49,003

Cash flows from investing activities
      Capitalized software development costs                     (73,267)      (55,173)
                                                                --------     ---------

               Net cash used in investing activities             (73,267)      (55,173)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements      (2,728)       (3,845)
      Increase in Minority Interest                                2,207        (1,526)
      Amortization of Stock Grants                                   333           334
                                                                --------     ---------

               Net cash used by financing activities                (188)       (5,037)
                                                                --------     ---------

               NET INCREASE (DECREASE) IN CASH                   (29,524)      (11,207)

Cash at beginning of year                                         29,524        13,575
                                                                --------     ---------

Cash at end of year                                             $     --     $   2,368
                                                                ========     =========
</TABLE>

<PAGE>

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          ----------------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

Results of Operations
- ---------------------

Three months ended April 30, 1998 compared to three months ended April 30, 1997
- -------------------------------------------------------------------------------

     Revenues for the current three months of fiscal year 1998 decreased $29,443
or 11.4% compared with the comparable  period of the prior year. The decrease in
revenues for the three month period is primarily  attributable  to a decrease in
maintenance   revenues  and  consulting  fees  of  $76,186  or  33.3%.  This  is
attributable to cancellations of maintenance  agreements with customers of Multi
Soft whom have been paying for monthly maintenance and support.  The decrease is
partially  offset by an  increase  in  license  fees in the amount of $46,743 or
154.1%. This increase is primarily attributed to a significant sale that ocurred
in the first quarter of the current  year.

     Operating  expenses as a percent of revenues for the three month period was
90%  compared  with  99.8% for the  comparable  period of the  prior  year.  The
decrease  in the three  month  period is a result of a decrease  in Selling  and
Administrative  expenses of 33,082 or 17%. This  reduction is primarily a result
of the  inactivity of the companys  other  subsidiary  coupled with an effort by
management to reduce certain expenses such as legal fees,  outside marketing and
outside consulting.  Also, software development  decreased for the current three
month period in the amount of $18,491 or 28.6%.  The  reduction is attributed to
zero  amortization  for the  capitalized  values  of  fical  98 and the  current
quarter.  Amortization of the capitalized values for fiscal 98 and for the first
quarter of the current year have not been  expensed  because  during that period
Multi Soft has been developing a new product that is not ready for sale.

The operating  income,  before other income (expense) of $22,885 for the current
three month period increased  $22,484 compared with the comparable period of the
prior year.

For the  current  three  month  period,  a net  income of $22,265  was  incurred
compared with a net loss of $253 a increase of $22,518.

Major Customers
- ---------------

     In the first three months of 1998, IBM accounted for 20% of total revenues.
In the first three months of 1997, IBM accounted for 29% of total revenues.

Liquidity and Capital Resources
- -------------------------------

     At April 30, 1998, the Company had a negative  working capital  position of
($484,377)  and  has  been  experiencing  cash  flow  problems.  The  cash  flow
deficiency derives from certain  outstanding  receivable that remain uncollected
coupled with normal fluctuations in sales.

<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, the company's 55.4% 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.  During the summer Multi Soft
plans to introduce a new product which extends its present product line into the
internet.

     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.  As of November  1996,  the
contract  with IBM was extend  for two more  years and IBM is paying  Multi Soft
monthly maintenance and 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 Multi Soft 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.

Year 2000
- ---------

     Many companies systems  experience  problems handling dates beyond the year
1999. The companies products are not directly impacted by this problem.

In particular,  year 2000 issues are  transparent to WCL. WCL simply  transports
data between the 3270/5250  presentation space and the client  application.  WCL
does no formatting of any data,  including dates.  This is handled by the client
developement  tool such as VB,PB and VC++.  Therefore,  Year 2000 issues must be
addressed by these development tools, not WCL.

In addition,  The Company's INFRONT and QuickFRONT product have built in support
for the Year 2000.  Any date  functions  that use 2 positions for the year,  the
SETUPSL command can be used to handle the year 2000.

<PAGE>

Effect of Inflation
- -------------------

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


Cautionary Statement
- --------------------

This Form 10-KSB contains certain  forward-looking  statements regarding,  among
other things,  the anticipated  financial and operating  results of the company.
For this purpose, forward-looking statements are any statements contained herein
that are not statements of historical fact and include,  but are not limited to,
those   preceded  by  or  that   include  the  words,   "believes,"   "expects,"
"anticipated,"  or  similar  expressions.  In  connection  with the safe  harbor
provisions of the Private Securities  Litigation Reform act of 1995, the Company
is including this cautionary statement  identifying important factors that could
cause the company's actual results to differ  materially from those projected in
forward looking statements made by, or on behalf of, the company. These factors,
many of which are beyond the control of the  company  and include the  Company's
ability to, (I) continue as a going concern,  (ii) continue to receive royalties
from its existing licensing and consulting  arrangements(iii) develop additional
marketable software and technology, (iv) compete with larger, better capitalized
competitors, and reverse ongoing liquidity and cash flow problems.

<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

               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.

Date June 2, 1998
                                By:
                                    ----------------------------------------
                                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-31-1998
<PERIOD-END>                             APR-30-1998
<CASH>                                             0
<SECURITIES>                                       0
<RECEIVABLES>                                132,196
<ALLOWANCES>                                  29,086
<INVENTORY>                                        0
<CURRENT-ASSETS>                             169,995
<PP&E>                                        84,000
<DEPRECIATION>                                12,461
<TOTAL-ASSETS>                             1,046,835
<CURRENT-LIABILITIES>                        649,962
<BONDS>                                            0
                              0
                                        0
<COMMON>                                      18,267
<OTHER-SE>                                   239,142
<TOTAL-LIABILITY-AND-EQUITY>               1,046,835
<SALES>                                       77,112
<TOTAL-REVENUES>                             229,376
<CGS>                                              0
<TOTAL-COSTS>                                      0
<OTHER-EXPENSES>                                 620
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                               620
<INCOME-PRETAX>                               22,265
<INCOME-TAX>                                       0
<INCOME-CONTINUING>                           22,265
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                  22,265
<EPS-PRIMARY>                                      0
<EPS-DILUTED>                                      0
        

</TABLE>


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