MULTI SOLUTIONS INC
10QSB, 1999-07-15
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, 1999

                                       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, 1999
- -----------------------                            -----------------------------
Common Stock, par value                                      18,813,398
    $.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, 1999.

     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, 1999.

     The results for the three months  ended April 30, 1999 are not  necessarily
indicative of the results for the entire fiscal year.  Multi  Solutions,  Inc. (
the  "company")  owns 52% 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 ,1999 and January 1999

<TABLE>
<CAPTION>
                                                          1999            1999
                                                      -----------     -----------
ASSETS
CURRENT ASSETS
<S>                                                   <C>             <C>
     Cash                                             $    20,276     $    18,420
     Accounts Receivable (net of allowance
       of $43,783 and $43,783 respectively)               124,705         132,316
     Prepaid expenses and other current assets              9,676          13,385
                                                      -----------     -----------
                                                          154,657         164,121
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                       (17,579)        (16,780)
                                                      -----------     -----------
                                                           66,421          67,220

Organizational costs                                        2,415           2,415
      Less: Accumulated Amorization                        (1,135)           (968)
                                                      -----------     -----------
                                                            1,280           1,447
OTHER ASSETS
     Capitalized software development costs             1,344,122       1,607,505
     Less accumulated amortization                       (542,398)       (809,915)
                                                      -----------     -----------
                                                          801,724         797,590

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

                                                      $ 1,024,282     $ 1,030,578
                                                      ===========     ===========
</TABLE>

<PAGE>

MULTI  SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April  30, 1999 and January 31, 1999

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS'                               1999            1999
DEFICIENCY                                              -----------     -----------
CURRENT LIABILITIES
<S>                                                     <C>             <C>
     Loan payable to bank                               $        --     $       796
     Note Payable                                             6,565           6,565
     Accrued payroll                                         19,265              --
     Payroll and other taxes payable                         28,096          19,480
     Accounts Payable                                       181,430         196,416
     Accrued officer compensation                           231,390         198,057
     Deferred Revenues                                      160,327         187,648
                                                        -----------     -----------
                                                            627,073         608,962

     Deferred compensation due officer /shareholders        586,605         586,605

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 40,000,000 shares
      $.001 par value, issued and outstanding                18,814          18,814
     18,813,398 (1999) and 18,813,398 (1999)
     Additional paid-in capital,                          8,663,240       8,661,197

     Accumulated deficit                                 (8,871,450)     (8,845,000)
                                                        -----------     -----------
                                                           (189,396)       (164,989)

                                                        $ 1,024,282     $ 1,030,578
                                                        ===========     ===========
</TABLE>

<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED  STATEMENTS OF OPERATIONS
Period Ended April 30, 1999 and April 30, 1998

                                                        1999            1998
                                                    ------------    ------------
REVENUES
      License fees                                  $     59,724    $     77,112
      Maintenance fees                                   113,537         152,264
      Consulting and Other fees                           15,518              --
                                                    ------------    ------------
            Total revenues                               188,779         229,376

EXPENSES
      Software development and technical support          57,192          46,155
      Selling and administrative                         164,598         160,336
                                                    ------------    ------------

            Total expenses                               221,790         206,491
                                                    ------------    ------------

            Income (loss)  from operations               (33,011)         22,885

OTHER INCOME (EXPENSE)
      Other Revenues                                          --              --
      Interest Expense                                        --             620
                                                    ------------    ------------
            Total other income                                --             620

            Net Income (Loss)                       $    (33,011)   $     22,265
                                                    ============    ============

            Weighted average shares outstanding       18,813,398      18,266,898
                                                    ============    ============

            Income (Loss) per share                            a               a
                                                    ============    ============

(a)  less then $.01 per share

<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period ended April 30, 1999 and  April 1998

<TABLE>
<CAPTION>
                                                                     1999            1998
                                                                 -----------     -----------
Cash flows from operating activities
<S>                                                              <C>             <C>
      Net Income                                                 $   (33,011)    $    22,265
      Adjustments to reconcile net income (loss) to net cash
           provided by operating activities
      Depreciation and amortization                                   57,596          47,785
      Common stock issued to Solutions
      Changes in assets and liabilities
            Accounts receivable                                        7,611         (73,561)
            Prepaid expenses and other current assets                  3,709         (17,000)
            Accrued payroll                                           19,265          51,354
            Payroll and other taxes payable                            8,616         (14,952)
            Note Payable                                                  --          (1,790)
            Accounts payable and accrued expenses                    (14,986)         18,186
            Accrued officer compensation                              33,333          49,999
            Deferred revenues                                        (27,321)        (38,355)
                                                                 -----------     -----------

                   Net cash provided  by operating activities         54,812          43,931

Cash flows from investing activities
      Capital expenditures
      Capitalized software development costs                         (60,928)        (73,267)
                                                                 -----------     -----------

                   Net cash used in investing activities             (60,928)        (73,267)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements            (796)         (2,728)
      Losses in excess of investment in subsidiaries                   6,725           2,207
      Amorization of Stock Grants                                      2,043             333
      Issuance of capital stock                                           --              --
                                                                 -----------     -----------

                   Net cash provided by financing activities           7,972            (188)
                                                                 -----------     -----------

                   NET INCREASE (DECREASE) IN CASH                     1,856         (29,524)

Cash at beginning of year                                             18,420          29,524
                                                                 -----------     -----------

Cash at end of year                                              $    20,276     $        --
                                                                 ===========     ===========
</TABLE>

<PAGE>

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

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

Three months ended April 30, 1999 compared to three months ended April 30, 1998
- -------------------------------------------------------------------------------

     Revenues for the current three months of fiscal year 1999 decreased $40,597
or 17.7% 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 of $56,115 or 24.5%. 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 Consulting and Other Fees.

     Operating  expenses as a percent of revenues for the three month period was
117.5%  compared  with 90.0% for the  comparable  period of the prior year.  The
higher level of expenses in the current three month  period,  in addition to the
lower level of revenues  for the current  three month  period  accounts  for the
percentage  increase.  The  increase in the three month  period is a result of a
increase in Selling and Administrative expenses of 4,262 or 2.7%. Also, software
development  increased  for the  current  three  month  period in the  amount of
$11,037 or 24%. The increase is  attributed  amortization  of capital costs that
were not amortized in the prior period but were amortized in the current period.

The  operating  income loss,  before other income  expense of $(30,011)  for the
current three month period decreased $55,896 compared with the comparable period
of the prior year.

For the  current  three month  period , a net loss of  $(30,011)  was  incurred,
compared with a net income of $22,265 of a decrease of $55,276.

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

     In the first three months of 1999, IBM accounted for 11% of total revenues.
In the first three months of 1998, IBM accounted for 20% of total revenues.

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

     At April 30, 1999, the Company had a negative  working capital  position of
($472,416)  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.

     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 52.% 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

<PAGE>

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 theYear 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 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.


Date June 22, 1999
                                   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-31-1999
<PERIOD-END>                         APR-30-1999
<CASH>                                    20,276
<SECURITIES>                                   0
<RECEIVABLES>                            124,705
<ALLOWANCES>                             (43,783)
<INVENTORY>                                    0
<CURRENT-ASSETS>                         154,657
<PP&E>                                    84,000
<DEPRECIATION>                           (17,579)
<TOTAL-ASSETS>                         1,024,449
<CURRENT-LIABILITIES>                    636,186
<BONDS>                                        0
<COMMON>                                  18,814
                          0
                                    0
<OTHER-SE>                              (198,342)
<TOTAL-LIABILITY-AND-EQUITY>           1,024,449
<SALES>                                   59,724
<TOTAL-REVENUES>                         188,778
<CGS>                                          0
<TOTAL-COSTS>                             57,192
<OTHER-EXPENSES>                         173,711
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                           33,011
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                       33,011
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                              33,011
<EPS-BASIC>                                  0
<EPS-DILUTED>                                  0


</TABLE>


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