MULTI SOFT INC
10QSB, 1995-10-06
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended July 31, 1995

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from _________ to

Commission File Number:   0-15976


                                 MULTI SOFT, INC
         (Exact name of small business issuer as specified in its charter)

         NEW JERSEY                                            22-2588030
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

              4262 US Route 1, Monmouth Junction, New Jersey 08852
                    (Address of principal executive offices)

Issuer's telephone number, including area code:   (908) 329-9200


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                   Yes   [X}          No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

          Class                               Outstanding at July 31, 1995
- -----------------------                       ----------------------------
Common Stock, par value                                 9,983,979
    $.001 per share


<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

     The  accompanying  financial  statements  are  unaudited  for  the  interim
periods,  but  include  all  adjustments  (consisting  only of normal  recurring
accruals)  which  management  considers  necessary for the fair  presentation of
results for the six and three months ended July 31, 1995.

     Moreover,  these  financial  statements do not purport to contain  complete
disclosure in conformity  with  generally  accepted  accounting  principles  and
should be read in conjunction with the Company's  audited  financial  statements
at, and for the fiscal year ended January 31, 1995.

     The results  reflected for the six and three months ended July 31, 1995 are
not necessarily indicative of the results for the entire fiscal year.


<PAGE>


MULTI SOFT, INC.
a 50.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS



                                                        July 31,     January 31,
                                                            1995            1995
                                                     (Unaudited)
                                                     -----------    -----------
ASSETS
CURRENT ASSETS
     Cash                                            $    77,328    $      --
     Accounts Receivable (net of allowance
      of $10,807 and $37,063 respectively)                32,422         95,791
     Prepaid expenses and other current assets            30,524         17,310
                                                     -----------    -----------
                                                         140,274        113,101


FURNITURE AND EQUIPMENT
     Research and Development Equipment                  259,907        259,907
     Office furniture and other equipment                 10,052         10,052
                                                     -----------    -----------
                                                         269,959        269,959
     Less: Accumulated Depreciation                     (265,270)      (263,693)
                                                     -----------    -----------
                                                           4,689          6,266


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

     Due from Solutions                                  240,485        256,912
                                                     -----------    -----------

                                                     $ 1,127,898    $ 1,103,190
                                                     ===========    ===========


<PAGE>

MULTI SOFT, INC.
a 50.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS


                                                        July 31,     January 31,
                                                            1995            1995
                                                     (Unaudited)
                                                     -----------    -----------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
  Loan payable to bank                               $    47,604    $    53,729
  Accrued payroll                                         77,323         31,190
  Payroll and other taxes payable                         73,093         78,607
  Accounts Payable                                       342,475        375,169
  Deferred compensation due officer/shareholders         466,659        346,713
  Accrued officer compensation                           245,537        152,246
  Deferred Revenues                                      244,952        289,391
  Loans from Officers                                      1,400         22,000
                                                     -----------    -----------
                                                       1,499,043      1,349,045
                                                    
  DEFERRED REVENUES - net of current portion              29,453        200,885
                                                     -----------    -----------
                                                    
                                                    
                                                    
STOCKHOLDERS' DEFICIENCY                         
  Common stock, authorized 30,000,000 shares     
    $.001 par value, issued and outstanding       
    9,983,979 respectively                                 9,984          9,984
  Additional paid-in capital, net of deferred          5,533,915      5,533,816
    compensation $447 and $2,150 respectively         (5,944,497)    (5,990,540)
                                                     -----------    -----------
  Accumulated deficit                                   (400,598)      (446,740)
                                                     -----------    -----------
                                                 
                                                     $ 1,127,898    $ 1,103,190
                                                     ===========    ===========


<PAGE>


MULTI SOFT, INC
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>

                                                                        Six Months Ended                    Three Months Ended
                                                                           July 31,                             July 31,
                                                                      1995             1994               1995              1994
                                                                  -----------       -----------       -----------       -----------
<S>                                                               <C>               <C>               <C>               <C>        
REVENUES
      License fees                                                $   388,146       $    63,698       $   245,088       $    27,804
      Maintenance fees                                                280,763            70,760           151,906            57,614
      Consulting and Other fees                                        12,195            22,047             9,906            17,488
                                                                  -----------       -----------       -----------       -----------
              Total revenues                                          681,104           156,505           406,900           102,906

EXPENSES
      Software development and technical support                      153,391           268,229            78,921           173,400
      Selling and administrative                                      479,049           354,878           238,809           104,303
                                                                  -----------       -----------       -----------       -----------

              Total expenses                                          632,440           623,107           317,730           277,703
                                                                  -----------       -----------       -----------       -----------

              Income (Loss) from operations                            48,664          (466,602)           89,170          (174,797)

OTHER (EXPENSE)
      Interest Expense                                                 (2,621)           (2,529)           (1,638)           (1,465)
      Special discount granted to investors                                             (28,215)
                                                                  -----------       -----------       -----------       -----------

              Total other (expense)                                    (2,621)          (30,744)           (1,638)           (1,465)

              NET INCOME (LOSS)                                    $   46,043       $  (497,346)      $    87,532       $  (176,262)
                                                                  ===========       ===========       ===========       ===========

              Weighted average shares outstanding                   9,189,000         8,618,865         9,189,000         8,844,868
                                                                  ===========       ===========       ===========       ===========


              Income (Loss) per share                             $      --         $     (0.05)      $      0.01       $     (0.01)
                                                                  ===========       ===========       ===========       ===========
</TABLE>


<PAGE>


MULTI SOFT, INC.
STATEMENTS OF CASH FLOWS
(Unaudited) 
<TABLE>
<CAPTION>

                                                                                                               Six  Months
                                                                                                               Ended July 31,
                                                                                                        1995                 1994
                                                                                                     ---------            ---------

<S>                                                                                                  <C>                  <C>       
Cash flows from operating activities 
      Net Income (loss)                                                                              $  46,043            $(320,998)
      Adjustments to reconcile net Income (loss) to net cash
           provided (used) by operating activities
      Depreciation and amortization                                                                    164,096               60,858
      Common stock issued as compensation to employees                                                    --                  9,000
      Discount to investors                                                                               --                 28,215

      Changes in assets and liabilities
         Due to/from Multi Solutions                                                                  16,427               26,701
         (Increase) decrease in accounts receivable                                                     63,369               96,438
         Decrease in prepaid expenses and other current assets                                         (13,214)              (4,282)
         Increase (decrease) in accrued payroll                                                         46,133                 --
         (Decrease) in payroll and other taxes payable                                                  (5,514)                --
         Increase (decrease) in accounts payable and accrued expenses                                  (32,694)              22,408
         (Decrease) increase in accrued officer compensation                                            93,291              (34,460)
         Increase in Deferred Compensation                                                            119,946                 --
         Increase (decrease) in deferred revenues                                                      (44,439)              84,403
         Increase (decrease) in long term deferred revenues                                           (171,432)
                                                                                                     ---------            ---------

                Net cash provided (used) by operating activities                                       282,012              (31,717)


Cash flows from investing activities

      Capitalized software development costs                                                          (178,058)             (93,441)
                                                                                                     ---------            ---------

                Net cash used in investing activities                                                 (178,058)             (93,441)


Cash flows from financing activities
      Net repayments under loan and line of credit ageements                                            (6,125)              33,614
      Payment of line of credit                                                                        (20,600)
      Amortization of Stock Grants                                                                          99               91,544
                                                                                                     ---------            ---------


                Net cash provided by (used) In financing activities                                   (26,626)             125,158


                NET INCREASE (DECREASE) IN CASH                                                         77,328                    0
                                                                                                        ------            ---------

Cash at beginning of year                                                                                    0                    0
                                                                                                        ------             ---------

Cash at end of year                                                                                  $  77,328            $    --
                                                                                                     =========            =========
</TABLE>


<PAGE>


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

Results of Operations

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

Revenues  for the current six months of fiscal year 1995  increased  $524,599 or
335.1% compared with the comparable  period of the prior year.  Revenues for the
three month period increased $303,994 compared with the comparable period of the
prior year. The increase in revenues is  attributable  to increased  license and
maintenance fees as a result of customer requests for product updates, technical
assistance and support. The current second quarter also reflects the recognition
of 150,000 of the year ended January 31, 1994's Long Term Deferred Revenue.

Operating  expenses as a percent of revenues  for the six month period was 92.8%
compared  with 398.1% for the  comparable  period of the prior  year.  Operating
expense  as a percent  of  revenues  for the  current  three  month  period  was
78.1% compared with 270% for the prior year. The decrease in operating  expenses
as a percent of revenues was primarily attributable to the higher revenue volume
and a reduction in technical support salaries.

The operating  income,  before other income (expense) of $48,665 for the current
six month period increased  $515,266  compared with the comparable period of the
prior year.  Operating  Income,  before other income  (expense)  $89,170 for the
current three month increased  $263,967  compared with comparable  period of the
prior year.

Other income (expense) for the current six month period was ($2,621) as compared
with  ($30,744)  for the  comparable  period of the prior year.  The decrease is
attributable  to the special  discount  granted to  investors  in the prior year
which did not occur in the current period.

For the  current  six month  period, net income of $46,043 or ($.00)  cents per
share was incurred  compared  with a net loss of  ($497,346) or ($.05) cents per
share an increase of $543,389.  For the current three month period, a net income
of  $87,532  or .01  cents  per  share  was  incurred  compared  with a loss  of
($176,262) in the comparable period for the prior year an increase of $263,794.

Major Customers

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

Liquidity and Capital Resources

     At July 31, 1995, the Company had a negative  working  capital  position of
($1,358,769); and has been experiencing cash flow problems.


<PAGE>


     Management of Multi Soft, Inc.  has taken  various  steps to  correct  this
situation.  Overhead  costs  have  been cut  drastically  as a  result  of staff
reductions and curtailment of all outside  marketing and  advertising  costs. In
addition,  senior staff salaries were reduced and executive  officers'  salaries
were partly deferred.  Secondly,  Multi Soft broadened its product base into the
Windows  environment and has made its Windows based products easier to learn and
use.

     Multi Soft has entered into an International  Software Licensing  Agreement
with IBM which  grants IBM the  non-exclusive  rights  and  license to market an
extended  runtime  version of Multi  Soft's WCL product as an IBM logo  product.
This IBM EXTENDED VERSION of Multi Soft's WCL is named IMS Client  Server(TM)for
Windows.  It provides  remote  presentation  support for IMS. Multi Soft and IBM
also have entered into International Marketing Agreements to market Multi Soft's
WCL  Toolkit  under the name IMS Client  Server  Toolkit(TM)  for Windows in the
United States,  Puerto Rico, the Asian Pacific Region,  Europe,  the Middle East
and Africa and Canada.

     In addition,  in September 1994,  Multi Soft entered into an  International
Software Licensing  Agreement with IBM's Personal  Communications  3270 division
("P-Comm").  This  agreement  allows  IBM to logo and  market a P-Comm  specific
version of both the Toolkit and Runtime of Multi Soft's WCL(TM).Pursuant to this
agreement,  the Company will receive a minimum of $75,000 per quarter over a two
year period representing minimum advances against royalties.

     It is Multi Soft's  intent to remain a  technology  provider and search out
multiple  distribution  channels,  rather than to try and grow via an  expensive
direct  sales  force.  This allows the focus to stay on  technology,  with a low
overhead  cost for each  distribution  channel  used.  However,  if the  Company
obtains  additional  funds  from  operations  or  otherwise,  it plans to expand
in-house  marketing  activities  by  advertising  in trade  publications  and by
conducting targeted mailing.

Dividend Policy

     The Company  has not  declared or paid any  dividends  on its common  stock
since its inception and does not anticipate  the  declaration or payment of cash
dividends in the foreseeable future. The Company intends to retain earnings,  if
any, to finance the development  and expansion of its business.  Future dividend
policy will be subject to the  discretion  of the Board of Directors and will be
contingent  upon future  earnings,  if any, the Company's  financial  condition,
capital requirements,  general business conditions and other factors. Therefore,
there can be no assurance that dividends of any kind will ever be paid.

Effect of Inflation

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


<PAGE>


PART II - OTHER INFORMATION

Item 1. Exhibits and Reports on Form 8-K

        (a) Exhibits

            27. Financial Data Schedule

         (b) Reports on Form 8-K


<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registration has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                MULTI SOFT, INC.





Dated: October 3 , 1995

                                   By:  Charles J. Lombardo
                                      ------------------------------------------
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer


<TABLE> <S> <C>

<ARTICLE>                                           5
       
<S>                                                 <C>
<PERIOD-TYPE>                                       6-MOS
<FISCAL-YEAR-END>                                   JAN-31-1996
<PERIOD-END>                                        JUL-31-1995
<CASH>                                                     77,328
<SECURITIES>                                                    0
<RECEIVABLES>                                              43,229
<ALLOWANCES>                                               10,807
<INVENTORY>                                                     0
<CURRENT-ASSETS>                                          140,274
<PP&E>                                                    269,959
<DEPRECIATION>                                            265,270
<TOTAL-ASSETS>                                          1,127,898
<CURRENT-LIABILITIES>                                   1,499,043
<BONDS>                                                         0
<COMMON>                                                    9,984
                                           0
                                                     0
<OTHER-SE>                                               (410,582)
<TOTAL-LIABILITY-AND-EQUITY>                            1,127,898
<SALES>                                                   388,146
<TOTAL-REVENUES>                                          681,104
<CGS>                                                           0
<TOTAL-COSTS>                                             632,440
<OTHER-EXPENSES>                                                0
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                          2,621
<INCOME-PRETAX>                                            46,043
<INCOME-TAX>                                                    0
<INCOME-CONTINUING>                                        46,043
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                               46,043
<EPS-PRIMARY>                                                0.00
<EPS-DILUTED>                                                0.00
        

</TABLE>


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