SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 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 October 31, 1998 ----- ------------------------------- Common Stock, par value 18,548,398 $.001 per share 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 nine months ended October 31, 1998. The financial statements are presented on a consolidated basis, with Multi Soft, Inc a 53.6% owned subsidiary and NetCast ,Inc a 75% owned subsidiary. 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, 1998. The results reflected for the three and nine months ended October 31, 1998 are not necessarily indicative of the results for the entire fiscal year. 1 MULTI SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS October 31, January 31, 1998 1998 (Unaudited) ----------- ----------- ASSETS CURRENT ASSETS Cash $ 2,302 $ 29,524 Accounts receivable (net of allowance of $19,058 and $20,086 respectively) 109,736 58,635 Prepaid expenses and other current assets 56,999 20,799 ----------- ----------- 169,037 108,958 FURNITURE AND EQUIPMENT Research and development equipment 63,526 63,526 Office furniture and other equipment 20,474 20,474 ----------- ----------- 84,000 84,000 Less: Accumulated Depreciation (15,460) (10,952) ----------- ----------- 68,540 73,048 Capitalized Organizational costs Less: Accumulated Amortization 2415.25 2,415 (847) (484) ----------- ----------- 1,568 1,931 OTHER ASSETS Capitalized software development costs 1,543,938 1,716,121 Less accumulated amortization (717,782) (939,942) ----------- ----------- 826,156 776,179 Intangibles 200 200 ----------- ----------- $ 1,065,501 $ 960,316 =========== =========== 2 MULTI SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS October 31, January 31, 1998 1998 (Unaudited) ----------- ----------- LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Loan payable to bank $ 5,174 $ 16,338 Note Payable 6,565 11,339 Accrued payroll 71,579 20,080 Payroll and other taxes payable 21,583 32,755 Accounts Payable 174,435 167,269 Accrued officer compensation 240,555 153,057 Deferred Revenues 125,833 191,820 ----------- ----------- 645,724 592,658 Deferred compensation due officer/shareholders 631,605 631,605 STOCKHOLDERS' DEFICIENCY Common stock,$.001 par value authorized 40,000,000 issued and outstanding: 18,548,398 and 18,266,898 respectivley 18,548 18,267 Additional paid-in capital net of deferred compensation, 8,649,159 8,643,517 Minority interest 88,340 87,821 Accumulated deficit (8,967,875) (9,013,552) ----------- ----------- (211,828) (263,947) $ 1,065,501 960,316 =========== =========== 3 MULTI SOLUTIONS, INC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Nine Months Ended Three Months Ended October 31, October 31, 1998 1997 1998 1997 ------------ ------------ ------------ ------------ REVENUES License fees $ 213,865 $ 162,409 $ 120,226 $ 77,495 Maintenance fees 425,230 525,781 130,652 151,448 Consulting and other fees 6,336 83,629 1,096 33,784 ------------ ------------ ------------ ------------ Total revenues 645,431 771,819 251,974 262,727 EXPENSES Software development and technical support 147,661 236,670 55,351 80,123 Selling and administrative 476,613 540,843 138,564 168,700 ------------ ------------ ------------ ------------ Total expenses 624,274 777,513 193,915 248,823 ------------ ------------ ------------ ------------ Income (Loss) from operations 21,157 (5,694) 58,059 13,904 OTHER EXPENSE Other Revenue 16,349 11,112 Interest Expense (1,022) (1,923) (133) (632) ------------ ------------ ------------ ------------ Total other revenue 15,327 (1,923) 10,979 (632) NET INCOME (LOSS) $ 36,484 $ (7,617) $ 69,038 $ 13,272 ============ ============ ============ ============ Weighted average shares outstanding 18,454,556 18,072,451 18,548,398 18,266,898 ============ ============ ============ ============ Loss per share NIL NIL NIL NIL ============ ============ ============ ============ 4 MULTI-SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended October, 31 1998 1997 --------- --------- Cash flows from operating activities Net loss $ 36,484 $ (7,617) Adjustments to reconcile net Income (loss) to net cash provided by operating activities Depreciation and amortization 152,532 245,846 Changes in assets and liabilities (Increase) decrease in accounts receivable (51,101) (66,916) Increase in prepaid expenses and other current assets (36,200) (24,954) Increase (decrease) in accrued payroll 51,499 51,656 (Decrease) in payroll and other taxes payable (11,172) (10,020) Decrease in Note Payable (4,774) (3,479) Increase (decrease) in accounts payable and accrued expenses 7,166 14,155 (Decrease) increase in accrued officer compensation 87,498 108,872 Increase (decrease) in deferred revenues (65,987) (44,787) --------- --------- Net cash provided by operating activities 165,945 262,756 Cash flows from investing activities Capitalized Research & Developement -- (50,000) Capitalized software development costs (197,638) (206,904) --------- --------- Net cash used in investing activities (197,638) (256,904) Cash flows from financing activities Net repayments under loan and line of credit ageements (11,164) (4,521) ( Decrease) increase in Minority interest 9,712 (17,756) Issuance of Common Stock 5,923 51,000 --------- --------- Net cash provided by In financing activities 4,471 28,723 NET INCREASE (DECREASE) IN CASH (27,222) 34,575 Cash at beginning of year 29,524 13,575 Cash at end of year $ 2,302 $ 48,150 ========= ========= 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ---------------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- Results of Operations - --------------------- Nine and three months ended October 31, 1998 compared to nine and three months - -------------------------------------------------------------------------------- ended October 31, 1997 - ---------------------- Revenues of $645,431 for the current nine months of fiscal year 1998 decreased $126,388 or 16.4% compared with the comparable period of the prior year. Revenues of $251,974 for the three month period ending October 31, 1998 decreased $10,753 compared with the comparable period of the prior year. The decrease in revenues for the current nine month period is attributable to advance royalty payments from a major customer that occured in the prior period and did not reoccur in the current period. Operating expenses as a percent of revenues for the nine month period was 97% compared with 101% for the comparable nine month period of the prior year. Operating expense as a percent of revenues for the current three month period was 77% compared with 95% for the prior year. The decrease in operating expenses as a percent of revenues for the current three months was primarily attributable to a curtailment of legal, accounting and outside consulting fees. Operating income , before other income (expense) of $21,157 for the current nine month period increased $26,851 compared with the comparable period of the prior year. For the current three month period operating income, before other expense increased $44,155. For the current nine month period , a net income of $36,484 was incurred compared with a net loss of $7,617 an increase of $44,101. For the current three month period a net income of $69,038 compared with net income from the prior period of $13,272 represents an increase of $55,766. Multi Solutions issued 75,000 shares of common stock to certain parties in lieu of indebtedness in the amount of $3,750. On August 18, 1997, Multi Solutions sold 250,000 shares of its common stock to investors, all of whom were accredited investors within the meaning of Rule 501 of Regulation D, for $50,000. Based upon the limited nature of the offering and the accredited status of the offerees, the offering qualifies for an exemption from registration under section 4(2) of the Securities Act of 1933, as amended. Major Customers - --------------- In the first nine months of 1998, IBM accounted for 20.9% of total revenues. In the first nine months of 1997, IBM accounted for 26.24% of total revenues. Liquidity and Capital Resources - ------------------------------- 6 At October 31, 1998, the Company had a negative working capital position of $476,687 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 53.6% owned subsidiary, Multi Soft Inc. broadened its product base into the Windows NT environment and has made its Windows based products easier to learn and use. 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. As of November 1996, the contract with IBM was extended for two more years and IBM is paying Multi Soft monthly maintenance and royalties. The above contract,as of November 1, 1998 has been canceled. But, Multi Soft is in the process of negotiating an extension to the contract, however , no assurance can be made. 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. 7 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 development 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. Effect of Inflation - ------------------- Management believes that inflation has not had a material effect on its operations for the periods presented. 8 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. 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 9 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: December 08,1998 By:______________________________ Charles J. Lombardo, Chief Executive Officer, Chief Financial Officer and Treasurer