MULTI SOLUTIONS II, INC - Annual Report: 2008 (Form 10-K)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
[X]
ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended January 31, 2008
OR
[
] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF
THE
SECURITIES
EXCHANGE ACT OF 1934
Commission
File No.
0-12162
MULTI SOLUTIONS,
INC.
(Name of
Small business issuer in its charter)
|
New
Jersey
|
22-2418056
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
|
65
East 55th Street, 2nd Floor, New York, NY
|
10022
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Issuer's
telephone number
|
(212)
451-2254
|
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities 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 o No x
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule12b-2
of the Exchange Act). x
The
Issuer's consolidated revenues for the fiscal year ended January 31, 2008 was:
$NIL
The
aggregate market value of the voting stock held by non-affiliates (1) of the
registrant based on the average of the closing ask ($0.0) and ($0.0) bid price
of such stock, as of October 17, 2008 is $NIL based upon $0.0 multiplied by the
14,701,454 Shares of Registrant's Common Stock held by
non-affiliates.
The
number of shares outstanding of each of the registrant's classes of common
stock, as of January 31, 2008, is 21,096,969 shares, all of one class of $.001
par value Common Stock.
DOCUMENTS
INCORPORATED BY REFERENCE: None
Transitional
Small Business Disclosure Format (check
one): Yes o No
x
PART I
Forward
Looking Statements
This report
contains various forward-looking statements regarding our business, financial
condition, results of operations and future plans and projects.
Although these forward-looking statements reflect the good faith judgment of our
management, such statements can only be based upon facts and factors currently
known to us. Forward-looking statements are inherently subject to risks and
uncertainties, many of which are beyond our control. You should not unduly rely
on these forward-looking statements, which speak only as of the date on which
they were made. We undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, unless required by law.
Item
1. Description of Business
The
Company had nominal operations from 2002 to 2005, and completely discontinued
operations in 2005. The Company may now be deemed to be a blank check
company under Section 419 of the Securities Act of 1933, as
amended. The only prospect for the Company and its subsidiaries is an
acquisition or reverse merger transaction.
The
operations of our current subsidiary Multi Soft, Inc., and former subsidiaries,
FreeTrek.com, Inc. and NetCast, Inc. are discussed below.
Multi
Soft, Inc.
We
incorporated Multi Soft in January 1985 as a wholly owned
subsidiary. As of the date of this report, we own approximately 51.3%
of Multi Soft. However, Multi Soft has debentures outstanding which are
convertible into 31,988,980 shares of
common stock. If the conversion privileges were to be exercised, our percentage
of ownership would decline to approximately 15% and we would no longer control
Multi Soft.
Multi
Soft produced, marketed and maintained the following products:
|
·
|
COMRAD,
which stands for Component Object Model Rapid Application Development, for 32 bit
Windows 95, 98, 2000 and NT;
|
|
·
|
The
Windows Communications Library TM,
commonly referred to as WCL, for Windows 3x, 95, 98 and NT;
and
|
|
·
|
INFRONT
for DOS.
|
Multi
Soft’s product line consisted of tools for the development of client-server,
front-ending, and Internet based applications using a mainframe or an Internet
server.
-1-
FreeTrek.com,
Inc.
We formed
FreeTrek.com, Inc. under the laws of the state of New Jersey in April
1999. FreeTrek was a business to business to consumer affinity group
service company, commonly referred to as a B2B2C affinity group service company,
that was marketing its products and services to businesses, referred to as
sponsors, that want to create an Internet community of their current and future
customers. We discontinued operations of FreeTrek in 2003.
On
January 26, 2007, we sold our entire 45.8% interest to Netfree, Inc., a company
owned by Robert Frome, who is a holder of convertible debentures of the
Company. Accordingly, FreeTrek is no longer consolidated on the
financial statements of the Company. No gain or loss was recognized
from the deconsolidation of this subsidiary. The balance is held by
private investors who provided services and cash to fund the initial software
development and other start-up activities.
NetCast,
Inc.
NetCast,
Inc., was created in 1996 to develop new Internet technologies to create a
series of products and businesses that would extend the power of advertising on
the Internet. On January 26, 2007, we sold our entire 75% interest to
Netfree, Inc., a company owned by Robert Frome who is a holder of convertible
debentures of the Company. Accordingly, NetCast is no longer
consolidated on the financial statements of the Company.
Item
2. Properties.
We have
no property and do not currently maintain an office or any other
facilities. We maintain a mailing address at 65 East 55th Street,
New York, New York 10022, which is the business address of one of our major
shareholders and promoter, Robert L. Frome. We pay no rent for the
use of this mailing address. We do not believe that we will need to
maintain an office at any time in the foreseeable future in order to carry out
our plan of operations described herein.
Item
3. Legal Proceedings.
We are
not presently a party to any material litigation. However, Multi Soft
has been, from time to time, a party to legal actions arising in the normal
course of our business. In the opinion of management, the disposition
of these actions will not have a material effect on our financial position or
results of operations taken as a whole.
As of
October 17, 2008, there is one outstanding judgment against the
Company:
|
o
|
New
York State Department of Taxation and Finance for $1,275 filed on May 24,
2004.
|
As of
October 17, 2008, there are four outstanding judgments against Multi Soft,
Inc.:
-2-
|
o
|
New
York State Department of Taxation and Finance for $13,889 filed on March
26, 2002.
|
|
o
|
New
York State Department of Taxation and Finance for $6,691 filed on April
22, 1994.
|
|
o
|
State
of New Jersey for $5,183.78 filed August 24,
1994.
|
|
o
|
A
commercial service provider for $15,972 filed on March 14,
2003.
|
All of
the above mentioned judgments are reflected in the balance sheets under various
captions in current liabilities.
Item
4. Submission of Matters to a Vote of Security
Holders.
No
matters were submitted to a vote of our security holders during the last quarter
of our fiscal year ended January 31, 2008.
PART
II
Item
5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
Market
Information
We
currently have 21,096,969 shares of common stock issued and
outstanding. Although our common stock trades on the pink sheets
under the symbol MULT.PK, no established market exists. It is
unlikely that a market will develop until the completion of a merger or
acquisition. It is likely if any such trading market developed it
would be on the over the counter markets and be considered a "penny
stock." There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
Holders
There
were approximately 767 holders of record of our common stock, as of October 17,
2008, inclusive of those brokerage firms and/or clearing houses holding our
securities for their clientele (with each such brokerage house and/or clearing
house being considered as one holder).
Dividends
It is
unlikely that the Company will declare or pay cash dividends in the foreseeable
future.
Recent Sales of Unregistered
Securities
None.
-3-
Purchases of Equity
Securities by the Issuer and Affiliated Purchasers
None.
Item
6. Selected Financial Data.
As
a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and
in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure
reporting obligations and therefore are not required to provide the information
requested by this Item 6.
Item
7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
Plan of
Operation
We intend
to seek to acquire assets or shares of an entity actively engaged in business
that generates revenues, in exchange for its securities, although we have no
particular acquisitions in mind and have not entered into any negotiations
regarding such an acquisition. None of our officers, directors, or
affiliates have engaged in any preliminary contact or discussions with any
representative of any other company regarding the possibility of an acquisition
or merger between us and such other company as of the date of this registration
statement.
General Business
Plan
Our
purpose is to seek, investigate and, if such investigation warrants, merge or
acquire an interest in business opportunities presented to us by persons or
companies that desire to seek the perceived advantages of a public reporting
company. We will not restrict our search to any specific business,
industry, or geographical location and we may participate in a business venture
of virtually any kind or nature. This discussion of the proposed
business is purposefully general and is not meant to be restrictive to our
virtually unlimited discretion to search for and enter into potential business
opportunities. We may seek a business opportunity with entities which
have recently commenced operations, or that wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other corporate
purposes. We may acquire assets and establish wholly owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.
Our
executive officers and directors intend to contact a number of broker-dealers,
investment bankers, venture capitalist and other members of the financial
community likely to find us a suitable vehicle capable of meeting the needs of
their clients, associates and contacts. We cannot be sure that these
efforts will in fact result in our being presented with any private companies
seeking to consummate a reverse merger/acquisition transaction. To
date, we have not been approached and have not approached any person or entity
with regard to any specific proposed reverse merger/acquisition
transaction.
-4-
We are
not registered, and we do not propose to register, as an investment company
under the Investment Company Act of 1940. We intend to conduct our business
activities so as to avoid application of the registration and other provisions
of the Investment Company Act of 1940 and the related regulations
thereunder.
Item
8. Financial Statements and Supplementary
Data.
Our complete financial statements are included following the signature page to
this Form 10-K.
Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosures.
There
have been no disagreements with our independent accountants with respect to
accounting and/or financial disclosure, during the past two fiscal years. We
changed our independent accounting firm effective with the fiscal year ended
January 31, 2003. Our auditing firm is Moore and Associates,
Chartered.
Item
9A(T). Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
Based on
management’s evaluation (with the participation of our Chief Executive Officer
(“CFO”) and Chief Financial Officer (“CFO”)), as of the end of the period
covered by this report, our CEO and CFO have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are not
effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in SEC rules and forms, and is accumulated and communicated to management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
Management Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted
accounting principles.
Management
assessed our internal control over financial reporting as of January 31, 2008,
the end of our fiscal year. Management based its assessment on criteria
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Management’s assessment
included evaluation of elements such as the design and operating effectiveness
of key financial reporting controls, process documentation, accounting policies,
and our overall control environment.
-5-
Based on
our assessment, management has concluded that our internal control over
financial reporting was not effective as of the end of the fiscal year to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external reporting purposes in
accordance with U.S. generally accepted accounting principles. Our management
has concluded that we have material weaknesses in our internal control over
financial reporting.
A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. Management
identified the following material weaknesses as of January 31,
2008.
We
have no full-time employees, and minimal cash reserves
We do not
have any full-time employees. Our directors and officers devote time to our
affairs on an "as needed" basis, but less than 20 hours per month. We also have
minimal cash reserves. As a result, our ability to coordinate and
timely review and file financial reports may not be adequate.
Independent
Board of Directors or Audit Committee
We do not
have an independent board of directors or audit committee to oversee our
internal control over financial reporting.
This
report does not include an attestation report of our registered public
accounting firm regarding our internal controls over financial reporting. The
disclosure contained under this Item 9A was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit us to provide only the disclosure under this Item 9A in this
Report.
Changes in Internal Control
Over Financial Reporting
There
were no changes to our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
Item
9B. Other Information.
None.
-6-
PART
III
Item
10. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section
16(a) of the Exchange Act.
Our executive officers and directors are as follows:
Name Age Position
Jerome
Goubeaux 39 President
and Director
Ken
Roberts 70
Secretary and Director
Our
directors and officers will devote time to our affairs on an "as needed" basis,
but less than 20 hours per month. As a result, the actual amount of
time that they will devote to our affairs is unknown and is likely to vary
substantially from month to month.
Biographies
Jerome Goubeaux has
served as our president and director since December 2004. Since 2005,
he has served as president and director of Multi Solutions, Inc., a New Jersey
blank check company, and its subsidiary Multi Soft, Inc. Since 1999,
Mr. Goubeaux has been president of Bankstreet, Inc., a video advertising
company. Prior to that, he worked in institutional sales for several
large financial firms. In 1991, Mr. Goubeaux graduated from
Swarthmore College in Pennsylvania with a B.A.
Ken Roberts has
served as our secretary and director since December 2004. Since 2005,
he has served as secretary and director of Multi Solutions, Inc., a New Jersey
blank check company, and its subsidiary Multi Soft, Inc. Since 2001,
Mr. Roberts has been president of Cero, Inc., a distributor of high-technology
software products. From 1996 to 2001, he was executive vice president
of BMS, Inc., a marketer of computer software for telephone back-office
operations. Mr. Roberts graduated from West Virginia Wesleyan College
in 1960. He received an M.A. in economics from West Virginia Wesleyan
College in 1962.
Significant
Employees
As of the
date hereof, the Company has no significant employees.
Family
Relationships
None.
-7-
Involvement
in Certain Legal Proceedings
There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Company during the past five years.
Compliance
with Section 16(a) of the Exchange Act
To our
knowledge, based solely on a review of such materials as are required by the
Securities and Exchange Commission, none of our officers, directors or
beneficial holders of more than ten percent of our issued and outstanding shares
of Common Stock has failed to timely file with the Securities and Exchange
Commission any form or report required to be so filed pursuant to Section 16(a)
of the Securities Exchange Act of 1934 during the fiscal year ended January 31,
2008.
Code
of Ethics
We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because there are only two
persons involved in the management of the Company and they devote only a limited
amount of time to our business.
Nominating
Committee
We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.
Audit
Committee
The Board
of Directors acts as the audit committee. The board has determined that it does
not have a member of the board that qualifies as an "audit committee financial
expert", and is "independent" as the term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Securities Exchange Act of 1934, as amended.
Item
11. Executive Compensation.
The
Company's officers and directors do not receive any compensation for their
services rendered to the Company, have not received such compensation in the
past, and are not accruing any compensation pursuant to any agreement with the
Company. No remuneration of any nature has been paid for or on
account of services rendered by a director in such capacity. The
Company's officers and directors intend to devote no more than a few hours a
week to our affairs. It is possible that, after the Company successfully
consummates a business combination with an unaffiliated entity, that entity may
desire to employ or retain one or a number of members of our management for the
purposes of providing services to the surviving entity. However, the
Company has adopted a policy whereby the offer of any post-transaction
employment to members of management will not be a consideration in our decision
whether to undertake any proposed transaction. There are no employment
agreements or arrangements, whether written or unwritten, with our officer and
director. Other than the Stock and Option Compensation Plan discussed
below, no retirement, pension, profit sharing, defined contribution stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.
-8-
We
currently have no contract, agreement, plan or arrangement, whether written or
unwritten, that provides for payments to our officers/directors at, following,
or in connection with any termination, including without limitation resignation,
severance, retirement or a constructive termination of our officer/director, or
a change in control of the Company or a change in the officer/director's
responsibilities, with respect to our officers/directors.
Stock and Option
Compensation Plan
In June
1993, the Company adopted an Employee, Consultant and Advisory Stock and Option
Compensation Plan (the “Plan”). The Plan is no longer
effective. Pursuant to the terms of the Plan, an aggregate of up to
2,500,000 shares of common stock, $0.001 par value per share (the common stock),
and/or options to purchase common stock may be granted to persons who are, at
the time of issuance or grant, employees or officers of, or consultants or
advisors to, the Company. To date, an aggregate of 1,477,380 shares has been
issued pursuant to the Plan.
Item
12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The
number and percentage of shares of our common stock owned of record and
beneficially by each owner of 5% or more of our common stock, each of our
officers and directors and by all of our officers and directors as a group are
set forth on the chart below.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature
of
Beneficial Ownership
|
Percent
of Class (1)
|
|
Jerome
Goubeaux
41
John Street
New
York, NY 10038
|
2,461,313
(2)
|
11.7%
|
|
Ken
Roberts
7115
Boulevard East
North
Bergen, NJ 07047
|
527,424
(2)
|
2.5%
|
|
Charles
J. Lombardo
1511
Laurie Lane, Yardley, PA 19067
|
4,389,272
(3)
|
20.8
%
|
|
Miriam
G. Jarney
21
Doering Way, Cranford, NJ 07106
|
1,989,100
(4)
|
9.4%
|
|
Robert
L. Frome
c/o
Olshan Grundman Frome et al.
65
East 55th Street, New York, NY 10022
|
24,613,131
|
(5)
|
|
Bridge
Ventures, Inc.
1241
Gulf of Mexico Dr., Sarasota, FL 34228
|
24,613,131
|
(5)
|
|
Michael
Potter
c/o
Olshan Grundman Frome et al.
65
East 55th Street, New York, NY 10022
|
24,613,131
|
(5)
|
|
All
Executive Officers and Directors as a group (2 persons)
|
2,988,737
|
14.2%
|
-9-
** Less
than one percent.
|
(1)
|
Applicable
percentage ownership is based on 21,096,969 shares of common stock
outstanding as of October 17, 2008. Unless otherwise indicated,
the named party is believed to have sole investment and voting control of
the shares set forth in the above table. For purposes of this
table, a person or group of persons is deemed to have "beneficial
ownership" of any shares of common stock they have the right to acquire
within 60 days of October 17, 2008. When computing beneficial
ownership percentages, shares of common stock that may be acquired within
60 days are considered outstanding for that holder only, not for any other
holder.
|
|
(2)
|
In
June 2005, the Company accepted subscriptions from Jerome Goubeaux and Ken
Roberts for the respective amounts of common stock shown. These
shares have not been issued.
|
|
(3)
|
Includes
shares held by Mr. Lombardo's wife and shares owned jointly with his
wife.
|
|
(4)
|
Includes
19,100 shares owned by Ms. Jarney's
husband.
|
|
(5)
|
Represents
shares of common stock issuable upon conversion of the Company’s 6%
Convertible Non-Negotiable Debentures (“Debentures”). Although
insufficient amounts of common stock are authorized to allow full
conversion of the Debentures, the Company will effectuate an increase in
the authorized shares to permit such conversion. At that time,
each of Robert L. Frome, Bridge Ventures, Inc., and Michael Potter will
own approximately 26% of the outstanding common
stock.
|
Item
13. Certain Relationships and Related Transactions, and
Director Independence.
Although
there is no written agreement between us and Multi Soft granting us preemptive
rights with regard to our majority ownership of Multi Soft common stock, in
practice, we have acquired sufficient shares of Multi Soft’s common stock to
assure our majority ownership in Multi Soft. However, in a transaction that
occurred in April 2005 convertible debentures were issued by Multi Soft that, if
converted, would give the debenture holders control of Multi Soft. We do not
expect to be able to acquire sufficient shares to retain our majority
ownership.
-10-
Item
14: Principal Accountant Fees and Services.
Audit
fees
Aggregate fees billed by the Company’s
principal accountant were $3,500 during the fiscal year ended January 31, 2008
and $15,000 during the fiscal year ended January 31, 2007.
Audit-Related
Fees
There were no audit related fees
in either period.
Audit
Committee Policies and Procedures for Pre-Approval of Services
The board in lieu
of a formal audit committee is in the process of formulating procedures for
pre-approval of all audit, review and attest services and non-audit
services.
PART
IV
Item
15. Exhibits and Financial Statement
Schedules.
|
Financial
Statements.
|
Complete
financial statements are included following the signature page this Form
10-K.
|
Index to
Exhibits.
| Exhibits | |||
|
3.a
|
Certificate
of Incorporation (1)
|
||
|
3.b
|
By-Laws (1)
|
||
|
4.a
|
Specimen
Common Stock (1)
|
||
|
10.a
|
Our
Employment Agreement with Charles J. Lombardo (5)
|
||
|
10.b
|
Multi
Soft Employment Agreement with Charles J. Lombardo (5)
|
||
|
10.c
|
Multi
Soft Employment Agreement with Miriam G. Jarney(5)
|
||
|
10.d
|
Copy
of Non-Qualified Stock Option Plan, Stock Grant Program and Employee
Incentive Stock Option Plan (3)
|
||
|
10.g
|
Amendments
to Non-Qualified Stock Option and Stock Grant Program (4)
|
||
|
21
|
List
of Subsidiaries (6)
|
_________________________
|
1.
|
Previously
filed as an Exhibit to our Form S-18 Registration Statement, File No.
2-85710-NY filed with the Commission on July 14, 1983, and incorporated
herein by reference.
|
|
2.
|
Previously
filed as an Exhibit to our Form 10-K for the fiscal year ended January 31,
1993 as filed with the Commission on or about Nov. 18, 1993, and
incorporated herein by reference.
|
-11-
|
3.
|
Previously
filed as part of our proxy materials for the Annual Meeting of
Stockholders held on July 9, 1985, as filed with the Commission on or
about May 24, 1985, and incorporated herein by
reference.
|
|
4.
|
Previously
filed as an Exhibit to our Registration Statement on Form S-1, SEC File
No. 33-3133, filed with the Commission on February 4, 1986, and
incorporated herein by reference.
|
|
5.
|
Previously
filed as an Exhibit to Multi Soft's Form 10-K for the fiscal year ended
January 31, 1990 as filed with the Commission on or about April 29, 1990
under SEC File No. 33-3133-NY, and incorporated herein by
reference.
|
|
6.
|
Previously
filed as an Exhibit to our Form 10-KSB for the fiscal year ended January
31, 2000 as filed with the Commission on or about May 15, 2000, under SEC
File No. 0-12162, and incorporated herein by
reference.
|
-12-
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| MULTI SOLUTIONS, INC. | |||
|
Date:
October 21, 2008
|
By:
|
/s/ Jerome Goubeaux, | |
| Jerome Goubeaux, | |||
| Chief Executive Officer and Director | |||
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/
Jerome Goubeaux
|
Chief
Executive Officer and Director
|
October
21, 2008
|
||
|
Jerome
Goubeaux
|
||||
|
/s/
Ken Roberts
|
Chief
Financial Officer and Director
|
October
21, 2008
|
||
|
Ken
Roberts
|
-13-
MULTI
SOLUTIONS, INC.
FINANCIAL
STATEMENTS
January
31, 2008 and 2007
C
O N T E N T S
| Report of Independent Registered Public Accounting Firm |
F-3
|
| Balance Sheets |
F-4
|
| Statements of Operations |
F-5
|
| Statements of Stockholders’ Equity |
F-6
|
| Statements of Cash Flows |
F-7
|
| Notes to the Financial Statements |
F-8
|
F-2
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Multi
Solutions, Inc.
(A
Development Stage Company)
We have
audited the accompanying consolidated balance sheets of Multi Solutions, Inc. as
of January 31, 2008 and 2007, and the related consolidated statements of
operations, stockholders’ equity and cash flows for the years then ended and
during development stage through January 31, 2008. These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Multi Solutions, Inc. as of
January 31, 2008 and 2007, and the related consolidated statements of
operations, stockholders’ equity and cash flows for the years then ended and
during development stage through January 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 4
to the financial statements, the Company has accumulated deficit of $11,194,908
as of January 31, 2008, currently has limited liquidity, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time. Also, current liabilities
exceed cash and receivables by approximately $336,634 and $317,093 as of January
31, 2008 and 2007 indicating that the Company will not be able to meet its
financial obligations for the foreseeable future. These factors raise
substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/
Moore & Associates, Chartered
Moore
& Associates Chartered
Las
Vegas, Nevada
September
16, 2008
2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
F-3
|
MULTI
SOLUTIONS, INC.
|
||||||||
|
Consolidated
Balance Sheets
|
||||||||
|
(A
Development Stage Company)
|
||||||||
|
ASSETS
|
||||||||
|
January
31,
|
January
31,
|
|||||||
|
2008
|
2007
|
|||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 47 | $ | 11,888 | ||||
|
Total
Current Assets
|
47 | 11,888 | ||||||
|
TOTAL
ASSETS
|
$ | 47 | $ | 11,888 | ||||
|
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 124,153 | $ | 116,453 | ||||
|
Payroll
and taxes payable
|
32,988 | 32,988 | ||||||
|
Loans
payable to convertible debenture holders
|
22,500 | 22,500 | ||||||
|
Convertible
debentures
|
157,040 | 157,040 | ||||||
|
Total
Current Liabilities
|
336,681 | 328,981 | ||||||
|
Minority
interest in subsidiaries
|
1,604,949 | 1,604,949 | ||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
|
Common
stock, 120,000,000 shares authorized
|
||||||||
|
at par
value of $0.001, 21,096,969 and 21, 096,969
|
||||||||
|
shares
issued and outstanding, respectively
|
21,098 | 21,098 | ||||||
|
Additional
paid-in capital
|
9,232,227 | 9,232,227 | ||||||
|
Accumulated
deficit during the development stage
|
(11,194,908 | ) | (11,175,367 | ) | ||||
|
Total
Stockholders' Equity (Deficit)
|
(1,941,583 | ) | (1,922,042 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS'
|
||||||||
|
EQUITY
(DEFICIT)
|
$ | 47 | $ | 11,888 | ||||
|
The
accompanying notes are an integral part of these financial
statements.
|
|||||
|
|
F-4
|
Consolidated
Statements of Operations
|
||||||||||||
|
(A
Development Stage Company)
|
||||||||||||
|
During
the
|
||||||||||||
|
Development
|
||||||||||||
|
For
the Years Ended
|
Stage
Through
|
|||||||||||
|
January
31,
|
January
31,
|
|||||||||||
|
2008
|
2007
|
2008
|
||||||||||
|
REVENUES
|
$ | - | $ | - | $ | - | ||||||
|
OPERATING
EXPENSES
|
||||||||||||
|
General
and administrative
|
19,541 | 70,222 | 89,763 | |||||||||
|
Total
Operating Expenses
|
19,541 | 70,222 | 89,763 | |||||||||
|
INCOME
(LOSS) FROM OPERATIONS
|
(19,541 | ) | (70,222 | ) | (89,763 | ) | ||||||
|
OTHER
INCOME AND (EXPENSE)
|
||||||||||||
|
Gain
from deconsolidation of Netcast subsidiary
|
||||||||||||
|
related
to litigation judgment payable
|
- | 113,000 | 113,000 | |||||||||
|
Interest
expense
|
- | (16,710 | ) | (16,710 | ) | |||||||
|
INCOME
(LOSS) BEFORE TAXES
|
(19,541 | ) | 26,068 | 6,527 | ||||||||
|
Income
tax expense
|
- | - | - | |||||||||
|
NET
INCOME (LOSS)
|
$ | (19,541 | ) | $ | 26,068 | $ | 6,527 | |||||
|
BASIC
EARNINGS (LOSS) PER SHARE
|
$ | (0.00 | ) | $ | 0.00 | |||||||
|
WEIGHTED
AVERAGE NUMBER
|
||||||||||||
|
OF
SHARES OUTSTANDING
|
21,096,969 | 21,096,969 | ||||||||||
|
The
accompanying notes are a integral part of these financials
statements.
|
||||||||||||||
F-5
|
MULTI
SOLUTIONS, INC.
|
||||||||||||||||||||
|
Statements
of Stockholders' Equity (Deficit)
|
||||||||||||||||||||
|
(A
Development Stage Company)
|
||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||
|
Accumulated
|
Total
|
|||||||||||||||||||
|
Additional
|
During
the
|
Stockholders'
|
||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Development
|
Equity
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
(Deficit)
|
||||||||||||||||
|
Balance,
January 31, 2006
|
21,096,969 | $ | 21,098 | $ | 9,232,227 | $ | (11,201,435 | ) | $ | (1,948,110 | ) | |||||||||
|
Net
income (loss) for the year
|
||||||||||||||||||||
|
ended
January 31, 2007
|
- | - | - | 26,068 | 26,068 | |||||||||||||||
|
Balance,
January 31, 2007
|
21,096,969 | 21,098 | 9,232,227 | (11,175,367 | ) | (1,922,042 | ) | |||||||||||||
|
Net
income (loss) for the year
|
||||||||||||||||||||
|
ended
January 31, 2008
|
- | - | - | (19,541 | ) | (19,541 | ) | |||||||||||||
|
Balance,
January 31, 2008
|
21,096,969 | $ | 21,098 | $ | 9,232,227 | $ | (11,194,908 | ) | $ | (1,941,583 | ) | |||||||||
|
The
accompanying notes are an integral part of these financial
statements.
|
F-6
|
Consolidated
Statements of Cash Flows
|
||||||||||||
|
(A
Development Stage Company)
|
||||||||||||
|
During
the
|
||||||||||||
|
Development
|
||||||||||||
|
For
the Years Ended
|
Stage
Through
|
|||||||||||
|
January
31,
|
January
31,
|
|||||||||||
|
2008
|
2007
|
2008
|
||||||||||
|
OPERATING
ACTIVITIES
|
||||||||||||
|
Net
income (loss)
|
$ | (19,541 | ) | $ | 26,068 | $ | 6,527 | |||||
|
Adjustments
to reconcile net loss to
|
||||||||||||
|
net
cash used by operating activities:
|
||||||||||||
|
Gain
from deconsolidation of Netcast subsidiary
|
- | (113,000 | ) | (113,000 | ) | |||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Changes
in accounts payable and
|
||||||||||||
|
accrued
expenses
|
7,700 | 38,508 | 46,208 | |||||||||
|
Changes
in interest accrued on
|
||||||||||||
|
convertible
debenture
|
- | 14,160 | 14,160 | |||||||||
|
Net
Cash Used by Operating Activities
|
(11,841 | ) | (34,264 | ) | (46,105 | ) | ||||||
|
INVESTING
ACTIVITIES
|
- | - | - | |||||||||
|
FINANCING
ACTIVITIES
|
||||||||||||
|
Additional
loans from holders of
|
||||||||||||
|
convertible
debentures
|
- | 22,500 | 22,500 | |||||||||
|
Net
Cash Provided by Financing Activities
|
- | 22,500 | 22,500 | |||||||||
|
NET
DECREASE IN CASH
|
(11,841 | ) | (11,764 | ) | (23,605 | ) | ||||||
|
CASH
AT BEGINNING OF PERIOD
|
11,888 | 23,652 | 23,652 | |||||||||
|
CASH
AT END OF PERIOD
|
$ | 47 | $ | 11,888 | $ | 47 | ||||||
|
SUPPLEMENTAL
DISCLOSURES OF
|
||||||||||||
|
CASH
FLOW INFORMATION
|
||||||||||||
|
CASH
PAID FOR:
|
||||||||||||
|
Interest
|
$ | - | $ | 16,710 | $ | 16,710 | ||||||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
|
The
accompanying notes are an integral part of these financial
statements.
|
F-7
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Reporting
Multi
Solutions, Inc. (the Company) was incorporated in the State of New Jersey on
July 23, 1982. The Company is engaged in the business of advertising and
marketing services. The Company's consolidated financial statements
have been presented on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business. The Company ceased operations in March 2005, disposed of or
abandoned assets but continues to owe significant liabilities. There were
significant losses from operations which occurred in this period and continued
until operations ceased. The Company was reclassified as a development stage
company as of February 1, 2006.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Dividends
The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during any of the periods shown.
Cash and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
Basic (Loss) per Common
Share
Basic
(loss) per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of January 31, 2008 and 2007.
|
For
the
Year
Ended
January
31,
2008
|
For
the
Year
Ended
January
31,
2007
|
|||||||
|
Loss
(numerator)
|
$ | (19,541 | ) | $ | 26,068 | ) | ||
|
Shares
(denominator)
|
21,096,969. | 21,096,969. | ||||||
|
Per
share amount
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company incurred $-0- and $-0- of advertising expense during the periods
ended January 31, 2008 and 2007, respectively.
Income
Taxes
The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse. The Company’s predecessor
operated as entity exempt from Federal and State income taxes.
F-8
SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to net loss before
provision for income taxes for the following reasons:
|
January
31, 2008
|
January
31, 2007
|
|||||||
|
Income
tax expense at statutory rate
|
$ | (7,621 | ) | $ | 27,354 | ) | ||
|
Valuation
allowance
|
7,621 | ) | (27,354 | ) | ||||
|
Income
tax expense per books
|
$ | - | ) | $ | - | ) | ||
Net
deferred tax assets consist of the following components as of:
|
January
31, 2008
|
January
31, 2007
|
|||||||
|
NOL
carryover
|
$ | 4,366,014 | ) | $ | 4,358,393 | ) | ||
|
Valuation
allowance
|
(4,366,014 | ) | (4,358,393 | ) | ||||
|
Net
deferred tax asset
|
$ | - | ) | $ | - | ) | ||
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $11,194,908 for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
Impairment of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted a January 31 fiscal year
end.
Stock-based
compensation.
As of
January 31, 2008, the Company has not issued any share-based payments to its
employees.
The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R.
Principles of
Consolidation
The
accompanying consolidated financial statements for the year ended January 31,
2008, include the accounts of the Company and its subsidiary, Multi Soft, Inc.
For the year ended January 31, 2007, we included the subsidiaries: Multi Soft,
FreeTrek and NetCast. All significant intercompany balances and transactions
have been eliminated in consolidation.
Recent Accounting
Pronouncements
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for us beginning January 1, 2008. The Company is
currently assessing the potential impact that adoption of SFAS No. 157
would have on the financial statements.
F-9
Recent Accounting
Pronouncements (Continued)
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS No. 159 gives the
irrevocable option to carry many financial assets and liabilities at fair
values, with changes in fair value recognized in earnings. SFAS No. 159 is
effective beginning January 1, 2008, although early adoption is permitted.
The Company is currently assessing the potential impact that adoption of SFAS
No. 159 will have on the financial statements.
The FASB
has revised SFAS No. 141. This revised statement establishes uniform
treatment for all acquisitions. It defines the acquiring
company. The statement further requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquired at the acquisition date, measured at their fair market values as of
that date. It requires the acquirer in a business combination
achieved in stages to recognize the identifiable assets and liabilities, as well
as the non-controlling interest in the acquired, at the full amounts of their
fair values. This changes the way that minority interest is recorded and
modified as a parent’s interest in a subsidiary changes over
time. This statement also makes corresponding significant amendments
to other standards that related to business combinations, namely, 109, 142 and
various EITF’s. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008. The Company believes the implementation of this standard will
have no effect on our financial statements.
Revenue
Recognition
In
accordance with Statement of Position 97-2, “Software Revenue Recognition” (SOP
97-2), the Company’s policy is to recognize license and maintenance fees when
earned and consulting fee income when services are rendered. License fees are
recognized upon shipment of the software while maintenance fees are recorded
over the period covered by the related contract. Consulting is performed on a
time and material basis.
2. LITIGATION
From time
to time, the Company is party to what it believes are routine litigation and
proceedings that may be considered as part of the ordinary course of its
business. Except for the proceedings noted below, the Company is not aware of
any pending litigation or proceedings that could have a material effect on the
Company's results of operations or financial condition.
As of
October 17, 2006, there is one outstanding judgment against the
Company:
|
§
|
New
York State Department of Taxation and Finance for $1,275 filed on May 24,
2004.
|
|
§
|
New
York State Department of Taxation and Finance for $13,889 filed on March
26, 2002.
|
|
§
|
New
York State Department of Taxation and Finance for $6,691 filed on April
22, 1994.
|
|
§
|
State
of New Jersey for $5,183.78 filed August 24,
1994.
|
|
§
|
A
commercial service provider for $15,972 filed on March 14,
2003.
|
All of
the above mentioned judgments are reflected in the balance sheets under various
captions in current liabilities.
3. STOCKHOLDERS’
EQUITY (DEFICIT)
Stock and Option
Compensation Plan
In June
1993, the Company adopted an Employee, Consultant and Advisory Stock and Option
Compensation Plan (the “Plan”). Pursuant to the terms of the Plan, an aggregate
of up to 2,500,000 shares of common stock, $0.001 par value per share (the
common stock), and/or options to purchase common stock may be granted to persons
who are, at the time of issuance or grant, employees or officers of, or
consultants or advisors to, the Company. To date, an aggregate of 1,477,380
shares has been issued pursuant to the Plan.
F-10
Common Stock and Warrant for
Services
On
September 15, 2006, the Board of Directors resolved to compensate the company’s
internal accountant for services rendered as follows: issue 1,050,000 shares of
the Company’s common stock and cashless warrants for the purchase of 3,930,000
shares of the Company’s common stock exercisable at $.001 per
share.
Also on
the same date, the Board of Directors of Multi Soft, Inc. resolved to compensate
the company’s internal accountant for services rendered as follows: issue
675,000 shares of Multi Soft, Inc. common stock and cashless warrants for the
purchase of 2,565,000 shares of Multi Soft, Inc. common stock exercisable at
$.001 per share.
These
shares were never issued. While no definitive agreement has been reached, the
Company is negotiating with the accountant to allow rescission of the resolution
and enter into a cash settlement of approximately $30,000 which will also
provide for completion of the accounting for the year ended January 31, 2007 and
the quarters ended April 30, 2007 and July 31, 2007 at an estimated fee of
$12,000. Accordingly, as the shares were never issued, the transaction was not
recorded, but the Company accrued $18,000 representing the settlement for work
performed prior to January 31, 2007.
4. GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has accumulated
deficit of $11,194,908 as of January 31, 2008. The Company currently
has limited liquidity, and has not completed its efforts to establish a
stabilized source of revenues sufficient to cover operating costs over an
extended period of time. Also, current liabilities exceed cash and receivables
by approximately $336,634 and $317,093 as of January 31, 2008 and 2007
indicating that the Company will not be able to meet its financial obligations
for the foreseeable future.
These
factors indicate that the Company will not continue as a going concern unless it
is acquired in a reverse merger transaction.
Current
management is seeking acquisition of the Company through a reverse merger
transaction The Company believes that these measures may provide sufficient
liquidity for it to continue as a going concern. Management anticipates that the
Company will be dependent, for the near future, on additional investment capital
to fund operating expenses. In light of management’s efforts, there are no
assurances that the Company will be successful in this or any of its endeavors
or become financially viable and continue as a going concern.