Washington, D.C. 20549
MULTI SOFT II, INC.
MULTI SOFT II, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Multi Soft II, Inc.
Multi Soft II, Inc.
Multi Soft II, Inc.
MULTI SOFT II, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Organization, Basis of Presentation and liquidity
Multi Soft II, Inc.'s (the "Company") business purpose is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company's business objective for the next twelve months and beyond will be to achieve long-term growth potential through a combination with a business, rather than immediate, short-term earnings. The Company's search for a business opportunity will not be limited to any particular geographical area or industry, including both domestic and international companies.
The Company does not have any revenues from operations, and absent a merger or other combination with an operating company, or a public or private sale of the Company's equity or debt securities, the occurrence of either of which cannot be assured, the Company will be dependent upon future loans or equity investments from the Company's present shareholders or management, for which there is no existing commitment. Although the Company has no present commitment from any such parties to provide funding aside from a credit facility agreement (the "Credit Facility") with its majority shareholder, if the Company reaches the point where the Company needs funds to remain in operation, the Company will attempt to raise funds from the Company's present shareholders or management in the form of equity or debt. If, in such situation, the Company is unable to raise funds from those parties, it is likely that the Company's business would cease operations. As of July 31, 2019,2020, the Company does not have substantial doubt asbelieves it has adequate cash to the ability to continue as a going concernsustain operations for the next twelve months from the issuance date of this report.
In order to minimize potential conflicts of interest which may arise because the Company's directors and officers also serve as the directors and officers of Multi Solutions II, Inc., an entity under common control, each of the Company's officers and directors have entered into an agreement with the Company and Multi Solutions II, Inc. whereby all parties have each agreed that the Company will not analyze or consider any possible business combination opportunities until Multi Solutions II, Inc. has agreed to consummate a business combination.
The unaudited interim condensed financial statements of the Company as of July 31, 20192020 and for the three and six months ended July 31, 20192020 and 20182019 included herein have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions for Form 10-Q, and Article 8 of Regulation S-X. Certain information and note disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed financial statements. In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at July 31, 20192020 and the results of its operations and its cash flows for the three and six months ended July 31, 20192020 and 2018.2019. The results of operations and cash flows for such periods are not necessarily indicative of results expected for the full year or for any future period. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 31, 20192020 filed with the Securities and Exchange Commission on April 9, 2019.Commission.
(B) Financial Instruments
The carrying amounts of cash and accounts payable approximate their fair values due to their short term nature and that they are receivable or payable upon demand.
MULTI SOFT II, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
(C) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported period. Actual results could differ from those estimates.
(D) Cash Equivalents
The Company considers all highly liquid cash investments with an original maturity, when purchased, of three months or less to be cash equivalents.
(E) Loss Per Share
Basic loss per share is calculated based on loss available to common shareholders and the weighted-average number of shares outstanding during the reporting period. Diluted loss per share is calculated based on losses attributable to common shareholders and the weighted-average number of common and potential common shares outstanding during the reporting period.
(F) Recently Issued Accounting Standards
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.
NOTE 2. DUE TO SHAREHOLDER
The Company has a Credit Facility with its majority shareholder, whereby, the Credit Facility provides the principal amount up to $500,000$500,000 of financing to the Company for working capital purposes. Amounts outstanding under the Credit Facility accrue interest at an annual interest rate of 11% and mature in December 2020.2021. Principal and interest outstanding under the Credit Facility totaled $676,817$727,159 and $613,265,$702,125, including accrued interest of $226,660$277,002 and $203,108$251,968 as of July 31, 20192020 and January 31, 2019,2020, respectively.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with Multi Soft II, Inc.'s Condensed Financial Statements and the related Notes contained elsewhere in this quarterly report on Form 10-Q. All statements in the following discussion that are not reports of historical information or descriptions of current accounting policy are forward-looking statements. Please consider our forward-looking statements in light of the factors that may affect operating results set forth herein.
Overview
Our principal business objective for the next twelve months and beyond will be to achieve long-term growth potential through a combination with a business, rather than immediate, short-term earnings. Our search for a business opportunity will not be limited to any particular geographical area or industry, including both domestic and international companies.
We have negative working capital, shareholders' deficiency as of July 31, 20192020 and have not generated any revenues from operations since 2005. However, we have issued an 11% revolving credit promissory note in favor of Vector Group Ltd. ("Vector"), a majority shareholder, in the principal amount of up to $500,000, expiring in December 2020,2021, which we believe provides us with access to sufficient capital for the next twelve months from the issuance date of this filing. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. Our historical operating results disclosed in this Form 10-Q are not meaningful to our future results.
We do not currently engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to: (i) investigating and analyzing business combinations; (ii) filing of Exchange Act reports, and (iii) consummating an acquisition. We believe we will be able to meet these costs through amounts, as needed, to be lent by or invested in us by our shareholders, management or other investors.
We may consider acquiring a business that has recently commenced operations, a developing company in need of additional funds for expansion into new products or markets, a company seeking to develop a new product or service or an established business that may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company that does not need substantial additional capital, but desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Our management has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective shareholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
In order to minimize potential conflicts of interest which may arise because our directors and officers also serve as the directors and officers of Multi Solutions II, Inc., an entity under common control, each of our officers and directors have entered into an agreement with us and Multi Solutions II, Inc. whereby they have each agreed that we will not analyze or consider any possible business combination opportunities until Multi Solutions II, Inc. has agreed to consummate a business combination.
If we consummate a business combination, we will use our best efforts to have our stock quoted on the OTC Bulletin Board (the “OTCBB”), and anticipate that our common stock will be eligible to trade on the OTCBB subsequent to such business combination. In addition, subsequent to such business combination, we may seek the listing of our common stock on any of the several NASDAQ markets or the NYSE American, either immediately after such business combination or sometime in the future. However, in 2011, the NASDAQ, NYSE, and NYSE American adopted a “seasoning” requirement for the listing of former reverse merger companies, which includes trading in another market for an adequate period of time at certain minimum price levels, with an adequate number of round lot shareholders and completing SEC filings during this time, although there is an exception to this requirement for firmly underwritten public offerings which generate net proceeds of at least $45$40 million. We may be unable to comply with seasoning requirements for listing prior to the listing deadline and we may be unable to qualify for the $45$40 million exception, which could adversely impact our ability to access U.S. stock exchanges. There can be no assurance that after we consummate a business combination we will be quoted on the OTCBB or be able to meet the initial listing standards of any stock exchange or quotation service, or that we will be able to maintain a listing of our common stock on any of those or any other stock exchange or quotation service. If an active trading market for our shares does not develop, the value and liquidity of our shares will be materially and adversely affected.
Results of Operations
Comparison of Three Months Ended July 31, 20192020 and 20182019
Revenues. We did not generate revenues for the three months ended July 31, 2020 and 2019, and 2018, respectively.
General and Administrative Expenses. General and administrative expenses for the three months ended July 31, 2020 and 2019, were $7,720 and 2018, were $7,234, and $8,430, respectively. During the three months ended July 31, 20192020 and 2018,2019, respectively, such expenses consisted of professional fees associated with various corporate matters. We anticipate that our general and administrative expenses will remain at these levels, subject to inflationary increases or changes in the regulatory environment, until such time as we effect a merger or other business combination with an operating business, if at all.
Other Expense. Other expense was $12,398$12,655 and $10,828$12,398 for the three months ended July 31, 20192020 and 2018,2019, respectively. Other expense for the three months ended July 31, 20192020 and 20182019 related to interest expense on the outstanding balance of the credit facility executed in April 2012.
Net Loss. Our net loss for the three months ended July 31, 2020 and 2019 was $20,375 and 2018 was $19,632, and $19,258, respectively.
Results of Operations
Comparison of Six Months Ended July 31, 20192020 and 20182019
Revenues. We did not generate revenues for the six months ended July 31, 2020 and 2019, and 2018, respectively.
General and Administrative Expenses. General and administrative expenses for the six months ended July 31, 2020 and 2019, were $15,758 and 2018, were $14,721, and $18,112, respectively. During the six months ended July 31, 20192020 and 2018,2019, respectively, such expenses consisted of professional fees associated with various corporate matters. We anticipate that our general and administrative expenses will remain at these levels, subject to inflationary increases or changes in the regulatory environment, until such time as we effect a merger or other business combination with an operating business, if at all.
Other Expense. Other expense was $23,552$25,034 and $21,294$23,552 for the six months ended July 31, 20192020 and 2018,2019, respectively. Other expense for the six months ended July 31, 20192020 and 20182019 related to interest expense on the outstanding balance of the credit facility.
Net Loss. Our net loss for the six months ended July 31, 2020 and 2019 was $40,792 and 2018 was $38,273, and $39,406, respectively.
Liquidity and Capital Resources
We do not have any revenues from operations and, absent a merger or other combination with an operating company, or a public or private sale of our equity or debt securities, the occurrence of either of which cannot be assured, we will be dependent upon future loans or equity investments from our present shareholders or management, for which there is no existing commitment. Although we have no present commitment from any such parties to provide funding aside from the Credit Facility, if we reach the point where we need funds to remain in operation, we will attempt to raise funds from our present shareholders or management in the form of equity or debt. If, in such situation, we are unable to raise funds from those parties, it is likely that our business would cease operations. As of July 31, 2019,2020, we had a cash balance of $39,196,$5,810, total liabilities of $756,020$791,622 and a negative working capital balance of approximately $40,000.$58,700. We believe our cash balance and available borrowing capacity provides us with sufficient capital for the next twelve months from the issuance date of this report.
We have an 11% revolving credit facility with Vector in the principal amount of up to $500,000, maturing in December 2020.2021. The outstanding principal and interest balance due under the credit facility was $676,817$727,159 as of July 31, 2019,2020, including accrued interest of $226,660.$277,002. We believe this revolving credit facility provides us with access to capital
sufficient for the next twelve months from the issuance date of this filing. If we later determine that our capital reserves are insufficient, we will either cease operations or we will need to raise additional capital through the issuance of additional shares or through debt. There is no existing commitment to provide additional capital. In such situation, there can be no assurance that we shall be able to receive additional financing, and if we are unable to receive sufficient additional financing upon acceptable terms, it is likely that our business would cease operations.
Discussion of Cash Flows
For the six months ended July 31, 2020, net cash and cash equivalents decreased by $20,832. Net cash used in operations was $20,832. For the six months ended July 31, 2020, no cash was provided by investing and financing activities.
For the six months ended July 31, 2019, net cash and cash equivalents increased by $18,941. Net cash used in operations was $21,059. For the six months ended July 31, 2019, no cash was provided by investing activities, while cash provided by financing activities was $40,000.
For the six months ended July 31, 2018, net cash and cash equivalents increased by $4,948. Net cash used in operations was $20,052. For the six months ended July 31, 2018, no cash was provided by investing activities, while cash provided by financing activities was $25,000.ContractualObligations
ContractualObligations
As a smaller reporting company as defined in 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 section.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
Critical Accounting Policies and Estimates
Our condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are described in more detail in Note 1 to our condensed financial statements included in the annual report on Form 10-K for the year ended January 31, 2019.2020.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this quarterly report on Form 10-Q discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this quarterly report on Form 10-Q, forward-looking statements are generally identified by the words such as "anticipate", "plan", "believe", "expect", "estimate", and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader deciding whether to invest in our securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Important factors that may cause actual results to differ from projections include, for example:
•the success or failure of our efforts to implement our plan of operation;
•our ability to fund our operating expenses;
•our ability to compete with other companies that have a similar plan of operation;
•the effect of changing economic conditions impacting our plan of operation;
•our ability to meet the other risks as may be described in future filings with the SEC.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this quarterly report on Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of our public disclosure practices.
Additionally, the discussion regarding our financial condition and results of operations should be read in conjunction with the condensed financial statements and related notes.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 section.
Item 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective.
During the quarter covered by this report, we have not made any change to our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
There are no material pending legal proceedings of which we or any of our property is the subject as of the
date of this filing.
ITEM 6.EXHIBITS
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| | | Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| | | Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| | | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| | | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 101.INS | *** | | XBRL Instance Document |
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| 101.SCH | *** | | XBRL Taxonomy Extension Schema |
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| 101.CAL | *** | | XBRL Taxonomy Extension Calculation Linkbase |
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| 101.DEF | *** | | XBRL Taxonomy Extension Definition Linkbase |
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| 101.LAB | *** | | XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE | *** | | XBRL Taxonomy Extension Presentation Linkbase |
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| *** | | | Pursuant to Rule 406T of SEC Regulations S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability under these sections. |
SIGNATURES
Pursuant to the requirements 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.
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| Dated: | September 11, 2020 | | MULTI SOFT II, INC. | | |
| | | By: | /s/ J. Bryant Kirkland III | |
| | | Name: | J. Bryant Kirkland III | |
| | | Title: | President and Chief Executive Officer | |
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Dated: | September 10, 2019 | | MULTI SOFT II, INC.By: | |
| | | By: | /s/ J. Bryant Kirkland III | |
| | | Name: | J. Bryant Kirkland III | |
| | | Title: | President and Chief Executive Officer | |
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| | | By: | /s/ Deborah A. Fasanelli | |
| | | Name: | Deborah A. Fasanelli | |
| | | Title: | Chief Financial Officer, Secretary and Treasurer | |
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