Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2018 | Apr. 06, 2018 | Jul. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MULTI SOLUTIONS II, INC | ||
Entity Central Index Key | 723,733 | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2018 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 1,899,575 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 98,303 |
Balance Sheets
Balance Sheets - USD ($) | Jan. 31, 2018 | Jan. 31, 2017 |
Current assets: | ||
Cash | $ 6,052 | $ 40,059 |
Total assets | 6,052 | 40,059 |
Current liabilities: | ||
Accounts payable and accrued expenses | 40,500 | 47,300 |
Total current liabilities | 40,500 | 47,300 |
Due to shareholder | 535,257 | 475,317 |
Total liabilities | 575,757 | 522,617 |
Shareholders' deficiency: | ||
Preferred stock, 50,000,000 shares authorized, $0.001 par value; no shares issued or outstanding | 0 | 0 |
Common stock, 200,000,000 shares authorized; $0.001 par value; 1,899,575 shares issued and outstanding | 1,900 | 1,900 |
Additional paid-in capital | 8,418,684 | 8,418,684 |
Accumulated deficit | (8,990,289) | (8,903,142) |
Total shareholders' deficiency | (569,705) | (482,558) |
Total liabilities and shareholders' deficiency | $ 6,052 | $ 40,059 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2018 | Jan. 31, 2017 |
Shareholders' Deficiency: | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 1,899,575 | 1,899,575 |
Common stock, shares outstanding (in shares) | 1,899,575 | 1,899,575 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUE | $ 0 | $ 0 |
OPERATING EXPENSES: | ||
General and administrative expenses | 47,206 | 52,748 |
Total operating expenses | 47,206 | 52,748 |
LOSS FROM OPERATIONS | (47,206) | (52,748) |
OTHER EXPENSE | ||
Interest expense | (39,941) | (35,911) |
Total other expense | (39,941) | (35,911) |
LOSS BEFORE TAXES | (87,147) | (88,659) |
Income tax provision | 0 | 0 |
NET LOSS | $ (87,147) | $ (88,659) |
BASIC AND DILUTED LOSS PER SHARE (in usd per share) | $ (0.05) | $ (0.05) |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 1,899,575 | 1,899,575 |
Statements of Shareholders' Def
Statements of Shareholders' Deficiency - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Beginning balances | $ (482,558) | $ (393,899) |
Net loss | (87,147) | (88,659) |
Ending balances | $ (569,705) | $ (482,558) |
Common Stock | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Shares, beginning balance (in shares) | 1,899,575 | 1,899,575 |
Beginning balances | $ 1,900 | $ 1,900 |
Shares, ending balance (in shares) | 1,899,575 | 1,899,575 |
Ending balances | $ 1,900 | $ 1,900 |
Additional Paid-in Capital | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Beginning balances | 8,418,684 | 8,418,684 |
Ending balances | 8,418,684 | 8,418,684 |
Accumulated Deficit | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||
Beginning balances | (8,903,142) | (8,814,483) |
Net loss | (87,147) | (88,659) |
Ending balances | $ (8,990,289) | $ (8,903,142) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (87,147) | $ (88,659) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Increase in accrued interest on due to shareholder | 39,940 | 35,911 |
Changes in operating assets and liabilities: | ||
(Decrease) Increase in accounts payable and accrued expenses | (6,800) | 18,000 |
Net cash used in operating activities | (54,007) | (34,748) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt issuance | 20,000 | 40,000 |
Net cash provided by financing activities | 20,000 | 40,000 |
NET(DECREASE) INCREASE IN CASH | (34,007) | 5,252 |
CASH AT BEGINNING OF YEAR | 40,059 | 34,807 |
CASH AT END OF YEAR | 6,052 | 40,059 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Organization | 12 Months Ended |
Jan. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Organization | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (A) Organization and Basis of Presentation Multi Solutions 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 12 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 except as disclosed in Note 2. Although the Company has no present commitment from any such parties to provide funding, except as disclosed in Note 2, 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. The financial statements are presented and prepared in accordance with accounting principles generally accepted in the United States of America. (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. However, considerable judgment is involved in making fair value determinations and current estimates of fair value may differ significantly from amounts presented herein. (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 revenues and expenses during the reported period. Actual results could differ from those estimates. (D) Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. (E) Loss Per Share Basic loss per share is calculated based on income available to common shareholders and the weighted-average number of shares outstanding during the reporting period. Diluted earnings per share is calculated based on income available to common shareholders and the weighted-average number of common and potential common shares outstanding during the reporting period. (F) Income Taxes The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes". It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management's evaluation, the net deferred tax asset was offset by a full valuation allowance in all periods presented. The Company's deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The Company classifies penalties and interest, if any, related to income taxes as income tax expense in the Statements of Operations. (G) 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. |
Due to Shareholder
Due to Shareholder | 12 Months Ended |
Jan. 31, 2018 | |
Due to Shareholder [Abstract] | |
Due to Shareholder | DUE TO SHAREHOLDER In April 2012, the Company executed a credit facility agreement with its majority shareholder. The credit facility provides the principal amount up to $450,000 , as amended on December 19, 2017 , of financing to the Company for working capital purposes. Amounts outstanding under the credit facility accrue interest at an annual rate of 11% and mature in December 2019 , as amended on December 19, 2017 . Principal and interest outstanding under the credit facility totaled $535,257 and $475,317 , including accrued interest of $166,061 and $126,120 , as of January 31, 2018 and January 31, 2017 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The provision for income taxes consists of the following: Years ended January 31, 2018 2017 Current Federal $ — $ — State — — Deferred Federal 2,301,519 (28,637 ) State 339,821 (4,433 ) Change in valuation allowance (2,641,340 ) 33,070 $ — $ — The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before the provision for income taxes. The sources and tax effects of the difference are as follows: Years ended January 31, 2018 2017 Income tax at statutory rate (a) 32.92 % 34.00 % State income taxes, net of federal benefit 3.69 3.30 Expiration of historical NOLs (2,681.81 ) — Impact of Tax Cuts and Job Act of 2017 (385.70 ) — Change in valuation allowance 3,030.90 (37.30 ) Total 0.00 % 0.00 % (a) For the year ended January 31,2018, represents the blended rate of 34% for 11/12 of the year and 21% for 1/12 of the year. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and tax liabilities are as follows: January 31, 2018 2017 Net operating loss $ 714,315 $ 3,355,655 Gross deferred tax assets: 714,315 3,355,655 Less: valuation allowance (714,315 ) (3,355,655 ) Net deferred tax asset $ — $ — On December 22, 2017 the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was enacted in the United States. Among its many provisions, the Tax Act reduces the U.S. corporate income tax rate from 34% to 21%; eliminates the corporate alternative minimum tax (AMT); creates a new limitation on deductible interest expense; and changes rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. As a result of the Tax Act, the Company remeasured its deferred tax assets and liabilities to reflect the new statutory federal rate of 21% which resulted in a net adjustment of $ 336,127 to deferred income tax expense for the year ended January 31, 2018. This adjustment was offset by a reduction in the valuation allowance of $336,127 . There was no net impact as a result of the remeasurement of the Net Operating Losses deferred tax assets. As of January 31, 2018 the Company had net operating loss carryforwards of approximately $2,818,000 which may be used to offset future taxable income and expire through the year 2038 . Pursuant to Code Sec. 382 of the Internal Revenue Code, the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three year period. The effect of such limitation on the utilization of net operating loss carryforwards has not been determined. Due to changes in control the availability of the net operating loss carryforwards to offset future taxable income may be limited. The tax years for the years ending January 31, 2014 through the current year remain open for federal income tax audits. |
Summary of Significant Accoun10
Summary of Significant Accounting Policies and Organization (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Multi Solutions 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 12 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 except as disclosed in Note 2. Although the Company has no present commitment from any such parties to provide funding, except as disclosed in Note 2, 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. The financial statements are presented and prepared in accordance with accounting principles generally accepted in the United States of America. |
Financial Instruments | 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. However, considerable judgment is involved in making fair value determinations and current estimates of fair value may differ significantly from amounts presented herein. |
Use of Estimates | 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 revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Loss Per Share | Loss Per Share Basic loss per share is calculated based on income available to common shareholders and the weighted-average number of shares outstanding during the reporting period. Diluted earnings per share is calculated based on income available to common shareholders and the weighted-average number of common and potential common shares outstanding during the reporting period. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes". It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management's evaluation, the net deferred tax asset was offset by a full valuation allowance in all periods presented. The Company's deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The Company classifies penalties and interest, if any, related to income taxes as income tax expense in the Statements of Operations. |
Recently Issued Accounting Standards | 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following: Years ended January 31, 2018 2017 Current Federal $ — $ — State — — Deferred Federal 2,301,519 (28,637 ) State 339,821 (4,433 ) Change in valuation allowance (2,641,340 ) 33,070 $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before the provision for income taxes. The sources and tax effects of the difference are as follows: Years ended January 31, 2018 2017 Income tax at statutory rate (a) 32.92 % 34.00 % State income taxes, net of federal benefit 3.69 3.30 Expiration of historical NOLs (2,681.81 ) — Impact of Tax Cuts and Job Act of 2017 (385.70 ) — Change in valuation allowance 3,030.90 (37.30 ) Total 0.00 % 0.00 % (a) For the year ended January 31,2018, represents the blended rate of 34% for 11/12 of the year and 21% for 1/12 of the year. |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and tax liabilities are as follows: January 31, 2018 2017 Net operating loss $ 714,315 $ 3,355,655 Gross deferred tax assets: 714,315 3,355,655 Less: valuation allowance (714,315 ) (3,355,655 ) Net deferred tax asset $ — $ — |
Due to Shareholder (Details)
Due to Shareholder (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2018 | Dec. 19, 2017 | Jan. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Accrued interest under the credit facility | $ 166,061 | $ 126,120 | |
Majority Shareholder | |||
Related Party Transaction [Line Items] | |||
Line of credit facility provided by shareholder | $ 450,000 | ||
Annual rate of interest | 11.00% | ||
Amount outstanding under the credit facility | $ 535,257 | $ 475,317 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred | ||
Federal | 2,301,519 | (28,637) |
State | 339,821 | (4,433) |
Change in valuation allowance | (2,641,340) | 33,070 |
Income tax expense (benefit) | $ 0 | $ 0 |
Tax rate reconciliation | ||
Income tax at statutory rate | 32.92% | 34.00% |
State income taxes, net of federal benefit | 3.69% | 3.30% |
Expiration of historical NOLs | (2681.81%) | 0.00% |
Impact of Tax Cuts and Job Act of 2017 | (385.70%) | 0.00% |
Change in valuation allowance | 3030.90% | (37.30%) |
Total | 0.00% | 0.00% |
Significant portions of the deferred tax assets and tax liabilities | ||
Net operating loss | $ 714,315 | $ 3,355,655 |
Gross deferred tax assets: | 714,315 | 3,355,655 |
Less: valuation allowance | (714,315) | (3,355,655) |
Net deferred tax asset | 0 | $ 0 |
Tax Cuts And Jobs Act Of 2017, change in tax rate, deferred tax asset, provisional income tax expense | 336,127 | |
Tax Cuts And Jobs Act Of 2017, change in tax rate, deferred tax asset valuation allowance, provisional income tax expense | 336,127 | |
Operating loss carryforwards | $ 2,818,000 |