The following discussion should be read in conjunction with
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
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 which 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.
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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 Soft II, Inc., an entity under common control, each of our officers and directors has entered into an agreement with us and Multi Soft II, Inc. whereby they have each agreed that Multi Soft II, Inc. shall not analyze or consider any possible business combination opportunities until we have 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
Results of Operations
Comparison of Three Months Ended
Revenues. We did not generate revenues for the three months ended
General and Administrative Expenses. General and administrative expenses for the
three months ended
Other Expense. Other expense was
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MULTI SOLUTIONS II, INC.
Comparison of Nine Months Ended
Revenues. We did not generate revenues for the nine months ended
General and Administrative Expenses. General and administrative expenses for the
nine months ended
Other Expense. Other expense was
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
We have an 11% revolving credit facility with Vector in the principal amount of
up to
Discussion of Cash Flows
For the nine months ended
For the nine months ended
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MULTI SOLUTIONS II, INC.
Contractual Obligations
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 financial statements have been prepared in accordance with accounting
principles generally accepted in
Our significant accounting policies are described in more detail in Note 1 to
our financial statements included in the annual report on Form 10-K for the year
ended
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 theSEC .
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.
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