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Florida
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000-12162
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22-2418056
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(State or other jurisdiction of incorporation
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Commission File Number
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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o
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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x
Smaller reporting company
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(Do not check if a smaller reporting company)
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Pages
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PART I. FINANCIAL INFORMATION
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Item 1.
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Condensed Financial Statements (Unaudited)
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Condensed Balance Sheets as of October 31, 2013 and January 31, 2013
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Condensed Statements of Operations for the three and nine months ended October 31, 2013 and 2012, and for the cumulative period from August 17, 2012 to October 31, 2013
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Condensed Statement of Shareholders' Deficiency for the nine months ended October 31, 2013
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Condensed Statements of Cash Flows for the nine months ended October 31, 2013 and 2012, and for the cumulative period from August 17, 2012 to October 31, 2013
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Notes to Condensed Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II. OTHER INFORMATION
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Item 1.
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Legal Proceedings
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Item 6.
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Exhibits
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SIGNATURES
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Three Months Ended
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Nine Months Ended
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Cumulative period from August 17, 2012 to October 31,
2013 |
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October 31,
2013 |
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October 31,
2012 |
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October 31,
2013 |
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October 31,
2012 |
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REVENUE
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$
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—
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$
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—
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$
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—
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$
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—
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$
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—
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OPERATING EXPENSES:
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General and administrative expenses
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12,208
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27,323
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50,384
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64,904
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87,231
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Total operating expenses
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12,208
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27,323
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50,384
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64,904
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87,231
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LOSS FROM OPERATIONS
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(12,208
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)
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(27,323
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)
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(50,384
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)
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(64,904
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)
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(87,231
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)
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OTHER EXPENSE
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Interest expense
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(5,414
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)
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(3,453
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(13,956
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(5,592
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)
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(21,026
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)
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Total other expense
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(5,414
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)
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(3,453
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(13,956
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(5,592
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)
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(21,026
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)
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LOSS BEFORE TAXES
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(17,622
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)
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(30,776
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)
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(64,340
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)
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(70,496
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)
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(108,257
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)
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Income tax provision
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—
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—
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—
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—
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—
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NET LOSS
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$
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(17,622
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$
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(30,776
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$
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(64,340
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)
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$
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(70,496
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)
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$
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(108,257
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BASIC AND DILUTED LOSS PER SHARE
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$
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(0.01
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$
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(0.02
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$
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(0.03
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$
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(0.04
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BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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1,899,575
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1,898,727
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1,899,298
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1,898,727
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Common Stock
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Additional
Paid-in
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Accumulated
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Deficit Accumulated During the Development Stage
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Number
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Amount
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Capital
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Deficit
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Total
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Balances - January 31, 2013
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1,898,727
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$
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1,899
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$
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8,418,685
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$
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(8,529,007
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)
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$
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(43,917
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)
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$
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(152,340
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)
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Net loss
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—
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—
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—
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—
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(64,340
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)
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(64,340
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Adjustments to outstanding shares per stock transfer amount
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848
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1
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(1
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—
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—
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—
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Balances - October 31, 2013
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1,899,575
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$
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1,900
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$
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8,418,684
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$
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(8,529,007
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)
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$
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(108,257
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)
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$
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(216,680
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)
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•
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the success or failure of our efforts to implement our plan of operation;
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•
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our ability to fund our operating expenses;
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•
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our ability to compete with other companies that have a similar plan of operation;
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•
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the effect of changing economic conditions impacting our plan of operation;
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•
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our ability to meet the other risks as may be described in future filings with the SEC.
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No.
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Description
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10.1
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Amendment No. 3 to Revolving Credit Promissory Note by and between Multi Solutions II, Inc. and Vector Group Ltd. dated November 22, 2013.
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31.1
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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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31.2
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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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32.1
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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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32.2
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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
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***
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XBRL Instance Document
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101.SCH
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***
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XBRL Taxonomy Extension Schema
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101.CAL
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***
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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***
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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***
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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***
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XBRL Taxonomy Extension Presentation Linkbase
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***
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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.
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Dated:
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November 25, 2013
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MULTI SOLUTIONS II, INC.
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By:
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/s/ J. Bryant Kirkland III
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Name:
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J. Bryant Kirkland III
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Title:
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President and Chief Executive Officer
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By:
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/s/ Deborah A. Fasanelli
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Name:
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Deborah A. Fasanelli
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Title:
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Chief Financial Officer, Secretary and Treasurer
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BORROWER:
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MULTI SOLUTIONS II, INC., a Florida Corporation
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By:
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/s/ Robert M. Lundgren
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Name:
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Robert M. Lundgren
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Director
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LENDER:
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VECTOR GROUP LTD., a Delaware Corporation
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By:
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/s/ Marc N. Bell
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Name:
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Marc N. Bell
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Vice President, General Counsel and Secretary
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ J. Bryant Kirkland III
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J. Bryant Kirkland III
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Multi Solutions II, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Deborah A. Fasanelli
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Deborah A. Fasanelli
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Chief Financial Officer, Secretary and Treasurer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ J. Bryant Kirkland III
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J. Bryant Kirkland III
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President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Deborah A. Fasanelli
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Deborah A. Fasanelli
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Chief Financial Officer, Secretary and Treasurer
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