UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q
 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended April 30, 2015
 

MULTI SOLUTIONS II, INC.
(Exact name of registrant as specified in its charter)
Florida
000-12162
22-2418056
(State or other jurisdiction of incorporation
Commission File Number
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 

4400 Biscayne Boulevard, 10th Floor
Miami, Florida 33137
305/579-8000
(Address, including zip code and telephone number, including area code,
of the principal executive offices)
 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the preceding 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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

I ndicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
o   Large accelerated filer
o   Accelerated filer
o   Non-accelerated filer
x   Smaller reporting company
 
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. x Yes o No

At June 3, 2015 , Multi Solutions II, Inc. had 1,899,575 shares of common stock outstanding.
______________________________________________________________________________


MULTI SOLUTIONS II, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2015

TABLE OF CONTENTS

 
 
Pages
PART I. FINANCIAL INFORMATION
 
 
 
 
Item 1.
 Condensed Financial Statements (Unaudited)
 
 
 
 
 
Condensed Balance Sheets as of April 30, 2015 and January 31, 2015
 
 
 
 
Condensed Statements of Operations for the three months ended April 30, 2015 and 2014
 
 
 
 
Condensed Statement of Shareholders' Deficiency for the three months ended April 30, 2015
 
 
 
 
Condensed Statements of Cash Flows for the three months ended April 30, 2015 and 2014
 
 
 
 
Notes to Condensed Financial Statements
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 6.
Exhibits
 
 
 
SIGNATURES
 



PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements




Multi Solutions II, Inc.
Condensed Balance Sheets
(Unaudited)

 
April 30,
2015
 
January 31,
2015
 
 
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
Cash
$
23,157

 
$
27,032

Total assets
$
23,157

 
$
27,032

 
 
 
 
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
 
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
18,000

 
$
15,000

Total current liabilities
18,000

 
15,000

 
 
 
 
Due to shareholder
333,563

 
326,242

 
 
 
 
Total liabilities
351,563

 
341,242

 
 
 
 
Shareholders' deficiency:
 
 
 
Preferred stock, 50,000,000 shares authorized, $0.001 par value; no shares issued or outstanding
—

 
—

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
(8,748,990
)
 
(8,734,794
)
Total shareholders' deficiency
(328,406
)
 
(314,210
)
Total liabilities and shareholders' deficiency
$
23,157

 
$
27,032



See accompanying notes to condensed financial statements.

3


Multi Solutions II, Inc.
Condensed Statements of Operations
(Unaudited)

 
Three Months Ended
 
April 30,
2015
 
April 30,
2014
 
 
 
 
REVENUE
$
—

 
$
—

 
 
 
 
OPERATING EXPENSES:
 
 
 
General and administrative expenses
6,875

 
13,928

Total operating expenses
6,875

 
13,928

 
 
 
 
LOSS FROM OPERATIONS
(6,875
)
 
(13,928
)
 
 
 
 
OTHER EXPENSE
 
 
 
Interest expense
(7,321
)
 
(5,918
)
Total other expense
(7,321
)
 
(5,918
)
 
 
 
 
LOSS BEFORE TAXES
(14,196
)
 
(19,846
)
 
 
 
 
Income tax provision
—

 
—

 
 
 
 
NET LOSS
$
(14,196
)
 
$
(19,846
)
 
 
 
 
BASIC AND DILUTED LOSS PER SHARE
$
(0.01
)
 
$
(0.01
)
 
 
 
 
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
1,899,575

 
1,899,575




See accompanying notes to condensed financial statements.

4

Multi Solutions II, Inc.
Condensed Statement of Shareholders' Deficiency
(Unaudited)

 
 
Common Stock
 
Additional
Paid-in
 
Accumulated
 
 
 
Number
 
Amount
 
Capital
 
Deficit
 
Total
 
 
 
 
 
 
 
 
 
 
Balances - January 31, 2015
1,899,575

 
$
1,900

 
$
8,418,684

 
$
(8,734,794
)
 
$
(314,210
)
 
 
 
 
 
 
 
 
 
 
Net loss
—

 
—

 
—

 
(14,196
)
 
(14,196
)
 
 
 
 
 
 
 
 
 
 
Balances - April 30, 2015
1,899,575

 
$
1,900

 
$
8,418,684

 
$
(8,748,990
)
 
$
(328,406
)



See accompanying notes to condensed financial statements.

5


Multi Solutions II, Inc.
Condensed Statements of Cash Flows
(Unaudited)

 
Three Months Ended
 
April 30,
2015
 
April 30,
2014
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(14,196
)
 
$
(19,846
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Increase in accounts payable and accrued expenses
10,321

 
5,088

Net cash used in operating activities
(3,875
)
 
(14,758
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from debt issuance
—

 
25,000

Net cash provided by financing activities
—

 
25,000

 
 
 
 
NET CHANGE IN CASH
(3,875
)
 
10,242

 
 
 
 
CASH AT BEGINNING OF PERIOD
27,032

 
9,763

 
 
 
 
CASH AT END OF PERIOD
$
23,157

 
$
20,005

 
 
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
 
 
 
 
 
Interest paid
$
—

 
$
—

Income taxes paid
$
—

 
$
—

 
 
 
 

See accompanying notes to condensed financial statements.

6

MULTI SOLUTIONS II, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
 
NOTE 1.   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. 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.

The unaudited interim condensed financial statements of the Company as of April 30, 2015 and for the three months ended April 30, 2015 and 2014 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 8 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in 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 April 30, 2015 and the results of its operations and its cash flows for the three months ended April 30, 2015 and 2014 . 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, 2015 filed with the Securities and Exchange Commission.

(B) Financial Instruments

The carrying amounts of cash, accounts payable, and accrued expenses approximate their fair values due to their short term nature and that they are receivable or payable upon demand.

(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
 

7
MULTI SOLUTIONS II, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited


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) Recently Issued Accounting Standards

In August 2014, the FASB issued ASU 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.

NOTE 2.   DUE TO SHAREHOLDER

In April 2012, the Company executed the Credit Facility with its majority shareholder providing for the repayment of all costs in excess of $17,500 paid by the majority shareholder on behalf of the Company. The Credit Facility provides up to $450,000 , as amended on June 3, 2015 , 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 2018 , as amended on June 3, 2015 . Principal and interest outstanding under the credit facility totaled $333,563 and $326,242 , including accrued interest of $64,366 and $57,045 , as of April 30, 2015 and January 31, 2015 , respectively.


8
MULTI SOLUTIONS II, INC.


Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with Multi Solutions 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 positive working capital, negative shareholders' equity and have not earned 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 $450,000 , as amended on June 3, 2015 , which we believe provides us with access to sufficient capital for the next twelve months. 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 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.


9
MULTI SOLUTIONS II, INC.

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 MKT, either immediately after such business combination or sometime in the future. However, in 2011, the NASDAQ, NYSE, and NYSE MKT 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 of at least $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 $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 April 30, 2015 and 2014

Revenues. We did not generate revenues for the three months ended April 30, 2015 and 2014 , respectively.

General and Administrative Expenses . General and administrative expenses for the three months ended April 30, 2015 and 2014 were $6,875 and $13,928 , respectively. During the three months ended April 30, 2015 and 2014 , such expenses consisted of professional fees associated with various corporation matters. We anticipate that our general and administrative expenses will remain low until such time as we effect a merger or other business combination with an operating business, if at all.

Other Expense. Other expense was $7,321 and $5,918 for the three months ended April 30, 2015 and 2014 , respectively. Other expense for the three months ended April 30, 2015 and 2014 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 April 30, 2015 and 2014 was $14,196 and $19,846 , respectively.


10
MULTI SOLUTIONS II, INC.

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 April 30, 2015 , we had a cash balance of $23,157 , total liabilities of $351,563 and a positive working capital balance of approximately $5,200 .

In April 2012 we entered into an 11% revolving credit promissory note in favor of Vector in the principal amount of up to $450,000 , as amended on June 3, 2015 , and the outstanding principal and interest balance owed to Vector as of April 30, 2015 was $333,563 , including accrued interest of $64,366 . We believe this revolving credit arrangement provides us with access to capital sufficient for the next twelve months. 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 three months ended April 30, 2015 , net cash and cash equivalents decreased by $3,875 . Net cash used in operations was $3,875 . For the three months ended April 30, 2015 , no cash was provided by investing or financing activities.    

For the three months ended April 30, 2014 , net cash and cash equivalents increased by $10,242 . Net cash used in operations was $14,758 . For the three months ended April 30, 2014 , no cash was provided by investing activities, while $25,000 was provided by financing activities.

Liquidity Sources

We satisfy our cash needs by drawing on the 11% revolving credit promissory note in favor of Vector in the principal amount of up to $450,000 , as amended on June 3, 2015 which had an outstanding principal and interest balance of $333,563 as of April 30, 2015 .

We may seek to raise additional capital through the issuance of equity or debt, including loans from related parties, to acquire sufficient liquidity to satisfy our future liabilities. Such additional capital may not be available timely or on terms acceptable to us, if at all. Our plans to repay our liabilities as they become due may be impacted adversely by our inability to have sufficient liquid assets to satisfy our liabilities.

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.


11
MULTI SOLUTIONS II, INC.

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, revenues, 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.

While 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 January 31, 2015, we believe the policies discussed below are the most critical to understanding our condensed financial position and results of operations.

Income Taxes

We use 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. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against our deferred tax assets. We have recorded a full valuation allowance against our deferred tax assets since we have determined that it is more likely than not that we may not be able to realize our deferred tax asset in the future.

As of April 30, 2015 , we have net operating loss carryforwards of approximately $8,749,000 . The carryforwards expire through the year 2035 . Our net operating loss carryforwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Tax Acts of some jurisdictions contain provisions which may limit the net operating loss carryforwards available to be used in any given year if certain events occur, including significant changes in ownership interests. As a result of various equity transactions, management believes we experienced an “ownership change” in 2011, as defined by Section 382 of the Internal Revenue Code, which limits the annual utilization of net operating loss carryforwards incurred prior to the ownership change. As calculated, the Section 382 limitation does not necessarily impact the ultimate recovery of the U.S. net operating loss; although it will defer the realization of the tax benefit associated with certain of the net operating loss carryforwards.


12
MULTI SOLUTIONS II, INC.

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.

13
MULTI SOLUTIONS II, INC.


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 period 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.



14
MULTI SOLUTIONS II, INC.


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

No.

 
 
Description
 
 
 
 
10.1

 
 
Amendment No. 5 to Revolving Credit Promissory Note by and between Multi Solutions II, Inc. and Vector Group, Ltd. dated June 3, 2015.
 
 
 
 
31.1

 
 
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.
 
 
 
 
31.2

 
 
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.
 
 
 
 
32.1

 
 
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.
 
 
 
 
32.2

 
 
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.
 
 
 
 
101.INS

***
 
XBRL Instance Document
 
 
 
 
101.SCH

***
 
XBRL Taxonomy Extension Schema
 
 
 
 
101.CAL

***
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
 
101.DEF

***
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
 
101.LAB

***
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
 
101.PRE

***
 
XBRL Taxonomy Extension Presentation Linkbase
 
 
 
 
***

 
 
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.






15


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.

            

Dated:
June 3, 2015
 
MULTI SOLUTIONS II, INC.
 
 
 
 
By:
/s/ J. Bryant Kirkland III
 
 
 
 
Name:
J. Bryant Kirkland III
 
 
 
 
Title:
President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
By:
/s/ Deborah A. Fasanelli
 
 
 
 
Name:
Deborah A. Fasanelli
 
 
 
 
Title:
Chief Financial Officer, Secretary and Treasurer
 


16





June 3, 2015

Multi Solutions II, Inc.
4400 Biscayne Boulevard; 10 th Floor
Miami, FL 33137

Re:    Amendment No. 5 to Revolving Credit Promissory Note

Reference is made to the Revolving Credit Promissory Note (the “Revolver”) dated April 23, 2012 in consideration of the mutual agreements and covenants contained and other good and valuable consideration, the parties hereto agree to increase the Commitment Amount, as defined in the Revolver, from $350,000 to $450,000 and extend the Maturirty Date of the Revolver to December 31, 2018 from December 31, 2017.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to the Revolving Credit Promissory Note to be duly executed and attested, all as of the date first written above.

BORROWER:

MUTLI SOLUTIONS II, INC., a Florida Corporation


By:     /s/ Robert M. Lundgren        
Name:    Robert M. Lundgren
Director

LENDER:

VECTOR GROUP LTD., a Delaware Corporation


By:     /s/ Marc N. Bell            
Name:    Marc N. Bell
Vice President, General Counsel and Secretary



EXHIBIT 31.1

RULE 13a-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, J. Bryant Kirkland III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Multi Solutions II, Inc.;

2. 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;

3. 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;

4.
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:

(a)
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;

(b)
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;

(c)
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

(d)
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;

5.
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):

(a)
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

(b)
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.


Date:     June 3, 2015

    
 
/s/ J. Bryant Kirkland III
 
J. Bryant Kirkland III
 
President and Chief Executive Officer





EXHIBIT 31.2
RULE 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, Deborah A. Fasanelli, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Multi Solutions II, Inc.;

2.
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;

3.
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;

4.
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:

(a)
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;

(b)
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;

(c)
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

(d)
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

5.
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):

(a)
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

(b)
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.

Date: June 3, 2015
 
/s/ Deborah A. Fasanelli
 
Deborah A. Fasanelli
 
 Chief Financial Officer, Secretary and Treasurer





EXHIBIT 32.1


SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER


In connection with the Quarterly Report of Multi Solutions II, Inc. (the “Company”) on Form 10-Q for the quarter ended
April 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Bryant Kirkland III, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

June 3, 2015

    
 
/s/ J. Bryant Kirkland III
 
J. Bryant Kirkland III
 
President and Chief Executive Officer





EXHIBIT 32.2


SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER


In connection with the Quarterly Report of Multi Solutions II, Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah A. Fasanelli, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

June 3, 2015
 
/s/ Deborah A. Fasanelli
 
Deborah A. Fasanelli
 
 Chief Financial Officer, Secretary and Treasurer