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Florida
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000-15976
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22-2588030
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(State or other jurisdiction of incorporation
incorporation or organization)
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Commission File Number
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(I.R.S. Employer Identification No.)
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100 S.E. Second Street, Suite 3200, Miami, Florida
(Address of principal executive offices)
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33131
(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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EX-10.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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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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•
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Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
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•
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Potential for growth, indicated by new technology, anticipated market expansion or new products;
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•
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Capital requirements and anticipated availability of required funds, to be provided by the target business or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
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•
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Strength and diversity of management, either in place or scheduled for recruitment;
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•
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The cost of participation by us as compared to the perceived tangible and intangible values and potentials;
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•
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The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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•
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The extent to which the business opportunity can be advanced;
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•
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Election of the board of directors;
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•
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Removal of directors;
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•
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Amendment to the our articles of incorporation or bylaws; and
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•
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Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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ITEM 6.
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SELECTED FINANCIAL DATA.
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ITEM 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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Name
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Age
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Positions Held
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J. Bryant Kirkland III
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47
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Chairman of the Board of Directors, President and CEO
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Deborah A. Fasanelli
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46
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Secretary, Treasurer, and CFO
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Robert L. Frome (1)
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68
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Director
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Robert M. Lundgren (1)
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54
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Director
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Name
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Fees Earned or Paid in Cash ($)
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Stock Awards ($)
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Option
Awards ($)
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Non-Equity Incentive Plan Compensation
($)
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Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)
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All Other Compensation ($)
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Total ($)
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||||
J. Bryant Kirkland III
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$
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1,250
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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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1,250
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||||
Robert L. Frome
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$
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1,250
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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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1,250
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||||
Robert M. Lundgren
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$
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1,250
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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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1,250
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Shares Beneficially Owned
|
||||
Name and Address
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Number
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Percent
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||
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||
Vector Group Ltd. (1)
100 S.E. Second Street, Suite 3200
Miami, FL 33131
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666,433
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53.3
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%
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Robert L. Frome
Olshan Grundman Frome Rosenzweig & Wolosky LLP
65 East 55th Street
New York, NY 10022
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146,615
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12.2
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%
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Michael Potter
Monarch Capital Group LLC
500 Fifth Avenue, Suite 2240
New York, NY 10110
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146,615
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12.2
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%
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J. Bryant Kirkland III
100 S.E. Second Street, Suite 3200
Miami, FL 33131
|
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—
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—
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Deborah A. Fasanelli
100 S.E. Second Street, Suite 3200
Miami, FL 33131
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—
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—
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Robert M. Lundgren
100 S.E. Second Street, Suite 3200
Miami, FL 33131
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—
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|
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—
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All Executive Officers and Directors as a group (4 persons)
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146,615
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12.2
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%
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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No.
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Description
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10.1
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Amendment No. 2 to Revolving Credit Promissory Note by and between Multi Soft II, Inc. and Vector Group Ltd. dated May 7, 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.
|
Dated:
|
May 10, 2013
|
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MULTI SOFT 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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|
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Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
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|
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By:
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/s/ Deborah A. Fasanelli
|
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|
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Name:
|
Deborah A. Fasanelli
|
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|
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Title:
|
Chief Financial Officer, Secretary and Treasurer
|
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|
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SIGNATURE
|
|
TITLE
|
|
|
||
|
|
|
|
|
||
/s/ J. Bryant Kirkland III
|
|
Chairman of the Board of Directors, President and CEO
|
|
|||
J. Bryant Kirkland III
|
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|
||||
|
|
|
|
|||
/s/ Deborah A. Fasanelli
|
|
Secretary, Treasurer and CFO
|
|
|||
Deborah A. Fasanelli
|
|
|
|
|||
|
|
|
|
|||
/s/ Robert L. Frome
|
|
Director
|
|
|||
Robert L. Frome
|
|
|
|
|||
|
|
|
|
|||
/s/ Robert M. Lundgren
|
|
Director
|
|
|||
Robert M. Lundgren
|
|
|
|
|
Pages
|
|
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
BALANCE SHEETS AS OF JANUARY 31, 2013 AND 2012
|
|
|
|
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JANUARY 31, 2013 AND 2012
|
|
|
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STATEMENTS OF SHAREHOLDERS’ DEFICIENCY FOR THE YEARS ENDED JANUARY 31, 2013 AND 2012
|
|
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STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JANUARY 31, 2013 AND 2012
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
|
Year Ended
|
|
Cumulative period from August 17, 2012 to January 31,
2013 |
||||||||
|
January 31,
2013 |
|
January 31,
2012 |
|
|||||||
|
|
|
|
|
|
||||||
REVENUE
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
||||||
General and administrative expenses
|
74,485
|
|
|
38,197
|
|
|
36,923
|
|
|||
Total operating expenses
|
74,485
|
|
|
38,197
|
|
|
36,923
|
|
|||
|
|
|
|
|
|
||||||
LOSS FROM OPERATIONS
|
(74,485
|
)
|
|
(38,197
|
)
|
|
(36,923
|
)
|
|||
|
|
|
|
|
|
||||||
OTHER EXPENSE
|
|
|
|
|
|
||||||
Interest expense
|
(8,466
|
)
|
|
(701
|
)
|
|
(6,353
|
)
|
|||
Total other expense
|
(8,466
|
)
|
|
(701
|
)
|
|
(6,353
|
)
|
|||
|
|
|
|
|
|
||||||
LOSS BEFORE TAXES
|
(82,951
|
)
|
|
(38,898
|
)
|
|
(43,276
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax provision
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
NET LOSS
|
$
|
(82,951
|
)
|
|
$
|
(38,898
|
)
|
|
$
|
(43,276
|
)
|
|
|
|
|
|
|
||||||
BASIC AND DILUTED LOSS PER SHARE
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
|
||
|
|
|
|
|
|
||||||
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
1,233,853
|
|
|
934,123
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Deficit Accumulated During the Development Stage
|
|
|
|||||||||||
|
Common Stock
|
|
|
|
|
|
||||||||||||||||
|
Number
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances - January 31, 2011
|
274,190
|
|
|
$
|
274
|
|
|
$
|
13,435
|
|
|
$
|
(134,465
|
)
|
|
$
|
—
|
|
|
$
|
(120,756
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Payment of professional fees by shareholder
|
—
|
|
|
—
|
|
|
17,500
|
|
|
—
|
|
|
—
|
|
|
17,500
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Conversion of convertible debt into common stock
|
959,663
|
|
|
959
|
|
|
35,041
|
|
|
—
|
|
|
—
|
|
|
36,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Forgiveness of accrued interest on convertible debt
|
—
|
|
|
—
|
|
|
15,347
|
|
|
—
|
|
|
—
|
|
|
15,347
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,898
|
)
|
|
—
|
|
|
(38,898
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances - January 31, 2012
|
1,233,853
|
|
|
1,233
|
|
|
81,323
|
|
|
(173,363
|
)
|
|
—
|
|
|
(90,807
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,675
|
)
|
|
(43,276
|
)
|
|
(82,951
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances - January 31, 2013
|
1,233,853
|
|
|
$
|
1,233
|
|
|
$
|
81,323
|
|
|
$
|
(213,038
|
)
|
|
$
|
(43,276
|
)
|
|
$
|
(173,758
|
)
|
|
Year ended January 31,
|
||||||
|
2013
|
|
2012
|
||||
|
|
|
|
||||
Current
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
||
Deferred
|
|
|
|
||||
Federal
|
(26,793
|
)
|
|
(12,564
|
)
|
||
State
|
(4,148
|
)
|
|
(1,945
|
)
|
||
Change in valuation allowance
|
30,941
|
|
|
14,509
|
|
||
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended January 31,
|
||||
|
2013
|
|
2012
|
||
|
|
|
|
||
Income tax at statutory rate
|
34.00
|
%
|
|
34.00
|
%
|
State income taxes, net of federal benefit
|
3.30
|
|
|
3.30
|
|
Change in valuation allowance
|
(37.30
|
)
|
|
(37.30
|
)
|
Total
|
0.00
|
%
|
|
0.00
|
%
|
|
January 31,
|
||||||
|
2013
|
|
2012
|
||||
|
|
|
|
||||
Net operating loss
|
$
|
93,740
|
|
|
$
|
62,799
|
|
Gross deferred tax assets:
|
93,740
|
|
|
62,799
|
|
||
Less: valuation allowance
|
(93,740
|
)
|
|
(62,799
|
)
|
||
Net deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
BORROWER:
|
|||
|
|
|
|
MULTI SOFT 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
|
|
|
|
|
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):
|
(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.
|
|
/s/ J. Bryant Kirkland III
|
|
J. Bryant Kirkland III
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Multi Soft 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;
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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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