MULTI SOLUTIONS II, INC. 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 negative 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") in the
principal amount of up to
We do not currently engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs associated with being a publicly traded company, including the filing of Exchange Act reports, and we could also incur expenses and expenditures related to: (i) investigating and analyzing business combinations; and (ii) 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 which 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 that 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 meaningful 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.
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
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--------------------------------------------------------------------------------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
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. Subsequent to such business combination, we may seek the
listing of our common stock on any of the several NASDAQ markets or the NYSE
American, either immediately after such business combination or sometime in the
future. However, in 2011, the NASDAQ, NYSE, and NYSE American adopted a
"seasoning" requirement for the listing of former reverse merger companies,
which includes trading in another market for an adequate period of time at
certain minimum price levels, with an adequate number of round lot shareholders
and completing
.
Results of Operations
Comparison of Years Ended
Revenues. We did not generate revenues for the years ended
General and Administrative Expenses. General and administrative expenses for the
years ended
Other Expense. Other expense was
Net Loss. Our net loss for the years ended
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--------------------------------------------------------------------------------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
In
Discussion of Cash Flows
For the year ended
For the year ended
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
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 regarding contractual obligations requested by Item 7.
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--------------------------------------------------------------------------------Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
Critical Accounting Policies
Management has not identified any critical accounting policies.
Critical Accounting Estimates
Our financial statements have been prepared in accordance with accounting
principles generally accepted in
Our significant accounting policies are described in more detail in Note 1 to our financial statements included in this annual report on Form 10-K.
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