10-Q

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, 2018

MULTI SOFT II, INC.

(Exact name of registrant as specified in its charter)

Florida	000-15976	22-2588030
(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.

xYesoNo

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).

xYes oNo

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

o  Large accelerated filer	o  Accelerated filer	o  Emerging growth company	x  Smaller reporting company
o  Non-accelerated filer (Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

xYesoNo

At June 8, 2018, Multi Soft II, Inc. had 1,233,853 shares of common stock outstanding.

MULTI SOFT II, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2018

TABLE OF CONTENTS

			Pages
PART I. FINANCIAL INFORMATION
	Item 1.	Condensed Financial Statements (Unaudited)
		Condensed Balance Sheets as of April 30, 2018 and January 31, 2018	3
		Condensed Statements of Operations for the three months ended April 30, 2018 and 2017	4
		Condensed Statement of Shareholders' Deficiency for the three months ended April 30, 2018	5
		Condensed Statements of Cash Flows for the three months ended April 30, 2018 and 2017	6
		Notes to the Condensed Financial Statements	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
	Item 4.	Controls and Procedures	13
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	14
	Item 6.	Exhibits	14
SIGNATURES			15

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Multi Soft II, Inc.

Condensed Balance Sheets

	April 30, 2018			January 31, 2018
	(Unaudited)
ASSETS
Current assets:
Cash	$	22,563		$	1,685
Total assets	$	22,563		$	1,685
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses	$	83,500		$	77,940
Total current liabilities	83,500			77,940
Due to shareholder	554,813			519,347
Total liabilities	638,313			597,287
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; 1,233,853 shares issued and outstanding	1,233			1,233
Additional paid-in capital	81,323			81,323
Accumulated deficit	(698,306		)	(678,158		)
Total shareholders' deficiency	(615,750		)	(595,602		)
Total liabilities and shareholders' deficiency	$	22,563		$	1,685

See accompanying notes to condensed unaudited financial statements.

3

Multi Soft II, Inc.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended
	April 30, 2018			April 30, 2017
REVENUE	$	—		$	—
OPERATING EXPENSES:
General and administrative expenses	9,682			9,628
Total operating expenses	9,682			9,628
LOSS FROM OPERATIONS	(9,682		)	(9,628		)
OTHER EXPENSE
Interest expense	(10,466		)	(9,250		)
Total other expense	(10,466		)	(9,250		)
LOSS BEFORE TAXES	(20,148		)	(18,878		)
Income tax provision	—			—
NET LOSS	$	(20,148	)	$	(18,878	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.02	)	$	(0.02	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	1,233,853			1,233,853

See accompanying notes to condensed unaudited financial statements.

4

Multi Soft II, Inc.

Condensed Statement of Shareholders' Deficiency

(Unaudited)

				Additional
	Common Stock			Paid-in		Accumulated
	Number	Amount		Capital		Deficit			Total
Balances - February 1, 2018	1,233,853	$	1,233	$	81,323	$	(678,158	)	$	(595,602	)
Net loss	—	—		—		(20,148		)	(20,148		)
Balances - April 30, 2018	1,233,853	$	1,233	$	81,323	$	(698,306	)	$	(615,750	)

See accompanying notes to condensed unaudited financial statements.

5

Multi Soft II, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended
	April 30, 2018			April 30, 2017
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(20,148	)	$	(18,878	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in accrued interest on due to shareholder	10,466			9,251
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses	5,560			3,500
Net cash used in operating activities	(4,122		)	(6,127		)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from debt issuance	25,000			—
Net cash provided by financing activities	25,000			—
NET INCREASE (DECREASE) IN CASH	20,878			(6,127		)
CASH AT BEGINNING OF PERIOD	1,685			35,775
CASH AT END OF PERIOD	$	22,563		$	29,648
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

See accompanying notes to condensed unaudited financial statements.

6

MULTI SOFT II, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Unaudited

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization and Basis of Presentation

Multi Soft 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.

In order to minimize potential conflicts of interest which may arise because the Company's directors and officers also serve as the directors and officers of Multi Solutions II, Inc., an entity under common control, each of the Company's officers and directors have entered into an agreement with the Company and Multi Solutions II, Inc. whereby all parties have each agreed that the Company will not analyze or consider any possible business combination opportunities until Multi Solutions II, Inc. has agreed to consummate a business combination.

The unaudited interim condensed financial statements of the Company as of April 30, 2018 and for the three months ended April 30, 2018 and 2017 included herein have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions for Form 10-Q, and Article 8 of Regulation S-X. Certain information and note disclosures normally included in complete 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, 2018 and the results of its operations and its cash flows for the three months ended April 30, 2018 and 2017. 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, 2018 filed with the Securities and Exchange Commission on April 6, 2018.

(B) Financial Instruments

The carrying amounts of cash and accounts payable 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

7

MULTI SOFT II, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Unaudited

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 Equivalents

The Company considers all highly liquid cash investments with an original maturity, when purchased, of three months or less to be cash equivalents. 

(E) Loss Per Share

Basic loss per share is calculated based on loss available to common shareholders and the weighted-average number of shares outstanding during the reporting period.  Diluted earnings (loss) per share is calculated based on earnings (loss) 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

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

NOTE 2. DUE TO SHAREHOLDER

The Company has a Credit Facility with its majority shareholder, whereby, the Credit Facility provides the principal amount up to $450,000 of financing to the Company for working capital purposes. Amounts outstanding under the Credit Facility accrue interest at an annual interest rate of 11% and mature in December 2019. Principal and interest outstanding under the credit facility totaled $554,813 and $519,347, including accrued interest of $169,656 and $159,189 as of April 30, 2018 and January 31, 2018, respectively.

8

MULTI SOFT 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 Soft 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 negative working capital, shareholders' deficiency as of April 30, 2018 and have not generated 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, expiring in December 2019, which we believe provides us with access to sufficient capital for the next twelve months from the issuance date of this filing. 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 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 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.

9

MULTI SOFT II, INC.

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 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 Solutions II, Inc., an entity under common control, each of our officers and directors have entered into an agreement with us and Multi Solutions II, Inc. whereby they have each agreed that we will not analyze or consider any possible business combination opportunities until Multi Solutions II, Inc. has agreed to consummate a business combination.

If we consummate a business combination, we will use our best efforts to have our stock quoted on the OTC Bulletin Board (the “OTCBB”), and anticipate that our common stock will be eligible to trade on the OTCBB subsequent to such business combination. In addition, subsequent to such business combination, we may seek the listing of our common stock on any of the several NASDAQ markets or the NYSE American, either immediately after such business combination or sometime in the future. However, in 2011, the NASDAQ, NYSE, and NYSE American adopted a “seasoning” requirement for the listing of former reverse merger companies, which includes trading in another market for an adequate period of time at certain minimum price levels, with an adequate number of round lot shareholders and completing SEC filings during this time, although there is an exception to this requirement for firmly underwritten public offerings of at least $45 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 $45 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.

10

MULTI SOFT II, INC.

Results of Operations

Comparison of Three Months Ended April 30, 2018 and 2017

Revenues. We did not generate revenues for the three months ended April 30, 2018 and 2017, respectively.

General and Administrative Expenses. General and administrative expenses for the three months ended April 30, 2018 and 2017, were $9,682 and $9,628, respectively. During the three months ended April 30, 2018 and 2017, respectively, such expenses consisted of professional fees associated with various corporate matters. We anticipate that our general and administrative expenses will remain at these levels, subject to inflationary increases or changes in the regulatory environment, until such time as we effect a merger or other business combination with an operating business, if at all.

Other Expense. Other expense was $10,466 and $9,250 for the three months ended April 30, 2018 and 2017, respectively. Other expense for the three months ended April 30, 2018 and 2017 related to interest expense on the outstanding balance of the credit facility.

Net Loss. Our net loss for the three months ended April 30, 2018 and 2017 was $20,148 and $18,878, respectively.

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, 2018, we had a cash balance of $22,563, total liabilities of $638,313 and a negative working capital balance of approximately $60,900.

We have an 11% revolving credit facility with Vector in the principal amount of up to $450,000, maturing in December 2019. The outstanding principal and interest balance due under the credit facility was $554,813 as of April 30, 2018 , including accrued interest of $169,656. We believe this revolving credit facility provides us with access to capital sufficient for the next twelve months from the issuance date of this filing. 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, 2018, net cash and cash equivalents increased by $20,878. Net cash used in operations was $4,122. For the three months ended April 30, 2018, no cash was provided by investing activities, while cash provided by financing activities was $25,000.

For the three months ended April 30, 2017, net cash and cash equivalents decreased by $6,127. Net cash used in operations was $6,127. For the three months ended April 30, 2017, no cash was provided by investing activities and financing activities.

11

MULTI SOFT II, INC.

ContractualObligations

As a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this section.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

Our 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.

Our significant accounting policies are described in more detail in Note 1 to our condensed financial statements included in the annual report on Form 10-K.

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.

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

12

MULTI SOFT II, INC.

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 quarter 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.

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MULTI SOFT 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
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.

14

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 13, 2018	MULTI SOFT 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

15

EX-31.1

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 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;

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, 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 13, 2018

/s/ J. Bryant Kirkland III

J. Bryant Kirkland III

President and Chief Executive Officer

EX-31.2

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 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;

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 13, 2018

/s/ Deborah A. Fasanelli

Deborah A. Fasanelli

 Chief Financial Officer, Secretary and Treasurer

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

In connection with the Quarterly Report of Multi Soft II, Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2018 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 13, 2018

/s/ J. Bryant Kirkland III

J. Bryant Kirkland III

President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER

In connection with the Quarterly Report of Multi Soft II, Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2018 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 13, 2018

/s/ Deborah A. Fasanelli

Deborah A. Fasanelli

Chief Financial Officer, Secretary and Treasurer

XML

Document and Entity Information - shares	3 Months Ended
	Apr. 30, 2018	Jun. 08, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	MULTI SOFT II, INC
Entity Central Index Key	0000766404
Current Fiscal Year End Date	--01-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Apr. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding (in shares)		1,233,853

XML

Condensed Balance Sheets - USD ($)	Apr. 30, 2018	Jan. 31, 2018
Current assets:
Cash	$ 22,563	$ 1,685
Total assets	22,563	1,685
Current liabilities:
Accounts payable and accrued expenses	83,500	77,940
Total current liabilities	83,500	77,940
Due to shareholder	554,813	519,347
Total liabilities	638,313	597,287
Shareholders' deficiency:
Preferred stock, 50,000,000 shares authorized, $0.001 par value; no shares issued or outstanding	0	0
Common stock, 200,000,000 shares authorized; $0.001 par value; 1,233,853 shares issued and outstanding	1,233	1,233
Additional paid-in capital	81,323	81,323
Accumulated deficit	(698,306)	(678,158)
Total shareholders' deficiency	(615,750)	(595,602)
Total liabilities and shareholders' deficiency	$ 22,563	$ 1,685

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2018	Jan. 31, 2018
Shareholders' deficiency:
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued (in shares)	1,233,853	1,233,853
Common stock, shares outstanding (in shares)	1,233,853	1,233,853

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Income Statement [Abstract]
REVENUE	$ 0	$ 0
OPERATING EXPENSES:
General and administrative expenses	9,682	9,628
Total operating expenses	9,682	9,628
LOSS FROM OPERATIONS	(9,682)	(9,628)
OTHER EXPENSE
Interest expense	(10,466)	(9,250)
Total other expense	(10,466)	(9,250)
LOSS BEFORE TAXES	(20,148)	(18,878)
Income tax provision	0	0
NET LOSS	$ (20,148)	$ (18,878)
BASIC AND DILUTED LOSS PER SHARE (in dollars per share)	$ (0.02)	$ (0.02)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares)	1,233,853	1,233,853

XML

Condensed Statement of Shareholders' Deficiency (Unaudited)	3 Months Ended
	Apr. 30, 2018 USD ($) shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances - February 1, 2018 (in shares) | shares	1,233,853
Balances - February 1, 2018	$ (595,602)
Net loss	$ (20,148)
Balances - April 30, 2018 (in shares) | shares	1,233,853
Balances - April 30, 2018	$ (615,750)
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances - February 1, 2018 (in shares) | shares	1,233,853
Balances - February 1, 2018	$ 1,233
Balances - April 30, 2018 (in shares) | shares	1,233,853
Balances - April 30, 2018	$ 1,233
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances - February 1, 2018	81,323
Balances - April 30, 2018	81,323
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances - February 1, 2018	(678,158)
Net loss	(20,148)
Balances - April 30, 2018	$ (698,306)

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$ (20,148)	$ (18,878)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in accrued interest on due to shareholder	10,466	9,251
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses	5,560	3,500
Net cash used in operating activities	(4,122)	(6,127)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from debt issuance	25,000	0
Net cash provided by financing activities	25,000	0
NET INCREASE (DECREASE) IN CASH	20,878	(6,127)
CASH AT BEGINNING OF PERIOD	1,685	35,775
CASH AT END OF PERIOD	22,563	29,648
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

XML

Summary of Significant Accounting Policies and Organization

3 Months Ended

Apr. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Organization

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization and Basis of Presentation

Multi Soft 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.

In order to minimize potential conflicts of interest which may arise because the Company's directors and officers also serve as the directors and officers of Multi Solutions II, Inc., an entity under common control, each of the Company's officers and directors have entered into an agreement with the Company and Multi Solutions II, Inc. whereby all parties have each agreed that the Company will not analyze or consider any possible business combination opportunities until Multi Solutions II, Inc. has agreed to consummate a business combination.

The unaudited interim condensed financial statements of the Company as of April 30, 2018 and for the three months ended April 30, 2018 and 2017 included herein have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions for Form 10-Q, and Article 8 of Regulation S-X. Certain information and note disclosures normally included in complete 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, 2018 and the results of its operations and its cash flows for the three months ended April 30, 2018 and 2017. 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, 2018 filed with the Securities and Exchange Commission on April 6, 2018.

(B) Financial Instruments

The carrying amounts of cash and accounts payable 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 Equivalents

The Company considers all highly liquid cash investments with an original maturity, when purchased, of three months or less to be cash equivalents. 

(E) Loss Per Share

Basic loss per share is calculated based on loss available to common shareholders and the weighted-average number of shares outstanding during the reporting period.  Diluted earnings (loss) per share is calculated based on earnings (loss) 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

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

XML

Due To Shareholder

3 Months Ended

Apr. 30, 2018

Related Party Transactions [Abstract]

Due To Shareholder

DUE TO SHAREHOLDER

The Company has a Credit Facility with its majority shareholder, whereby, the Credit Facility provides the principal amount up to $450,000 of financing to the Company for working capital purposes. Amounts outstanding under the Credit Facility accrue interest at an annual interest rate of 11% and mature in December 2019. Principal and interest outstanding under the credit facility totaled $554,813 and $519,347, including accrued interest of $169,656 and $159,189 as of April 30, 2018 and January 31, 2018, respectively.

XML

Summary of Significant Accounting Policies and Organization (Policies)

3 Months Ended

Apr. 30, 2018

Accounting Policies [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Multi Soft 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.

In order to minimize potential conflicts of interest which may arise because the Company's directors and officers also serve as the directors and officers of Multi Solutions II, Inc., an entity under common control, each of the Company's officers and directors have entered into an agreement with the Company and Multi Solutions II, Inc. whereby all parties have each agreed that the Company will not analyze or consider any possible business combination opportunities until Multi Solutions II, Inc. has agreed to consummate a business combination.

The unaudited interim condensed financial statements of the Company as of April 30, 2018 and for the three months ended April 30, 2018 and 2017 included herein have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions for Form 10-Q, and Article 8 of Regulation S-X. Certain information and note disclosures normally included in complete 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, 2018 and the results of its operations and its cash flows for the three months ended April 30, 2018 and 2017. 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, 2018 filed with the Securities and Exchange Commission on April 6, 2018.

Financial Instruments

Financial Instruments

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

Use of Estimates

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.

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid cash investments with an original maturity, when purchased, of three months or less to be cash equivalents. 

Loss Per Share

Loss Per Share

Basic loss per share is calculated based on loss available to common shareholders and the weighted-average number of shares outstanding during the reporting period.  Diluted earnings (loss) per share is calculated based on earnings (loss) available to common shareholders and the weighted-average number of common and potential common shares outstanding during the reporting period.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

XML

Due To Shareholder (Details) - Majority Shareholder - USD ($)	3 Months Ended
	Apr. 30, 2018	Jan. 31, 2018
Related Party Transaction [Line Items]
Annual rate of interest	11.00%
Amount outstanding under the credit facility	$ 554,813	$ 519,347
Accrued interest under the credit facility	169,656	$ 159,189
Increase in Credit Facility
Related Party Transaction [Line Items]
Credit facility provided by the majority shareholder (up to)	$ 450,000