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

                                   FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of The Securities Exchange Act
of 1934

                  For the quarterly period ended June 30, 2003

[  ]   Transition report under Section 13 or 15(d) of The Securities Exchange
Act of 1934

                  For the transition period from _______ to _______

                  Commission file number 000-21295

                              THINKING TOOLS, INC.
       (Exact Name of Small Business Issuer as Specified in Its Charter)

      Delaware                                                77-0436410
-------------------                                     -----------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

           200 Park Avenue, Suite 3900, New York, New York, 10166
-------------------------------------------------------------------------------
                  (Address of principal executive offices)

                               (212) 808-7474
-------------------------------------------------------------------------------
               (Issuer's telephone number, including area code)

As of January 31, 2004, 10,204,637 shares of Common Stock, $.001 par value,
were outstanding.

Transitional Small Business Disclosure Format (Check one):   Yes    No X
                                                                ----   -


<PAGE>


                              THINKING TOOLS, INC.
                     10-QSB FOR THE QUARTERLY PERIOD ENDED
                                 June 30, 2003
                                     INDEX




Part I -   FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

           Balance Sheet as of June 30, 2003

           Statements of Operations for the six month

           periods ended June 30, 2003 and 2002................................

           Statements of Cash Flows for the six month

           periods ended June 30, 2003 and 2002................................

           Notes to Financial Statements.......................................

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR
           PLAN OF OPERATION...................................................

Item 3.    CONTROLS AND PROCEDURES

Part II -  OTHER INFORMATION

Item 6.    EXHIBITS AND REPORTS ON FORM 8 K....................................

           Signatures..........................................................


<PAGE>


                              THINKING TOOLS, INC.
                       INDEX TO THE FINANCIAL STATEMENTS
                                 June 30, 2003




         FINANCIAL STATEMENTS

         Balance Sheet as of June 30, 2003.................................. 1

         Statements of Operations for the three and six-month
         periods ended June 30, 2003 and 2002............................... 2

         Statements of Cash Flows for the six-month
         periods ended June 30, 2003 and 2002............................... 3

         Notes to Financial Statements.................................... 4-5


<PAGE>


                              THINKING TOOLS, INC.
                                 BALANCE SHEET
                                 June 30, 2003
                                  (Unaudited)


(IN THOUSANDS, except per share amounts)


ASSETS
CURRENT ASSETS
  Cash
                                                                   $         --


                                                                   ------------
TOTAL ASSETS
                                                                   $         --

                                                                   ============
CURRENT LIABILITIES:
  Note payable - related party                                     $      1,000
  Loan payable - related party                                               81
  Accounts payable                                                          267
  Accrued expenses                                                          415

                                                                   ------------
    Total current liabilities                                             1,763

                                                                   ============
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
  Preferred stock, Series A $.001 par value; 3,000,000 shares authorized;
    1,148,799 shares issued and outstanding                                   1
  Preferred stock, Series B $.001 par value, 200 shares authorized,
    200 shares issued and outstanding                                        --
  Preferred stock, Series C $.001 par value, 400,000 shares authorized,
    none issued or outstanding                                               --
  Common stock, $.001 par value: 20,000,000 shares authorized; 10,204,637
    shares issued and outstanding                                            10
  Additional paid-in capital                                             20,778
  Accumulated deficit                                                  (22,552)
                                                                   ------------

    Total shareholders' deficiency                                      (1,763)
                                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY
                                                                   $         --
                                                                   ============













See Notes to Financial Statements






                                       1
<PAGE>




                              THINKING TOOLS, INC.
                            STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                  (Unaudited)

                                    Three Months Ended        Six Months Ended
                                         June 30,                  June 30,
                                    ------------------      ------------------
                                        2003      2002          2003      2002
                                    --------  --------      --------  --------
REVENUES                              $   --    $   --        $   --    $   --
                                      ------    ------        ------    ------
OPERATING EXPENSES
  Selling, general and administrative     23        15            31        22
                                      ------    ------        ------    ------
LOSS FROM OPERATIONS                     (23)      (15)          (31)      (22)
                                      ------    ------        ------    ------
OTHER EXPENSE
  Interest                                27        27            54        51
                                      ------    ------        ------    ------
LOSS FROM CONTINUING OPERATIONS          (50)      (42)          (85)      (73)

DISCONTINUED OPERATIONS
  Gain from abandonment of subsidiary
    (net of income tax effect of $0)      --        --            --       916
                                      ------    ------        ------    ------
    Total discontinued operations         --        --            --        --
                                      ------    ------        ------    ------
NET INCOME (LOSS)                     $  (50)    $ (42)       $  (85)   $  843
                                      ======    ======        ======    ======


BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
  Loss from continuing operations     $   --    $   --        $(0.01)   $(0.01)
  Gain from abandonment of subsidiary     --        --            --      0.09
                                      ------    ------        ------    ------
BASIC AND DILUTED NET INCOME (LOSS)
  PER SHARE                           $   --    $   --        $(0.01)   $ 0.08
                                      ======    ======        ======    ======
SHARES USED IN CALCULATION OF
  NET INCOME (LOSS) PER SHARE         10,205    10,205        10,205    10,205
                                      ======    ======        ======    ======


















See Notes to Financial Statements


                                       2
<PAGE>


                              THINKING TOOLS, INC.
                            STATEMENTS OF CASH FLOWS
                         (IN THOUSANDS EXCEPT PER SHARE
                               DATA) (Unaudited)
                                                     Six  Months Ended June 30,
                                                          2003          2002
                                                         -------       -------

CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES

  Net Income (Loss)                                      $  (85)      $  843
  Adjustments to reconcile net loss to net cash used in
   operating activities
    Gain from loss on abandonment of subsidiary              --         (916)
    Interest expense attributable to note and related
       party loan payable                                    54           51
  Changes in current assets and liabilities:
    Accounts payable                                         23          (84)
                                                          -------      -------
Net cash used by operating activities                        (8)        (106)
                                                          -------      -------
CASH FLOWS FROM (USED) IN FINANCING ACTIVITIES
  Proceeds from note payable                                  7           33
  Proceeds from related party loan                           --           74
                                                          -------      -------
Net cash provided by financing activities                     7          107
                                                          -------      -------
Net Increase (Decrease) in cash                              (1)           1

CASH AND EQUIVALENTS, beginning of year                       1            1
                                                          -------      -------
CASH AND EQUIVALENTS, end of period                       $   --        $   2
                                                          =======      =======
















See Notes to Financial Statements




                                       3
<PAGE>






                              THINKING TOOLS, INC.
                         NOTES TO FINANCIAL STATEMENTS

1.    Basis of Presentation

      These Financial  Statements should be read in conjunction with a reading
      of the Company's  Annual Report on Form 10-KSB for the fiscal year ended
      December 31, 2002.

      The accompanying  unaudited  consolidated financial statements have been
      prepared in accordance  with generally  accepted  accounting  principles
      applicable to interim  financial  information and with the  requirements
      of Form  10-QSB and Item 310 of  Regulation  S-B of the  Securities  and
      Exchange  Commission.  Accordingly,  they  do  not  include  all  of the
      information and footnotes  required by accounting  principles  generally
      accepted  in  the  United  States  for  complete  financial  statements.
      Interim  results are not  necessarily  indicative  of results for a full
      year.  In  the  opinion  of  management,   all  adjustments   considered
      necessary  for a fair  presentation  of the  financial  position and the
      results of operations  and cash flows for the interim  periods have been
      included.

      The financial  statements  have been prepared under the assumption  that
      the Company will continue as a going concern.  However,  from inception,
      the   Company   has   experienced   continuing   losses,   which   total
      approximately $22,552,000 through June 30, 2003, and has no assets.

      The  Company's  continued  existence  is  dependent  on its  ability  to
      negotiate an acquisition,  to raise additional  financing and to develop
      successful  future  operations.  The  Company  intends  to  continue  to
      locate and enter into  transactions  with existing,  public or privately
      held companies,  which, in Management's  view, have growth  potential (a
      "Target  Business").  To that end, the Company is  currently  engaged in
      negotiations  with  a  few  candidates.  In  connection  with  any  such
      potential  transaction,  it is expected  that the Company  would  obtain
      financing, although there can be no assurance in this regard.

      Management  believes  that the actions  presently  being taken to revise
      the  Company's  operating and  financial  requirements  will provide the
      opportunity  for the Company to continue as a going concern.  Therefore,
      the  financial  statements  do not  include any  adjustments  that might
      result from the outcome of this uncertainty.

2.    Discontinued Operations

      In  December   2000,   the  Company   discontinued   the  operations  of
      StartFree.  In 2000,  StartFree  earned revenues  approximating  $46,000
      and incurred operating expenses  approximating  $2,306,000.  Assets that
      were  abandoned  were  property  and  equipment  approximating  $39,000,
      prepaid advertising  approximating  $274,000 and goodwill  approximating
      $2,664,000.  The Company recorded shutdown costs approximating  $63,000,
      which were  included  in loss on  disposal  of  subsidiary.  Included in
      accounts  payable and accrued expenses at December 31, 2001, is $916,000
      related  to  the  remaining   obligations  and  the  shutdown  costs  of
      StartFree.

      Creditors   were  notified  in  February  2001  that  StartFree  had  no
      available assets with which to settle its  obligations.  Effective March
      1, 2002,  StartFree was  dissolved due to the  revocation of its charter
      by the  State  of  Delaware,  at  which  time  it was  abandoned  by the
      Company.  The  Company is not liable for  StartFree's  obligations.  The
      financial   statements  since  December  2000  include  no  activity  of
      StartFree  until the  abandonment on March 1, 2002. On this date, a gain
      on abandonment of StartFree of $916,000 was recognized  upon the removal
      of the  remaining  liabilities  of  StartFree,  consisting  of  accounts
      payable of $853,000 and accrued expenses of $63,000.



                                       4
<PAGE>


                              THINKING TOOLS, INC.
                         NOTES TO FINANCIAL STATEMENTS


3.    Note Payable

      At June 30, 2003,  Europa  International  Inc., a related party,  held a
      convertible  note  payable  of  $1,000,000.  Through  June 30,  2003,  a
      liability  for  interest of  approximately  $266,000  has accrued on the
      note.

      For the three and six months  ended June 30, 2003 and 2002,  the Company
      recorded  non cash  interest  expense  approximating  $27,000,  $54,000,
      $27,000 and $51,000,  respectively,  in connection with accrued interest
      on the note and related party loans (see Note 4).

4.    Loans payable - related party

      During  the six  months  ended  June  30,  2003,  the  Company  received
      advances of  approximately  $7,000 from Europa  International,  Inc.,  a
      related  party.  These loans bear  interest at 10% per annum and are due
      upon  demand.  The  balance  of  loans  payable  at June  30,  2003  was
      approximately  $81,000 with accrued  interest  thereon of  approximately
      $9,000.

5.    Subsequent event

      Pursuant to a letter of intent dated  November 12, 2003, the Company has
      agreed  with  GVI  Security,  Inc.  ("GVI")  to  enter  into  definitive
      agreements  providing for the merger of GVI with and into a newly formed
      wholly owned subsidiary of the Company.  A limited liability company of
      which Europa is a 50% member holds approximately 38% of the outstanding
      common stock of GVI.  Fred Knoll,  our  Chairman,  is the  principal of
      Knoll Capital  Management,  L.P.,  which is the investment  manager for
      Europa.  GVI  is  the  exclusive   distributor  of  Samsung  Electronics
      security products in North America,  and distributes video  surveillance
      and other  security  products to wholesale  distributors  and consumers.
      The letter of intent provides that in such merger,  the  stockholders of
      GVI would be issued  shares of a new class of our  preferred  stock that
      upon  conversion  would  constitute  95% of our  outstanding  shares  of
      Common  Stock  on  a  fully-diluted  basis,   resulting  in  substantial
      dilution to our current  stockholders.  The definitive  agreements would
      contain customary  representations,  warranties and closing  conditions.
      There can be no assurance that the merger with GVI will be consummated.



                                       5
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Statements contained in this Quarterly Report on Form 10-QSB, other than
the historical financial information, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All
such forward-looking statements involve known and unknown risks, uncertainties
or other factors which may cause actual results, performance or achievement of
the Company to be materially different from any future results, performance or
achievement expressed or implied by such forward-looking statements. Factors
that might cause such a difference include, but are not limited to, risks and
uncertainties related to the substantial capital requirements, development of
effective internal processes and systems, the ability to attract and retain high
quality employees, changing overall economy and other risks described herein and
in the Company's 2002 Annual Report on Form 10-KSB.

      PLAN OF OPERATION

     We have not had active business operations since December 2000, when we
discontinued the operations of Startfree.com. Since that time, our activities
have been limited to evaluating from time to time candidates with which to enter
into business combinations or strategic transactions.

     We intend to locate and enter into a transaction with an existing, public
or privately-held company that, in management's view, has growth potential (a
"Target Business"). To that end, the Company is currently engaged in
negotiations with several candidates. A transaction with a Target Business may
be structured as a merger, consolidation, exchange of the Company's common stock
for stock or assets of the Target Business or any other form which will result
in the combined enterprise remaining a publicly-held corporation.

     Pending negotiation and consummation of a transaction with a Target
Business, the Company anticipates that it will have, aside from carrying on its
search for a transaction partner, no business activities, and, thus, no source
of revenue. Should the Company incur any significant liabilities prior to a
combination with a Target Business, it may not be able to satisfy without
additional financing such liabilities as are incurred.

     We anticipate that our expenses will increase as we continue to locate and
enter into transactions with Target Businesses, and we expect to continue to
incur losses for the foreseeable future.

     The Company currently does not have sufficient cash to meet its cash
requirements. The Company expects that it will be required to continue to borrow
from stockholders and affiliates of its stockholders to meet such requirements.

     Our continued existence is dependent on our ability to negotiate additional
acquisitions, to raise additional financing and to develop successful
operations.

Subsequent Event
----------------

     Pursuant to a letter of intent dated November 12, 2003, we have agreed with
GVI Security, Inc. to enter into definitive agreements providing for the merger
of GVI with and into a newly formed wholly-owned subsidiary of ours.
Approximately 38% of the outstanding common stock of GVI is held by a limited
liability company of which Europa International, Inc., our principal
stockholder, is a 50% member. Fred Knoll, our Chairman, is the principal of
Knoll Capital Management, L.P., which is the investment manager for Europa. GVI
is the exclusive distributor of Samsung Electronics security products in North
America, and distributes video surveillance and other security products to
wholesale distributors and consumers. The letter of intent provides that in such
merger, the stockholders of GVI would be issued shares of a new class of our
preferred stock that upon conversion would constitute 95% of our outstanding
shares of Common Stock on a fully-diluted basis, resulting in substantial
dilution to our current stockholders. The definitive agreements would contain
customary representations, warranties and closing conditions. There can be no
assurance that the merger with GVI will be consummated.

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

     The Company's chief executive officer, after evaluating the effectiveness
of the Company's "disclosure controls and procedures" (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended) as of a date
(the "Evaluation Date") within 90 days before the filing date of this quarterly
report, has concluded that the Company's disclosure controls and procedures are
effective in ensuring that material information required to be disclosed is
included in the reports that it files with the Securities and Exchange
Commission.

Changes in Internal Controls
----------------------------

     There were no significant changes in the Company's internal controls or, to
the knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the Evaluation Date.





                          PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

31           Certification pursuant to Rule 13a-14(a) of the Exchange Act
32           Certification pursuant to Rule 13a-14(b) of the Exchange Act and
             18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002

      (b)   Reports on Form 8-K

            None



<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          THINKING TOOLS, INC.
Dated:  February 12, 2004
                                          By: Moshe Zarmi
                                              -----------------------
                                          Name:  Moshe Zarmi
                                          Title: President and Chief
                                                 Executive Officer