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 March 31, 2002

[ ]  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)

<TABLE>
<CAPTION>
<S>                                                                     <C>
         Delaware                                                                    77-0436410
-------------------------------                                         ----------------------------------
(State or other jurisdiction of                                        (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

            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
                                March 31, 2002
                                     INDEX

Part I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

         Balance Sheet as of March 31, 2002

         Statements of Operations for the three month

         periods ended March 31, 2002 and 2001.................................

         Statements of Cash Flows for the three month

         periods ended March 31, 2002 and 2001.................................

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

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

Part II- OTHER INFORMATION

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

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



<PAGE>




                                    PART I
                             FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

         Balance Sheet as of March 31, 2002 ............................... 1

         Statements of Operations for the three month
         periods ended March 31, 2002 and 2001............................. 2

         Statements of Cash Flows for the three month
         periods ended March 31, 2002 and 2001............................. 3

         Notes to Financial Statements................................... 4-6



<PAGE>


                             THINKING TOOLS, INC.
                                 BALANCE SHEET
                                March 31, 2002
                                 (Unaudited)

(IN THOUSANDS, except per share amounts)

<TABLE>
<CAPTION>
<S>                                                                         <C>
CURRENT ASSETS                                                              $          1

                                                                            ------------

TOTAL ASSETS                                                                $          1
                                                                            ============

CURRENT LIABILITIES:
  Note payable - related party                                              $        968
  Accounts payable                                                                   317
  Accrued expenses                                                                   278
                                                                            ------------

    Total current liabilities                                                      1,563
                                                                            ------------

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                                                            (22,351)
                                                                            ------------

    Total shareholders' deficiency                                                (1,562)
                                                                            ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                              $          1
                                                                            ============
</TABLE>


See Notes to Financial Statements

                                                                             1




<PAGE>


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

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                            ----------------------------
                                                                2002            2001
                                                            ------------    ------------
<S>                                                         <C>             <C>
 REVENUES                                                   $         --    $         --
                                                            ------------    ------------
OPERATING EXPENSES
  Selling, general and administrative                                  7              59
                                                            ------------    ------------
LOSS FROM OPERATIONS                                                   7              59
                                                            ------------    ------------
OTHER EXPENSE

  Interest                                                            24             149
                                                            ------------    ------------
LOSS FROM CONTINUING OPERATIONS                                      (31)           (208)
                                                            ------------    ------------
DISCONTINUED OPERATIONS
  Gain from abandonment of liabilities of
     subsidiary (net of income tax effect of $0)                     916              --
                                                            ------------    ------------
    Total discontinued operations                                    916              --
                                                            ------------    ------------
NET INCOME (LOSS)                                           $        885    $       (208)
                                                            ============    ============

INCOME (LOSS) PER SHARE:
 Basic and diluted:

 Loss from continuing operations                             $         -    $      (0.02)
 Gain from discontinued operations                                  0.09               -
                                                           --------------   -------------
                                                             $      0.09    $      (0.02)
                                                           ==============   =============

SHARES USED IN CALCULATION OF NET INCOME (LOSS) PER SHARE:

   Basic and diluted                                              10,205          10,205
                                                           ==============   =============
</TABLE>

See Notes to Financial Statements

                                                                             2



<PAGE>


                             THINKING TOOLS, INC.

                           STATEMENTS OF CASH FLOWS

(IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                       (Unaudited)
                                                                     Three Months Ended
                                                                March 31,
                                                                       2002       2001
                                                                      -------    -------
<S>                                                                   <C>        <C>
CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES

  Net Income (Loss)                                                       885    $  (208)
  Adjustments to reconcile net income (loss) to net cash used in operating
   activities

    Gain from abandonment of liabilities of subsidiary                   (916)        --
    Interest expense and accretion of interest expense attributable to
    notes payable beneficial conversion feature and to warrants issued     24        148
  Changes in assets and liabilities:
    Accounts payable                                                        6         77
    Accrued expenses                                                       --        (20)
                                                                       -------    -------

  Net cash used by operating activities                                    (1)        (3)

CASH FLOWS FROM (USED) IN FINANCING ACTIVITIES

  Proceeds from notes payable                                               1         --
                                                                       -------    -------
  Net cash provided by financing activities                                 1         --
                                                                       -------    -------

  Net Increase (Decrease) in cash                                          --         (3)

CASH AND EQUIVALENTS, beginning of year                                     1          3
                                                                       -------    -------

CASH AND EQUIVALENTS, end of year                                      $    1     $   --
                                                                       =======    =======
</TABLE>











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, 2001.

      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.

      As further discussed in Note 2, in December 2000, the Company
      discontinued the operations of StartFree.com, Inc. ("StartFree"), its
      wholly-owned subsidiary. The financial statements since December 2000
      include no activity of StartFree until the abandonment on March 1, 2002.
      On this date, the $916,000 gain was recognized upon the removal of the
      remaining liabilities of StartFree.

2.    Discontinued Operations

      In December 2000, the Company discontinued the operations 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 abandonment of
      StartFree has resulted in a gain from abandonment of the liabilities of
      StartFree of $916,000, 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

      In July 2000 the Company approved bridge financing from Thinking
      Technologies, L.P. ("Technologies"), a related party, under which the
      Company would receive an aggregate sum of up to $500,000 in exchange for
      (i) a demand note convertible commencing February 2001 into shares of
      the Company's common stock at $0.375 per share and (ii) a five year
      warrant to purchase 200,000 shares of the Company's common stock at a
      price of $0.50 per share commencing February 2001. In November 2000 the
      Board approved an increase in the bridge financing from Technologies to
      $1,000,000, and the warrant was revised to the right to purchase 425,066
      shares of common stock for up to five years at $.375 per share. In
      February 2001, the conversion price was modified for both the note and
      the warrant to $.12 per share. In January 2002, by instrument of
      transfer, Technologies transferred the Note to Europa International Inc.
      ("Europa"), also a related party. As of the date of transfer,
      Technologies had advanced approximately $967,000 in principal under the
      terms of the note. On January 4, 2002, in consideration of Europa's
      agreement not to demand payment on the note for a period of six months,
      the Board of Directors of the Company approved a resolution further
      reducing the conversion price of the note, so that upon conversion, the
      note will convert into 80% of the outstanding Common Stock of the
      Company on a fully-diluted basis. The warrants are also subject to
      anti-dilution adjustments. The note is secured by all of the Company's
      property. Interest accumulates at 10% per annum. Through March 31, 2002,
      the Company received advances of approximately $968,000. Through March
      31, 2002, a liability for interest of approximately $139,000 has accrued
      on the note. For the three months ended March 31, 2002 and 2001, the
      Company recorded non cash interest expense approximating $0 and
      $127,000, respectively, in connection with the beneficial conversion
      feature of the note and warrants and approximately $24,000 and $22,000,
      respectively, in connection with accrued interest on the note.

4.    Preferred Stock

      In addition, Technologies entered into an amendment to a voting
      agreement with a shareholder of the Company's Series A Convertible
      Preferred Stock, whereby Technologies agreed to convert its note (see
      Note 3), and, upon conversion of the note, cancel any and all pledges by
      the shareholder to secure the note. The shareholder agreed to vote for
      the following amendments to the Company's Certificate of Incorporation:
      (i) to eliminate the right of the holders of Preferred stock to receive
      dividend payments and/or (ii) to reduce the number of shares of common
      stock into which each share of Preferred Stock is convertible from 10
      (ten) to 2.5 (two-and-one-half) or a number greater than 2.5. Pursuant
      to the agreement, Technologies also agreed to vote in favor of
      increasing the authorized shares of common stock of the Company to a
      level that would be sufficient to permit exercise of outstanding stock
      options, conversion of debt into common shares and the conversion of
      outstanding shares of Preferred Stock, and to vote in favor of the
      amendments described above.

                                                                             5




<PAGE>


                             THINKING TOOLS, INC.
                         NOTES TO FINANCIAL STATEMENTS

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.

                                                                             6




<PAGE>


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

         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  2001 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.

Abandoned Operations
--------------------




<PAGE>


         In December 2000, the Company discontinued the operations of
StartFree.com, Inc., its wholly-owned subsidiary ("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 abandonment of StartFree has resulted in a gain from
abandonment of the liabilities of StartFree of $916,000.

Adjustment to Note Conversion
-----------------------------

         In November 2000, in consideration of advances made by Thinking
Technologies, L.P. ("Technologies") to the Company, Technologies was issued a
Demand Convertible Grid Note (the "Note") in the principal amount of up to
$1,000,000, bearing interest at the rate of 10% per year. The Note was
subsequently transferred by Technologies to Europa. Fred Knoll is the
principal of Knoll Capital Management, L.P., which (i) is the general partner
of Technologies, and (ii) the investment manager for Europa. The principal and
interest outstanding under the Note was originally convertible into shares of
Common Stock at a price of $.375 per share, and in February 2001, the Note was
amended to change the conversion price to $.12 per share. On January 4, 2002,
in consideration of Technologies' agreement not to demand payment on the Note
for a period of six months, the Board of Directors of the Company approved a
resolution further reducing the conversion price of the Note, so that upon
conversion, the Note will convert into 80% of the outstanding Common Stock of
the Company on a fully-diluted basis.

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.

                          PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K




<PAGE>


       (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