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 September 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)

<TABLE>
<CAPTION>
         Delaware                                                        77-0436410
-------------------------------                                ---------------------------------
<S>                                                           <C>
(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)
</TABLE>

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
                              September 30, 2003
                                     INDEX

Part I- FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

        Balance Sheet as of September 30, 2003

        Statements of Operations for the nine month

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

        Statements of Cash Flows for the nine month

        periods ended September 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
                                 September 30, 2003

Item 1.  FINANCIAL STATEMENTS

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

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

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

         Notes to Financial Statements...................................... 4


<PAGE>


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

(IN THOUSANDS, except per share amounts)

<TABLE>
<CAPTION>
<S>                                                                         <C>
ASSETS
CURRENT ASSETS
  Cash                                                                      $         --
                                                                            ------------
TOTAL ASSETS                                                                $         --
                                                                            ============
CURRENT LIABILITIES:
  Note payable - related party                                              $      1,000
  Loan payable - related party                                                       104
  Accounts payable                                                                   245
  Accrued expenses                                                                   443
                                                                            ------------
    Total current liabilities                                                      1,792
                                                                            ------------
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                                                            (22,581)
                                                                            ------------
    Total shareholders' deficit                                                   (1,792)
                                                                            ------------

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















See Notes to Financial Statements                                             1


<PAGE>


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

<TABLE>
<CAPTION>
                            Three Months Ended                   Nine Months Ended
                                September 30,                       September 30,
                        ----------------------------      -------------------------------
                               2003            2002             2003               2002
                           ----------    ------------        ------------     ----------
<S>                           <C>             <C>            <C>              <C>
REVENUES                      $   --          $   --          $   --                --
                             --------        --------       --------          --------
OPERATING EXPENSES
  Selling, general and

   administrative                 --              19              31                41
                             --------        --------        --------          --------
LOSS FROM OPERATIONS              --             (19)            (31)              (41)
                             --------        --------        --------          --------
OTHER EXPENSE

  Interest                        28              28              82                79
                             --------        --------        --------          --------

LOSS FROM CONTINUING OPERATIONS  (28)            (47)           (113)             (120)
                             --------        --------        --------          --------
DISCONTINUED OPERATIONS
  Gain from abandonment of
    subsidiary (net of
    income tax effect of $0)      --              --              --                916
                             --------        --------        --------           --------

NET INCOME (LOSS)            $   (28)         $  (47)         $ (113)           $   796
                             ========         ========        ========          ========
BASIC AND DILUTED NET INCOME (LOSS)PER SHARE
  Loss from continuing

   operations               $     --         $    --        $   (0.01)          $  (0.01)
  Gain from discontinued
   operations                     --              --               --               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
                             ========        ========        ========            ========
</TABLE>


See Notes to Financial Statements                                             2


<PAGE>


                             THINKING TOOLS, INC.
                           STATEMENTS OF CASH FLOWS
                     (IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          Nine Months Ended September 30,
                                                                  2003              2002
                                                           ------------      ------------
<S>                                                        <C>               <C>
CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES

  Net Income (Loss)                                          $   (113)           $  796
   Adjustments to reconcile net loss to net
    cash used in operating activities
     Gain from abandonment of subsidiary                           --              (916)
     Interest expense attributable to note and
      related party loan payable                                   82                79
     Changes in current assets and liabilities:
    Accounts payable                                               --               (63)
                                                             ---------          --------
Net cash used by operating activities                             (31)             (104)
                                                             ---------          --------
CASH FLOWS FROM (USED) IN FINANCING ACTIVITIES
  Proceeds from note payable                                       --                29
  Proceeds from related party loan                                 30                75
                                                             ---------          --------
Net cash provided by financing activities                          30               104
                                                             ---------          --------
Net Increase (Decrease) in cash                                    (1)               --

CASH AND EQUIVALENTS, beginning of year                             1                 1
                                                             ---------          --------
CASH AND EQUIVALENTS, end of period                           $    --            $    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, 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  $22,581,000  through  September  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 September 30, 2003,  Europa  International  Inc., a related party,
         held a convertible note payable of $1,000,000.  Through September 30,
         2003, a liability for interest of approximately  $292,000 has accrued
         on the note.

         For the three and nine months ended  September 30, 2003 and 2002, the
         Company  recorded non cash interest  expense  approximating  $28,000,
         $82,000,  $28,000  and  $79,000,  respectively,  in  connection  with
         accumulated  interest on the note and  related  party loans (see Note
         4).

4.       Loans payable - related party

         During the nine months ended September 30, 2003, the Company received
         advances of approximately $30,000 from Europa International,  Inc., a
         related party. These loans bear interest at 10% per annum and are due
         upon demand.  The balance of related  party loan payable at September
         30, 2003 was approximately  $104,000 with accrued interest thereon of
         approximately $12,000.

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


<PAGE>


         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

         Disclosure  controls and procedures are controls and other procedures
that are designed to ensure that  information  required to be disclosed in the
Company's reports filed or submitted under the Securities Exchange Act of 1934
(the "Exchange  Act") is recorded,  processed,  summarized and reported within
the time periods specified in the Securities and Exchange  Commission's  rules
and forms.  Disclosure  controls and procedures  include,  without limitation,
controls and  procedures  designed to ensure that  information  required to be
disclosed in the Company's reports filed under the Exchange Act is accumulated
and  communicated  to  management,  including  the Company's  Chief  Executive
Officer, to allow timely decisions regarding required disclosure.

         As of the end of the period  covered by this  quarterly  report,  the
Company  conducted  an  evaluation  of the  effectiveness  of the  design  and
operation of the Company's disclosure controls and procedures,  as required by
Rule 13a-15 under the Exchange Act. This  evaluation was carried out under the
supervision and with the participation of the Company's management. Based upon
that evaluation,  management  concluded that the Company's disclosure controls
and  procedures  are  effective.  There have been no changes in the  Company's
internal control over financial  reporting which could materially  affect,  or
are reasonably  likely to materially  affect,  internal control over financial
reporting.

                          PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits


<PAGE>


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