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, 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)

      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, 2002
                                     INDEX




Part I -   FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

           Balance Sheet as of June 30, 2002

           Statements of Operations for the six month

           periods ended June 30, 2002 and 2001................................

           Statements of Cash Flows for the six month

           periods ended June 30, 2002 and 2001................................

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

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

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 June 30, 2002.................................. 1

         Statements of Operations for the three and six-month
         periods ended June 30, 2002 and 2001............................... 2

         Statements of Cash Flows for the six-month
         periods ended June 30, 2002 and 2001............................... 3

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





<Page>


                              THINKING TOOLS, INC.
                                  BALANCE SHEET
                                  June 30, 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
(IN THOUSANDS, except per share amounts)


<S>                                                                          <C>
ASSETS
CURRENT ASSETS
  Cash                                                                      $          2

                                                                            ------------
TOTAL ASSETS                                                                $          2
                                                                            ============
CURRENT LIABILITIES:
  Note payable - related party                                              $      1,000
  Loan payable - related party                                                        74
  Accounts payable                                                                   227
  Accrued expenses                                                                   306
                                                                            ------------
    Total current liabilities                                                      1,607
                                                                            ------------
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                                                            (22,394)
                                                                            ------------

    Total shareholders' deficiency                                                (1,605)
                                                                            ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                              $          2
                                                                            ============
</TABLE>













See Notes to Financial Statements                                             1


<Page>


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

<TABLE>
<CAPTION>
                                                      Three Months Ended                        Six Months Ended
                                                           June 30,                                  June 30,
                                                  ---------------------------           --------------------------------
                                                      2002               2001               2002                    2001
                                                  --------           --------           --------                --------
<S>                                               <C>                <C>                <C>                     <C>
REVENUES                                          $     --           $     --           $     --                $     --
                                                  --------           --------           --------                --------
OPERATING EXPENSES
  Selling, general and administrative                   15                 34                 22                      94
                                                  --------           --------           --------                --------
LOSS FROM OPERATIONS                                   (15)               (34)               (22)                    (94)
                                                  --------           --------           --------                --------
OTHER EXPENSE
  Interest                                              27                 22                 51                     171
                                                  --------           --------           --------                --------
LOSS FROM CONTINUING OPERATIONS                        (42)               (56)               (73)
                                                  --------           --------           --------                --------
DISCONTINUED OPERATIONS
  Gain from abandonment of
    liabilities of subsidiary
    (net of income tax effect
    of $0)                                              --                 --                916                      --
                                                  --------           --------           --------                --------
    Total discontinued operations                       --                 --                 --                      --
                                                  --------           --------           --------                --------
NET INCOME (LOSS)                                 $    (42)          $    (56)          $    843                $   (265)
                                                  ========           ========           ========                ========

INCOME (LOSS) PER SHARE:
  Basic and diluted:
  Loss from continuing operations                 $     --           $  (0.01)          $  (0.01)               $  (0.03)
  Gain from discontinued operations                     --                 --               0.09                      --
                                                  --------           --------           --------                --------
                                                  $     --           $  (0.01)          $   0.08                $  (0.03)
                                                  ========           ========           ========                ========
SHARES USED IN CALCULATION OF NET INCOME
  (LOSS) PER SHARE:
   Basic and diluted                                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>
                                                               Six  Months Ended June 30,
                                                                   2002           2001
                                                                  -------        -------
<S>                                                                <C>            <C>
CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES

  Net Income (Loss)                                                $  843         $ (265)
  Adjustments to reconcile net 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 with beneficial conversion feature and
      to warrants issued and related party loan                        51            171
  Changes in assets and liabilities:
    Accounts payable                                                  (84)            81
    Accrued Expenses                                                   --             (6)
                                                                   -------        -------
Net cash used by operating activities                                (106)           (19)
                                                                   -------        -------
CASH FLOWS FROM (USED) IN FINANCING ACTIVITIES
  Proceeds from note payable                                           33             17
  Proceeds from related party loan                                     74             --
                                                                   -------        -------
Net cash provided by financing activities                             107             17
                                                                   -------        -------
Net Increase (Decrease) in cash                                         1             (2)

CASH AND EQUIVALENTS, beginning of year                                 1              3
                                                                   -------        -------
CASH AND EQUIVALENTS, end of period                                $    2         $    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.

3.       Note Payable

         At June 30, 2002, Europa International Inc., a related party, held a
         convertible note payable of $1,000,000. Through June 30, 2002, a
         liability for interest of approximately $164,000 has accrued on the
         note.

         For the three and six months ended June 30, 2002 and 2001, the Company
         recorded non cash interest expense approximating $27,000, $51,000,
         $22,000 and $44,000, respectively, in connection with accumulated
         interest on the note and related party loans (see Note 4).

         During the six-month period ending June 30, 2001, the Company recorded
         non-cash interest expense of $127,000 in connection with the
         beneficial conversion feature of the note and warrants.

4.       Loan payable - related party

         During the three months ended June 30, 2002, the Company received
         advances from Europa International, Inc., a related party. These loans
         bear interest at 10% per annum and are due upon demand. Amounts
         advanced during the three-month period ended June 30, 2002 were
         approximately $74,000, with accrued interest thereon of approximately
         $2,000.

                                                                               4


<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.









                                                                              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 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.

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

      (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