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, 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 __, 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, 2003
                                     INDEX




Part I -   FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

            Balance Sheet as of March 31, 2003

           Statements of Operations for the three month

           periods ended March 31, 2003 and 2002...............................

           Statements of Cash Flows for the three month

           periods ended March 31, 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.
                      10-QSB FOR THE QUARTERLY PERIOD ENDED
                                 March 31, 2003
                                      INDEX


Part I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

         Balance Sheet as of March 31, 2003 ............................... 1

         Statements of Operations for the three month
         periods ended March 31, 2003 and 2002............................. 2

         Statements of Cash Flows for the three month
         periods ended March 31, 2003 and 2002............................. 3

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



<PAGE>

                              THINKING TOOLS, INC.
                                 BALANCE SHEET
                                 March 31, 2003
                                  (Unaudited)

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


<S>                                                                         <C>
CURRENT ASSETS                                                              $          -

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

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

CURRENT LIABILITIES:
  Note payable - related party                                              $      1,000
  Loan payable - related party                                                        81
  Accounts payable                                                                   245
  Accrued expenses                                                                   388
                                                                            ------------

    Total current liabilities                                                      1,714
                                                                            ------------

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                                                            (22,503)
                                                                            ------------

    Total shareholders' deficiency                                                 1,714)
                                                                            ------------

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
                                                                      March 31,
                                                            ----------------------------
                                                                2003            2002
                                                            ------------    ------------
<S>                                                         <C>             <C>
REVENUES                                                    $         --    $         --
                                                            ------------    ------------

OPERATING EXPENSES
  Selling, general and administrative                                  8              7
                                                            ------------    ------------


LOSS FROM OPERATIONS                                                   8              7
                                                            ------------    ------------

OTHER EXPENSE
  Interest                                                            27             24
                                                            ------------    ------------

LOSS FROM CONTINUING OPERATIONS                                      (35)           (31)
                                                            ------------    ------------

DISCONTINUED OPERATIONS
  Gain from abandonment of subsidiary
    (net of income tax effect of $0)                                  --             916
                                                            ------------    ------------

NET INCOME (LOSS)                                           $        (35)   $        885
                                                            ============    ============

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
  Loss from continuing operations                           $         --    $        --
  Gain from discontinued operations                                   --           0.09
                                                            ------------    ------------

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE               $         --   $       0.09
                                                            ============    ============

SHARES USED IN CALCULATION OF NET INCOME (LOSS)
  PER SHARE                                                       10,205         10,205
                                                            ============    ============
</TABLE>


See Notes to Financial Statements                                             2


<PAGE>

                              THINKING TOOLS, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
(IN THOUSANDS EXCEPT PER SHARE DATA)
                                                                        (Unaudited)
                                                                     Three Months Ended
                                                                           March 31,
                                                                       2003       2002
                                                                      -------    -------

<S>                                                                   <C>       <C>
CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES

  Net Income (Loss)                                                   $  (35)   $   885
  Adjustments to reconcile net income (loss) to net cash used in
   operating activities
    Gain from abandonment of subsidiary                                    7       (916)
    Interest expense attributable to note and related
      party loan payable                                                  20         24
  Changes in current assets and liabilities:
    Accounts payable                                                      --          6
                                                                      -------    -------

  Net cash used by operating activities                                   (8)        (1)

CASH FLOWS FROM (USED) IN FINANCING ACTIVITIES

  Proceeds from related party loan payable                                 7          1
                                                                      -------    -------
  Net cash provided by financing activities                                7          1
                                                                      -------    -------

  Net Increase (Decrease) in cash                                         (1)        --

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

CASH AND EQUIVALENTS, end of year                                     $   --     $   --
                                                                      =======    =======
</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 $22,503,000 through March 31, 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 March 31, 2003, Europa  International Inc., a related party, held a
         convertible  note  payable of  $1,000,000.  Through  March 31, 2003, a
         liability  for interest of  approximately  $241,000 has accrued on the
         note.

         For the three  months  ended  March 31,  2003 and  2002,  the  Company
         recorded non cash interest expense  approximating $25,000 and $24,000,
         respectively,  in  connection  with  accrued  interest on the note and
         related party loans (see Note 4).

4.       Loans payable - related party

         During the three  months ended March 31,  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.  Loans  payable-related  party  at  March  31,  2003 was
         approximately  $81,000 with accrued  interest thereon of approximately
         $7,000.

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., 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.


<PAGE>

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.

<PAGE>

                  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