SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

              [X] ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 31, 2002
                                       OR
            [ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-15976
                   ---------

                                 MULTI SOFT, INC
                 ----------------------------------------------
                 (Name of Small business issuer in its charter)

                New Jersey                              22-2588030
     -------------------------------        ------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

          3535 Quakerbridge Road, Hamilton, New Jersey     08619
         ---------------------------------------------------------
            (Address of principal executive offices)    (Zip Code)

Issuer's telephone number  (609) 631-7401
                           --------------

Securities registered pursuant to Section 12(b) of the Act:     None
                                                            ------------
Securities registered pursuant to Section 12(g) of the Act: Common Stock
                                                            ------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange Act,  during the past 12 months (or for
such shorter  period that the  registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.
                                                                Yes [X]   No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.[X]

The Issuer's  revenues for the fiscal year ended January 31, 2002 were $549,543

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the average of the closing ask ($.025) and ($.02) bid price
of such stock, as of May 15, 2002 is $141,717,  based upon $.0225  multiplied by
the 6,298,522 Shares of Registrant's Common Stock held by non-affiliates.

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of May 13, 2002, is 13,709,477  shares,  all of one class of $.001 par
value Common Stock.

     DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

<PAGE>

                                MULTI SOFT, INC.
                                   Form 10-KSB
                           Year Ended January 31, 2002

                                Table of Contents
                                -----------------
                                                                            Page
                                                                            ----

PART I........................................................................ 3

ITEM 1.    BUSINESS........................................................... 3

ITEM 2.    PROPERTIES......................................................... 8

ITEM 3.    LEGAL PROCEEDINGS.................................................. 8

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 8

PART II....................................................................... 9

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS................................................ 9

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS................................10

ITEM 7.    FINANCIAL STATEMENTS...............................................12

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURES...............................13

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.........13

PART III......................................................................13

ITEM 10.   EXECUTIVE COMPENSATION.............................................15

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....17

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................18

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K...................................18

SIGNATURES....................................................................19

SUPPLEMENTAL INFORMATION......................................................20

FINANCIAL STATEMENTS..........................................................F1

<PAGE>

                                     PART I
                                     ------

ITEM 1.   BUSINESS
          --------

General
-------

     We were  incorporated in January 1985 as a wholly owned subsidiary of Multi
Solutions,  Inc. As of the date of this report,  we are a 51.3% owned subsidiary
of Multi Solutions.

     We produce, market and maintain the following products:

     o    COMRAD,  which stands for  Component  Object  Model Rapid  Application
          Development, for 32 bit Windows 95, 98, 2000, and NT;

     o    The Windows Communications LibraryTM, commonly referred to as WCL, for
          Windows 3x , 95, 98 and NT; and

     o    INFRONT for DOS.

     See the discussion below under "Our Product Line" for more details on these
products.

     Our product line consists of tools for the  development  of  client-server,
front-ending,  and Internet based  applications using a mainframe or an Internet
server.

     There are four key  elements to the real world  development,  delivery  and
production maintenance of these applications; and our product line supports them
all:

     o    screen-based access to mainframe data and processes;
     o    message-based access to mainframe and server data and processes;
     o    integration of screen-based and message-based  access to the mainframe
          in the same application; and
     o    control and distribution management.

     SCREEN-BASED  ACCESS TO MAINFRAME DATA AND PROCESSES,  which includes front
ending,  allows the user to enhance existing mainframe  applications through the
integration of Internet and client  technologies  such as GUIs  (graphical  user
interfaces),  imaging and local data,  without changing any mainframe code. This
allows  companies to leverage their PC capabilities to streamline user processes
and for presenting  mainframe data to users in a way that is intuitive,  easy to
use and  productive.  Screen-based  access to a host is  supported by all of our
products.

     MESSAGE-BASED  ACCESS TO MAINFRAME DATA AND PROCESSES  allows  companies to
create client-server applications,  where they use the PC for the client portion
of the  application,  which  includes all user  interaction,  dialogue  flow and
access to local data,  and they use the mainframe for the server  portion of the
application,  which includes managing database  interaction,  data integrity and
security).  In this architecture,  only data and messages are passed between the
PC and host. This results in a streamlined and optimized production application.
WCL's WCL/Enterprise  Server Option,  commonly referred to as WCL/ESO,  supports
message-based access to the mainframe.

                                       3
<PAGE>

     INTEGRITY CONTROL AND DISTRIBUTION MANAGEMENT allows companies to use their
mainframe  system  as  a  central  location  to  manage  the  integrity  of  the
workstation   logic  and   distribute  new  version   releases.   In  production
client-server  applications  it is important to ensure that the programs,  files
and data residing on the PC are correct before the user starts the  application.
When  changes are made to the  workstation  logic,  the host also can be used to
manage  the  distribution  of these  changes.  WCL's  WCL/Software  Distribution
Option,  commonly  referred  to  as  WCL/SDO,  supports  integrity  control  and
distribution management.

OUR PRODUCT LINE
----------------

     Our Product line consists of three product sets:

     1.   COMRAD for 32 bit Windows 95, 98, 2000, and NT;
     2.   The WCL product set for Windows 3x, 95, 98, 2000 and NT; and
     3.   INFRONT for DOS and Windows 3x and 95.

COMRAD

     COMRAD is a  component-based  development  tool  released in July 1998.  It
takes advantage of Microsoft's COM/DCOM (common object  model/distributed common
object  model)   technology  and  it  generates  both  components  and  complete
applications,  not just applications as currently done by WCL. COMRAD allows you
to  build  client  server  applications  today  and use the  same  code for your
Internet/Intranet   applications  tomorrow.  COMRAD  generated  components  that
interface  with the mainframe can be used both by Visual Basic and your Internet
browsers,  on individual  workstations  or Windows NT servers,  depending on the
needs of your application.  Microsoft's  Internet  Information Server and Active
Server Pages provide persistence and security.

WCL

     WCL is a toolkit and a set of dynamic linked  libraries,  commonly referred
to as DLLs,  that work in conjunction  with Windows 3270  emulation  products to
provide easy  integration  of data and  processing  between local area networks,
commonly referred to as PC/LANs, and the mainframe.  Any of the standard Windows
development  tools such as Visual Basic, and C++, can be used with WCL to create
the client  application  because WCL is an open  architecture.  WCL supports the
development  of GUI  front-ends  --  client-server  applications  that  use  the
mainframe as a server and for integrity control and distribution management. The
WCL toolkit provides an automated development  environment that includes,  among
other things:

     o    a screen capture mechanism,
     o    screen maintenance and
     o    a screen matching facility.

     In addition,  it provides  code  generation  to remove the  complexity  and
development effort associated with building GUI front-end applications.  We also
have a 32-bit  version of our WCL  product  for Windows 95, 98, 2000 and Windows
NT.

                                       4
<PAGE>

     WCL/ESO is the host component to WCL and provides a message-based transport
     layer between client PC/LANs and the mainframe.  The client  application is
     created  using any of the  standard  Windows  tools and  products,  and the
     server application is created using a standard language, such as COBOL. Any
     mainframe  file  structure or database,  such as VSAM,  DB2, or IMS, can be
     accessed  using  WCL/ESO  through an IBM  mainframe  operating  environment
     called CICS.  Client-server  applications  developed using WCL/ESO have the
     added  advantage  of  using  a  company's  existing  mainframe  skills  and
     infrastructure, including:

          o    security,
          o    data integrity,
          o    backup and
          o    recovery and disaster recovery.

     WCL/SDO is a WCL/ESO  application  created to centralize control and manage
     application   code,  data  and  software  for   distributed   client-server
     applications.  It allows  companies to control,  audit and distribute  from
     central  host-based  master  libraries to distributed PCs. These PCs can be
     clients  and/or  servers.  WCL/SDO is used as a  verification  mechanism to
     ensure that all files and appropriate versions of files are present on a PC
     or in a host  library.  It will  automatically  update  the PC or host with
     correct  versions of files if any are found to be missing or invalid.  This
     facility  is  important  for  the  successful   production   management  of
     large-scale distributed applications.

INFRONT

     INFRONT is a  comprehensive  and  integrated  development  environment  for
building PC front-ends and client-server  applications  with the mainframe.  The
development environment includes:

     o    an intelligent forms subsystem with

          o    screen capture,
          o    screen painting,
          o    editing and validation assignment facilities and
          o    a data dictionary;

     o    a fourth generation language, commonly referred to as 4GL;

     o    an  intelligent  editor with  language  templates  and  reusable  code
          library;

     o    a PC-resident database, including database maintenance facilities such
          as sorting and reorganizing;

     o    sophisticated debugging facilities,  including a source-level language
          debugger; and

     o    other utilities such as code libraries and forms libraries.

                                       5
<PAGE>

KEY SERVICES PROVIDED BY US
---------------------------

     We  offer  training  and  consulting  services  designed  to  help  our new
customers  get a fast start in  client/server  development  and to help existing
customers  with  additional  resources  to  facilitate   successful   production
application roll-outs. We also offer contract technical consulting services.

     TRAINING SERVICES include basic and advanced product  training,  as well as
courses such as "Design and  Development  Methodologies,"  which cover the major
issues  companies need to understand for  successfully  developing  applications
running on distributed platforms.

     CONSULTING  SERVICES range from human factors design and project management
to assisting  licensees with application  development  and/or the development of
complete applications.

     TECHNICAL  SUPPORT  SERVICES include a telephone  hotline,  fax, e-mail and
Internet support staffed by knowledgeable personnel trained and experienced with
Multi Soft's product line.

     CONTRACT  TECHNICAL  CONSULTING  SERVICES  include  services related to the
technical  expertise  of our  staff.  In the past,  we have  provided  technical
consulting  services  on a  contract  basis to our  affiliate,  NetCast,  and we
currently are providing technical consulting services on a contract basis to our
affiliate,  FreeTrek. We hope to provide such services to unaffiliated companies
as well.

                                     CLIENTS

     Our past and  current  client  base  spans  over  40,000  users  throughout
approximately  125 Fortune 500  companies.  Customers*  that have  licensed  our
products include:

     o    American Cyanamid,                 o    EDS,
     o    Bell Atlantic,                     o    Exxon,
     o    ITT Hartford,                      o    General Electric,
     o    Honda,                             o    Hilton,
     o    Con Edison,                        o    Lever Brothers,
     o    Hoechst,                           o    Teachers Insurance,
     o    American International Group,      o    Chicago Northwestern and
     o    Ciba Geigy,                        o    US West Business.
     o    Comdisco,

*    We cannot confirm which of these clients is actively using our products.

                          IN-HOUSE MARKETING AND SALES

     Charles Lombardo and Miriam Jarney, two of our officers and directors,  are
responsible  for sales and marketing of our products and  services.  At present,
in-house sales are generally made through telemarketing. If we obtain additional
funds from  operations or otherwise,  we plan to further market our products and
services through  advertisements in trade publications and targeted mailings. No
assurance  can be given  that we will  have  sufficient  funds to  increase  our
in-house sales and marketing activities.

                                       6
<PAGE>

DISTRIBUTORS AND VARS
---------------------

     Multi  Soft uses  international  distributors  and VARs on a  non-exclusive
basis to supplement its domestic sales and marketing efforts.

Employees
---------

     We have four full time  employees,  including  two officers and two support
personnel. We previously had four technical and engineering personnel,  who have
been laid off due to our  current  financial  situation.  We also  have  several
independent consultants who work for us on an as needed basis. From time to time
our officers and employees devote time to our parent, Multi Solutions, and Multi
Solution's other subsidiaries.

Competition
-----------

     We operate in a business composed of strong competitors, many of which have
substantially  greater  resources,  are  better  established,  and have a longer
history  of  operations  than we do. In  addition,  many  competitors  have more
extensive  facilities  than those  that now or in the  foreseeable  future  will
become available to us.

     We compete  directly with computer  manufacturers,  large computer  service
companies and independent software suppliers.  We believe that hundreds of firms
that manufacture software applications products are significant competitors, and
we are one of the smaller entities in the field.

NetCast, Inc.
-------------

     NetCast,  Inc. is a subsidiary of Multi  Solutions and was  incorporated in
April of 1996 to  develop  new  Internet  technologies  to  create  a series  of
products  and  businesses  that  would  extend the power of  advertising  on the
Internet.  We provided services and office space to NetCast at cost for which we
have billed approximately  $240,000 through January 31, 2000. We charged NetCast
for this time.  Multi Solutions has guaranteed  NetCast's debt to us. In January
2000, Multi Solutions  decided to discontinue any further  operations of NetCast
and,  during the year ended January 31, 2002, we recorded a valuation  allowance
of $200,000 against this debt.

FreeTrek.Com, Inc.
------------------

     FreeTrek, Inc. (formerly FreeTrek.com. Inc.) is a majority owned subsidiary
of Multi  Solutions  that was  incorporated  under  the laws of the state of New
Jersey in April  1999.  FreeTrek.Com  is a  business  to  business  to  consumer
affinity group service company,  commonly  referred to as a B2B2C affinity group
service company, that markets its products and services to businesses,  referred
to as sponsors,  that want to create an Internet  community of their current and
future customers. FreeTrek refers to this as a virtual private community or VPC.
FreeTrek's  program,  is a complete  turnkey service for a sponsor which creates
and maintains the sponsor's VPC on the Internet. FreeTrek has not made any sales
to date.

     We provided  consulting  and  administrative  services  and office space to
FreeTrek at cost for which we have billed  approximately  $340,860  and $444,293
for the years ended January 31, 2002 and 2001,  respectively.  Since  FreeTrek's
incorporation, Charles J. Lombardo, our chairman, chief executive

                                       7
<PAGE>

officer, chief financial officer and treasurer, has devoted and will continue to
devote a  substantial  amount  of his time to  FreeTrek  activities.  We  charge
FreeTrek for this time.

ITEM 2.   DESCRIPTION OF PROPERTIES
          -------------------------

     We previously subleased  approximately 3,300 square feet of office space at
4262 US Route 1, Monmouth Junction, New Jersey 08852 from C&S Consulting,  Inc.,
a company owned by our chairman and his wife. C&S  Consulting,  Inc.  leases the
space from an  unaffiliated  party.  The lease commenced on December 1, 1993 and
was  terminable at any time on three months  notice.  Monthly rent was increased
from $5,200 to $5,600  beginning in November 1999. We were  responsible  for all
utilities. We terminated this lease in January 2002.

     In  February  2002,  we entered  into an office  lease for a two-year  term
through February 14, 2004. The lease requires monthly payments of $2,000 through
January 2003 and $2,125 from February 2003 through January 2004. The Company has
deposited $6,000 as security with the landlord.

ITEM 3.   LEGAL PROCEEDINGS
          -----------------

     We are not presently a party to any material litigation;  however,  certain
federal,  state taxes, interest and penalties aggregating  approximately $13,000
remain unpaid at January 31, 2001. All taxes are presently paid in full.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

     No matters were  submitted  to a vote of our  security  holders in the last
quarter of our fiscal year ended January 31, 2002

                                       8
<PAGE>

                                     PART II
                                     -------

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
          --------------------------------------------------------

     (a)  Market  Information  -- Our  common  stock is traded in the  over-the-
counter market, and are quoted on The OTC Bulletin Board (symbol: "MSOF").

     The following tables set forth the range of high and low closing bid prices
for our common stock on a quarterly  basis for the past two fiscal years and the
first  quarter of fiscal  2003 as  reported  by Pink  Sheets LLC (which  reflect
inter-dealer prices,  without retail mark-up,  mark-down,  or commission and may
not necessarily represent actual transactions).

Bid Prices
----------

          Period - Fiscal Year 2001                        High            Low
          ----------------------------------------------------------------------
          First Quarter ending April 30, 2000               .94            .25
          Second Quarter ending July 31, 2000               .36            .15
          Third Quarter ending October 31, 2000             .44            .125
          Fourth Quarter ending January 31, 2001            .16            .03


          Period - Fiscal Year 2002                         High            Low
          ----------------------------------------------------------------------
          First Quarter ending April 30, 2001               .12            .05
          Second Quarter ending July 31, 2001               .085           .05
          Third Quarter ending October 31, 2001             .07            .01
          Fourth Quarter ending January 31, 2002            .035           .01

          Period - Fiscal Year 2003                         High            Low
          ----------------------------------------------------------------------
          First Quarter ending April 30, 2002               .02            .015

     (b)  Holders -- There were  approximately  245 holders of record of the our
common  stock as of May 15,  2002,  inclusive  of those  brokerage  firms and/or
clearing  houses  holding our  securities  for their  clientele  (with each such
brokerage house and/or clearing house being considered as one holder).

     (c)  Dividends  -- We have  not paid or  declared  any  dividends  upon our
common stock since inception and, by reason of our present  financial status and
our  contemplated  financial  requirements,  we do not contemplate or anticipate
paying any dividends upon our common stock in the foreseeable future.

                                       9
<PAGE>

Issuance of Unregistered Securities
-----------------------------------

     We did not issue any  securities  during the last quarter of the year ended
January 31, 2002 or during the first three quarters of our fiscal year.


ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          ----------------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

Results of Operations
---------------------

Fiscal Year Ended  January 31,  2002  Compared to Fiscal Year Ended  January 31,
--------------------------------------------------------------------------------
2001
----

     We  generated  revenues  for the fiscal  year  ended  January  31,  2002 of
$549,453  compared to revenues of $598,048 in fiscal year 2001.  We believe that
the decrease of $48,505, or approximately 8%, was due primarily to a decrease in
our  license  fees,  offset in part by an increase in  maintenance  fees,  and a
decrease in consulting  fees,  primarily to our affiliate,  FreeTrek,  Inc., for
work related to the prior and ongoing  development,  maintenance and enhancement
of FreeTrek's products. FreeTrek is a development stage company and, although it
is marketing its products and services,  it has yet to make its first sale. Fees
paid by FreeTrek have come from the proceeds of private placements of FreeTrek's
securities and of Multi Solutions' securities. If FreeTrek is unable to generate
substantial  revenues or continue to raise funds,  revenues  received by us from
FreeTrek most likely will continue to decrease and eventually cease. License fee
revenue  decreased  $41,680,  or  approximately   48.6%,  and  maintenance  fees
increased $80,752, or approximately 59%. Consulting and other fees, primarily to
our affiliate, FreeTrek, Inc. decreased $76,247, or approximately 23%.

     Please note that we have  included  income  derived from  consulting to our
affiliate Freetrek.Com in the amount of $258,720 in revenues for the fiscal year
ended January 31, 2002. Additionally, we have income from administrative fees in
the amount of $82,140  reported  as other  income.  Previously  this  income was
reported  in revenues in the  Statement  of  Operations.  We have  restated  our
Statement of  Operations  for the fiscal year ended  January 31, 2001 to reflect
this change. As a result of this restatement, income derived from administrative
charges to FreeTrek in the amount of $110,626  are  included in other income for
the fiscal year ended January 31, 2001.

     Our  principal  sources of revenues from outside  parties were  maintenance
fees and consulting fees,  which  represented  approximately  45% or $246,760 of
revenues  for the fiscal  year ended  January  31,  2002.  Maintenance  fees and
consulting fees  represented  approximately  30% or $178,638 for the fiscal year
ended January 31, 2001.

     We believe that the overall decrease in licensing fees was due primarily to
our inability to fund the completion of a version upgrade of COMRAD.  We believe
that  the  increase  in  maintenance  fees  was due to  renewal  of  maintenance
contracts by  customers.  We believe that the decrease in  consulting  and other
fees was due to the general  downturn in the economy combined with the terrorist
attacks of September 11, 2001.

     Our operating  expenses were  $1,057,911  for the fiscal year ended January
31, 2002  compared to $910,473 for the fiscal year ended  January 31,  2001,  an
increase  of  $147,438,  or  approximately  16%.  The  increase  was  caused  by
provisions for impairment losses on our capitalized software development

                                       10
<PAGE>

costs and  amounts  due from  affiliates.  Exclusive  of those  provisions,  our
regular recurring  operating costs declined by $262,562  (approximately  29%) to
$647,911 from $910,473 in the previous fiscal year. We believe that the decrease
was the result of lower  levels of software  development  costs  related to both
consulting   and  new  product   development   as  well  as  lower  selling  and
administrative  costs  charged  to  operations  as a result of our cost  cutting
program for the fiscal year ended January 31, 2002.

     As a result of all of the foregoing,  we incurred a net loss for the fiscal
year ended January 31, 2002 of $425,419 compared to our net loss of $201,799 for
the fiscal year ended January 31, 2001, an increase in the net loss of $223,620.

Liquidity and Capital Resources
-------------------------------

     At January 31, 2002, we had a working capital  deficiency of ($491,646) and
we continue to experience cash flow problems.

     We have taken various steps to correct this situation, including:

          o    extending  our  product  line  to  operate  within  the  Internet
               environment;
          o    performing work for our affiliate, FreeTrek, related to the prior
               and  ongoing   development,   maintenance   and   enhancement  of
               FreeTrek's products;
          o    performing contract consulting services for others; and
          o    substantially  reducing our regular recurring  operating expenses
               through an aggressive cost cutting program.

     We intend to remain a  technology  provider of products  and  services  and
search out multiple distribution  channels,  with increasing emphasis on the use
of the  Internet  for  marketing,  rather than to try and grow via an  expensive
direct  sales  force.  This allows the focus to stay on  technology,  with a low
overhead  cost  for  each  distribution  channel  used.  However,  if we  obtain
additional  funds  from  operations  or  otherwise,  we plan to expand  in-house
marketing  activities by  advertising  in trade  publications  and by conducting
targeted mailing. For more details, see "Part I. Item 1. Description of Business
- In-House Marketing and Sales."

Working Capital and Current Ratios:
-----------------------------------

          Descriptions                      January 31, 2002    January 31, 2001
          ----------------------------------------------------------------------

          Working capital (deficiency)         ($491,646)          ($215,932)

          Current ratios                         0.09:1              0.38:1

Dividend Policy
---------------

     We have not  declared  or paid any  dividends  on our  common  stock  since
inception  and we do not  anticipate  that we will be  declaring  or paying cash
dividends in the foreseeable  future.  We intend to retain earnings,  if any, to
finance the  development  and expansion of our business.  Future dividend policy
will be  subject  to the  discretion  of our  Board  of  Directors  and  will be
contingent  upon future  earnings,  if any,  our  financial  condition,  capital
requirements,  general  business  conditions  and other factors.  Therefore,  we
cannot assure that dividends of any kind will ever be paid.

                                       11
<PAGE>

Effect of Inflation
-------------------

     We believe that  inflation has not had a material  effect on our operations
for the periods presented.

CAUTIONARY STATEMENT
--------------------

     This  annual  report  on  form  10-KSB  contains  certain   forward-looking
statements  regarding,   among  other  things,  our  anticipated  financial  and
operating   results   and  those  of  our   subsidiaries.   For  this   purpose,
forward-looking  statements are any statements contained in this report that are
not  statements  of historical  fact and include,  but are not limited to, those
preceded  by or that  include  the words,  "believes,"  "  expects,"  or similar
expressions.  In  connection  with the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995,  we are  including  this  cautionary
statement   identifying   important   factors   that  could  cause  our  or  our
subsidiaries'  actual  results  to differ  materially  from those  projected  in
forward looking statements made by, or on behalf of, us. These factors,  many of
which are beyond our  control or the  control of our  subsidiaries,  include our
ability to:

          o    continue to receive  royalties  from our existing  licensing  and
               consulting arrangements,
          o    develop additional marketable software and technology,
          o    compete with larger, better capitalized competitors, and
          o    reverse ongoing liquidity and cash flow problems;

ITEM 7.   FINANCIAL STATEMENTS
          --------------------

     The  following  financial  statements  are attached to this report and have
been prepared in accordance  with the  requirements of Item 310(a) of Regulation
S-B.

                                MULTI SOFT, INC.
                              FINANCIAL STATEMENTS
                       FISCAL YEAR ENDED January 31, 2002

                                      INDEX
                                                                          Page #
                                                                          ------
     Report of Independent Certified Public Accountants                     F1

     Balance Sheets - January 31, 2002 and 2001                             F2

     Statements of Operations for Each of the Two Years in the
     Period Ended January 31, 2002                                          F4

     Statements of Changes in Stockholders' Deficiency for Each
     of the Two Years in the Period Ended January 31, 2002                  F5

     Statements of Cash Flows for Each of the Two Years in the
     Period Ended January 31, 2002                                          F6

     Notes to Financial Statements                                          F7

                                       12
<PAGE>

Schedules
---------

     All  schedules  have been  omitted  because  they are  inapplicable  or not
required,  or the information is included elsewhere in the financial  statements
or notes thereto.

ITEM 8.   CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          ----------------------------------------------------------------------
          FINANCIAL DISCLOSURES.
          ----------------------

     There  have been no  changes  in,  or  disagreements  with our  independent
accountants with respect to accounting and/or financial  disclosure,  during the
past two fiscal years. Our accounting firm is Kahn Boyd Levychin,  LLP, which is
the successor to Stewart W. Robinson, CPA effective with the January 2002 merger
of the two accounting firms.

                                    PART III
                                    --------

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          ----------------------------------------------------------------------
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
          -------------------------------------------------

Name                     Position(s) Held
----                     ----------------

Charles J. Lombardo      Chairman of the Board of Directors, Chief Executive
                         Officer, Chief Financial Officer and Treasurer

Miriam G. Jarney         Executive Vice President, Secretary and Director

Larry Spatz              Director

     Our  directors  are  elected  to serve  until the next  annual  meeting  of
stockholders  and until their  successors  have been elected and have qualified.
Our officers are  appointed to serve until the meeting of the Board of Directors
following the next annual  meeting of  stockholders  and until their  successors
have been elected and have qualified.

     A summary of the business experience for each of our officers and directors
is as follows:

     CHARLES  J.  LOMBARDO,  age 59,  has  been  our  Chairman  of the  Board of
Directors,  Chief Executive Officer, Chief Financial Officer and Treasurer since
January 1985. He has been Multi Solution's Chief Executive Officer and Treasurer
since August 1982.  From 1972 to 1993, Mr. Lombardo also served as the President
of  Petro-Art,  Ltd.,  an inactive  publicly  owned company and its wholly owned
subsidiary JCT Enterprises,  Inc. Mr. Lombardo was President of Hopewell Graphic
Industries  from 1969  through  1971 and from 1967 to 1969 was  associated  with
Keystone  Computer  Associates  as a staff member in the Physics  Section of the
Systems  Analysis  Department.  From  1965 to 1967,  Mr.  Lombardo  served  as a
scientist in the Plasma  Physics  Department of Raytheon  Space and  Information
Systems Division.  Mr. Lombardo has a Bachelor of Science degree in Physics from
Worcester  Polytechnic  Institute  (1964), a Master of Science degree in Physics
from Northeastern  University (1966) and has continued studies toward a Ph.D. in
Theoretical  Physics. Mr. Lombardo is a Member of the American Physical Society,
The American Mathematical Society, The Society for Industrial and

                                       13
<PAGE>

Applied  Mathematics,  The American  Association  of Physics  Teachers,  and the
Philosophy of Science Association.

     MIRIAM  G.  JARNEY,  age 61,  has been our  Executive  Vice  President  and
Secretary and a member of our Board of Directors  since  January  1985.  She has
been Executive Vice President, Secretary and a Director of Multi Solutions since
January  1982.   From  1973  to  February  1982,  Ms.  Jarney  was  a  marketing
representative  for National  CSS,  Inc., a computer  services  company that has
since been acquired by Dun & Cst,  Inc.  From 1972 through 1973,  Ms. Jarney was
associated  with  Mathematica,  Inc.,  which  originated a Data Base  Management
System called RAMIS, for which National CSS has exclusive  marketing rights. Ms.
Jarney has also  worked as a  computer  systems  analyst  for  Western  Electric
Company and Exxon  Corporation.  She  graduated  from the Hebrew  University  in
Jerusalem with a degree in Economics and Statistics and has a Master's degree in
Computer Science from Stevens Institute of Technology.

     LARRY SPATZ,  age 59, as been a member of our Board of Directors  since May
12, 1986,  and a director of Multi  Solutions  since July 14, 1989.  He has been
Chief  Executive  Officer and Chairman of the Board of  Heartthrob  Enterprises,
Inc., a restaurant  and night club  management  and  development  company  since
September  1985.  From  1982 to 1984,  Mr.  Spatz  was  President  of  Universal
Petroleum,  Inc.  From 1979 to 1982,  he was Vice  President  and a director  of
Mercantile   Trading   Company.   Mr.  Spatz  is  also  a  director  of  Centrex
Communications Systems, Inc. and Ultramed, Inc.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

     To our  knowledge,  based  solely  on a  review  of such  materials  as are
required  by the  Securities  and  Exchange  Commission,  none of our  officers,
directors  or  beneficial  holders  of more than ten  percent  of our issued and
outstanding shares of Common Stock has failed to timely file with the Securities
and Exchange  Commission any form or report  required to be so filed pursuant to
Section  16(a) of the  Securities  Exchange  Act of 1934  during the fiscal year
ended January 31, 2002.

                                       14
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

     The following table shows all the cash  compensation  paid or to be paid by
us or our parent, as well as certain other compensation paid or accrued,  during
the fiscal years  indicated,  to the Chief Executive  Officer and Executive Vice
President (collectively, "Principal Officers") for such period in all capacities
in which they served.  No other Executive  Officer  received total annual salary
and bonus in excess of $100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                        ANNUAL COMPENSATION                                               LONG TERM COMPENSATION
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    AWARDS                      PAYOUTS
------------------------------------------------------------------------------------------------------------------------------------
NAME &          FISCAL            SALARY       BONUS    OTHER ANNUAL       RESTRICTED      OPTIONS         LTIP        ALL OTHER
PRINCIPLE        YEAR               ($)         ($)     COMPENSATION       STOCK AWARD       SARS        PAYOUTS      COMPENSATION
POSITION                                                     ($)               ($)                         ($)            ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>             <C>     <C>                    <C>           <C>           <C>            <C>
CHARLES J.       2002            $50,000         $0      (A)$16,700             $0            $0            $0             $0
LOMBARDO CEO     2001            $50,000         $0      (A) $4,167             $0            $0            $0             $0
                 2000            $54,167         $0      (A)$16,700             $0            $0            $0             $0

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

------------------------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY    2002            $54,167         $0              $0             $0             $0           $0             $0
EXEC. VP         2001            $54,167         $0              $0             $0             $0           $0             $0
                 2000            $54,167         $0      (B)$16,000             $0             $0           $0             $0

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(A)  Consulting fees.
(B)  Common stock valued at $16,000.

     The following  table sets forth  information  with respect to the Principal
Officers  concerning the grants of options and Stock Appreciation Rights ("SAR")
during the past fiscal year:

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
NAME                          OPTIONS/SARS     PERCENT OF TOTAL OPTIONS/SARS      EXERCISE OR BASE     EXPIRATION DATE
                                 GRANTED       GRANTED TO EMPLOYEES IN FISCAL       PRICE ($/SH)
                                                            YEAR
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                         <C>                  <C>
CHARLES J. LOMBARDO                -0-                       -                           -                    -
----------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY                      -0-                       -                           -                    -
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       15
<PAGE>

     The following  table sets forth  information  with respect to the Principal
Officers  concerning  exercise  of  options  during  the  last  fiscal  year and
unexercised options and SARs held as of the end of the fiscal year:

      AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                        NUMBER OF SECURITIES     VALUE OF UNEXERCISED
                           SHARES          VALUE       UNDERLYING UNEXERCISED       IN-THE-MONEY
                         ACQUIRED ON      REALIZED        OPTIONS/SARS AT           OPTIONS/SARS
NAME                     EXERCISE (#)        ($)              FY-END (#)            AT FY-END ($)
-----------------------------------------------------------------------------------------------------
<S>                           <C>             <C>                 <C>                     <C>
CHARLES J. LOMBARDO          -0-             -0-                 -0-                     -0-
-----------------------------------------------------------------------------------------------------
MIRIAM JARNEY                -0-             -0-                 -0-                     -0-
-----------------------------------------------------------------------------------------------------
</TABLE>

Directors' Compensation
-----------------------

     Our  directors  are  not  compensated  for  acting  in  their  capacity  as
directors.  Our directors are reimbursed for their accountable expenses incurred
in attending meetings and conducting their duties.

Employment Agreements
---------------------

     On July 14, 1989, we entered into a five-year employment agreement with our
Chairman of the Board and Chief Executive Officer, Charles J. Lombardo, which is
which is automatically renewed for successive periods unless terminated by us on
twelve months notice or by Mr.  Lombardo on six months notice.  Mr.  Lombardo is
our Chairman of the Board, Chief Executive Officer,  Chief Financial Officer and
Treasurer.  The  agreement  contains  non-disclosure  provisions  and a one year
restrictive covenant preventing Mr. Lombardo from becoming employed by a similar
company  in any state or  country  in which we do  business,  or  engaging  in a
competitive  business  for his own account.  Mr.  Lombardo is entitled to annual
salary increases of at least 10%, plus additional annual  compensation  equal to
2% of our after tax  profits.  Under Mr.  Lombardo's  contract he may assign any
part of his salary to a third party as a consulting fee.

     Mr.  Lombardo also is entitled to a salary from Multi  Solutions of $25,000
per year, which he has agreed to forego since fiscal 1997.

     On August 1, 1989, we entered into a five-year  employment  agreement  with
Miriam Jarney,  Executive  Vice-President  and a Director of both Multi Soft and
Multi Solutions,  which is automatically renewed for additional periods,  unless
terminated by us on twelve months notice or Ms. Jarney on six months notice. Ms.
Jarney is entitled to annual salary  increases of at least 10%, plus  additional
annual  compensation equal to 1.5% of our after tax profits.  The agreement also
contains   non-disclosure   provisions  and  a  one  year  restrictive  covenant
preventing Ms. Jarney from becoming  employed by a similar  company in any state
or country in which we do business,  or engaging in any competitive business for
her own account.

                                       16
<PAGE>

     During fiscal 1998, Mr.  Lombardo and Ms. Jarney accrued a portion of their
salaries.  The  balance  due  between  both  officers  as of January 31, 2002 is
$720,473 including deferred increases of $586,605.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

SECURITY  OWNERSHIP OF MANAGEMENT -- The number and  percentage of shares of our
common stock owned of record and beneficially by each owner of 5% or more of our
common stock,  each of our officers and directors and by all of our officers and
directors as a group are set forth on the chart below.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                      AMOUNT AND NATURE OF            PERCENT OF CLASS
                                                               BENEFICIAL
                                                               OWNERSHIP
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                               <C>
MULTI SOLUTIONS(1)                                            7,026,722                         51.3%
4262 US ROUTE 1, MONMOUTH JUNCTION, NJ 08852
----------------------------------------------------------------------------------------------------------
CHARLES J. LOMBARDO                                           7,210,955(1)                      52.6%
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, & TREASURER
1511 LAURIE LANE, YARDLEY, PA  19067
----------------------------------------------------------------------------------------------------------
MIRIAM G. JARNEY                                              7,336,722(1)                      53.5%
EXECUTIVE VICE PRESIDENT, SECRETARY, DIRECTOR
21 DOERING WAY, CRANFORD, NJ  07106
----------------------------------------------------------------------------------------------------------
LARRY SPATZ                                                   7,026,722(1)(2)                   51.3%
DIRECTOR
SUITE 332, 401 EAST ILLINOIS ST., CHICAGO, IL 60611
----------------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP
(3 PERSONS)                                                   7,410,955(1)                      54.1%
----------------------------------------------------------------------------------------------------------
</TABLE>

*    Except as indicated below in the footnotes, each person has sole voting and
     dispositive power over the Shares indicated.  All numbers have been revised
     to give  retroactively  effect to the  one-for-three  reverse  stock split,
     which occurred on January 31, 1996.

(1)  Messrs.  Lombardo  and  Spatz  and Ms.  Jarney  are  also  officers  and/or
     directors of Multi Solutions.  Therefore, together with the other directors
     of Multi  Solutions,  they share the voting  power of the Multi Soft shares
     owned by Multi Solutions, and the shares owned by Multi Solutions have been
     deemed to be owned by our  officers  and  directors.  The shares  listed as
     owned by Charles J.  Lombardo,  Miriam  Jarney and Larry Spatz  include the
     7,026,722 shares owned by Multi Solutions.

(2)  Excludes  shares owned  beneficially  by a family trust of which Mr. Spatz'
     wife  is one of the  beneficiaries.  Mr.  Spatz  has  confirmed  to us that
     neither he nor his wife has any voting or dispositive  power with regard to
     the shares owned by the trust.

                                       17
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     Although  there is no written  agreement  between  Multi  Solutions  and us
granting  Multi  Solutions  preemptive  rights with  regard to Multi  Solutions'
majority  ownership of our common stock,  in practice,  Multi  Solutions has and
plans to continue to acquire sufficient shares of our common stock to assure its
continued majority ownership.

     We used to sublease our office space from C&S  Consulting,  Inc., a company
owned by our Chairman and his wife. For more  information,  see "Part I. Item 2.
Description of Properties").

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K.
          ---------------------------------------

Exhibits
--------

     3.a  Certificate of Incorporation and Certificate of Correction (1)
     3.b  By-Laws (1)

     10.a Employment Agreement with Charles J. Lombardo (4)
     10.b Employment Agreement with Miriam G. Jarney (4)
     10.c New Facility lease
     10.d Multi Solutions'  Non-Qualified Stock Option Plan, Stock Grant Program
          and Employee Incentive Stock Option Plan (2)
     10.e Amendments to Multi  Solutions'  Non-Qualified  Stock Option and Stock
          Grant Program** (3)

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

(1)  Previously filed as an Exhibit to our  Registration  Statement on Form S-1,
     SEC File No.  33-3133,  filed with the  Commission on February 4, 1986, and
     incorporated herein by reference.

(2)  Previously filed as an Exhibit to Multi Solutions' Form 10-K for the fiscal
     year ended  January 31, 1984 as filed with the  Commission  on or about May
     15, 1984, and incorporated herein by reference.

(3)  Previously  filed as part of the Multi  Solutions'  proxy materials for the
     Annual  Meeting of  Stockholders  held on July 9,  1985,  as filed with the
     Commission on or about May 24, 1985, and incorporated herein by reference.

(4)  Previously  filed as an Exhibit to our Form 10-K for the fiscal  year ended
     January 31, 1990 as filed with the  Commission  on or about April 29, 1990,
     under SEC File No. 33-3133-NY, and incorporated herein by reference.

Reports of Form 8-K
-------------------

     No  reports on Form 8-K were  filed  during the last  quarter of the fiscal
year ended January 31, 2002.

                                       18
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        MULTI SOFT, INC.


Dated: May 16, 2002                     By:  /S/ Charles J. Lombardo
                                           --------------------------
                                           Charles J. Lombardo,
                                           Chief Executive Officer,
                                           Chief Financial Officer
                                           and Treasurer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

SIGNATURES                      TITLE                                 DATE

/S/ Charles J. Lombardo                                             May 16, 2002
----------------------------
Charles J. Lombardo             Chairman of the Board of
                                Directors, Chief Executive
                                Officer, Financial Officer,
                                and Treasurer

/S/ Miriam Jarney                                                   May 16, 2002
-----------------------------
Miriam Jarney                   Executive Vice President,
                                Secretary, and Director


/S/ Larry Spatz                                                     May 16, 2002
----------------------------
Larry Spatz                     Director

                                       19
<PAGE>

                            SUPPLEMENTAL INFORMATION

     Supplemental  Information  to be Furnished  With Reports Filed  Pursuant to
Section 15(d) of the Act by  Registrants  Which Have Not  Registered  Securities
Pursuant to Section 12 of the Act.

                                 Not Applicable.

                                       20
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

To the Board of Directors
MULTI SOFT, INC.

We have  audited the  accompanying  balance  sheets of MULTI  SOFT,  INC. (a New
Jersey  corporation and 51.3% owned subsidiary of Multi  Solutions,  Inc.) as of
January 31, 2002 and 2001 and the related  statements of operations,  changes in
stockholders'  equity and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of MULTI SOFT, INC. as of January
31, 2002 and 2001 and the results of its  operations  and its cash flows for the
years then  ended,  in  conformity  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the Company  suffered a loss from  operations  and has a
working  capital  deficiency,  raising  substantial  doubt  about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  A.  The  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amounts and  classifications  of  liabilities  that might  result
should the Company be unable to continue as a going concern.

KAHN BOYD LEVYCHIN, LLP

New York, New York
May 3, 2002

                                      -F1-
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                    2002             2001
                                                                ------------     ------------
ASSETS
CURRENT ASSETS
<S>                                                             <C>              <C>
     Cash                                                       $      3,207     $         --
     Accounts Receivable (net of allowance
      of $46,219 and $49,212 for 2002 and 2001 respectively)          22,117          110,224
     Prepaid expenses and other current assets                        22,636           21,675
                                                                ------------     ------------
          Total current assets                                        47,960          131,899

PROPERTY AND EQUIPMENT
     Research and Development Equipment                                8,868            8,868
     Office furniture and other equipment                             31,209           26,575
                                                                ------------     ------------
                                                                      40,077           35,443
     Less: Accumulated Depreciation                                  (24,837)         (19,999)
                                                                ------------     ------------
          Property and equipment, net                                 15,240           15,444

OTHER ASSETS
     Capitalized software development costs,
       net of valuation allowance of $210,000 in 2002              1,492,582         1,512,489
     Less accumulated amortization                                (1,047,052)        (892,588)
                                                                ------------     ------------
                                                                     445,530          619,901

     Due from Solutions                                              351,926          335,559
     Due from Freetrek                                               215,730            7,227
     Due from NetCast                                                234,592          234,592
                                                                ------------     ------------
                                                                     802,248          577,378
     Less valuation allowance                                       (200,000)              --
                                                                ------------     ------------
                                                                     602,248          577,378
                                                                ------------     ------------

                                                                $  1,110,978     $  1,344,622
                                                                ============     ============
</TABLE>

See notes to financial statements

                                      -F2-
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31, 2002 and 2001

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                      2002             2001
                                                                          ------------     ------------
EQUITY
CURRENT LIABILITIES
<S>                                                                       <C>              <C>
     Accrued payroll                                                      $     81,817     $     14,783
     Payroll and other taxes payable                                            28,589           18,497
     Accounts payable, accrued  expenses and other current liabilities         169,933           66,295
     Accrued officer compensation                                              133,868          143,042
     Due to officer                                                             52,847               --
     Deferred Revenues                                                          72,552          105,214
                                                                          ------------     ------------
          Total current liabilities                                            539,606          347,831

DEFERRED COMPENSATION DUE OFFICERS/SHAREHOLDERS                                586,605          586,605
                                                                          ------------     ------------
          Total liabilities                                                  1,126,211          934,436

COMMITMENTS AND CONTINGENCIES -- Note E
RELATED PARTY TRANSACTIONS -- Note H
SUBSEQUENT EVENT -- Note I


STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
       $.001 par value, issued and outstanding 13,709,477 shares                13,709           13,709
     Additional paid-in capital                                              6,039,221        6,039,221
     Accumulated deficit                                                    (6,068,163)      (5,642,744)
                                                                          ------------     ------------
                                                                               (15,233)         410,186

                                                                          $  1,110,978     $  1,344,622
                                                                          ============     ============
</TABLE>

See notes to financial statements

                                      -F3-
<PAGE>

MULTI SOFT, INC
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS
Years ended January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                               2002             2001
                                                                           ------------     ------------
REVENUES
<S>                                                                        <C>              <C>
      License fees                                                         $     44,063     $     85,743
      Maintenance fees                                                          218,220          137,468
      Consulting and other fees                                                  28,540           41,170
      Consulting fees from Freetrek affiliate                                   258,720          333,667
                                                                           ------------     ------------

              Total revenues                                                    549,543          598,048


EXPENSES
      Software development and technical support                                279,957          404,131
      Selling and administrative                                                367,954          506,342
      Provision for valuation write-down of software development costs          210,000               --
      Provision for valuation write-down of amounts due from affiliates         200,000               --
                                                                           ------------     ------------

              Total expenses                                                  1,057,911          910,473
                                                                           ------------     ------------

              (Loss) from operations                                           (508,368)        (312,425)

OTHER INCOME
     Administrative charges to Freetrek                                          82,140          110,626
     Interest and other income                                                      809               --
                                                                           ------------     ------------

              Net Loss                                                     $   (425,419)    $   (201,799)
                                                                           ============     ============

              Weighted average shares outstanding                            13,709,477       13,709,477


              (Loss) per share                                             $      (0.03)    $      (0.02)
</TABLE>

See notes to financial statements

                                      -F4-
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Years ended January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                            Total                                         Total
                                                Common Stock               paid in       Deferred       Accumulated    stockholders
                                           Shares          Amount          capital     Compensation       deficit       deficiency
                                         -----------     -----------     -----------    -----------     -----------     -----------
<S>                                      <C>             <C>             <C>            <C>             <C>             <C>
Balance at January 31, 2000               13,709,477     $    13,709     $ 6,039,221    ($   25,257)    ($5,440,945)    $   586,728

Amortization of deferred compensation                                                        25,257                          25,257

Net Loss                                                                                                   (201,799)       (201,799)
                                         -----------     -----------     -----------    -----------     -----------     -----------

Balance at January 31, 2001               13,709,477          13,709       6,039,221             --      (5,642,744)        410,186

Net Loss                                                                                                   (425,419)       (425,419)
                                         -----------     -----------     -----------    -----------     -----------     -----------

Balance at January 31, 2002               13,709,477     $    13,709     $ 6,039,221    $         0     ($6,068,163)    ($   15,233)
                                         ===========     ===========     ===========    ===========     ===========     ===========
</TABLE>

See notes to financial statements

                                      -F5-
<PAGE>

MULTI -SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF CASH FLOWS
Years ended January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                               2002             2001
                                                                           ------------     ------------
Cash flows from operating activities
<S>                                                                        <C>              <C>
      Net Loss                                                             $   (425,419)    $   (201,799)
      Adjustments to reconcile net loss to net cash
           provided by operating activities
      Depreciation and amortization                                             159,302          184,373
      Provision for valuation write-down of software development costs          210,000               --
      Provision for valuation write-down of amounts due from affiliates         200,000               --

      Changes in assets and liabilities
              Due to / from Multi Solutions                                     (16,367)         112,480
              Due to/ from Freetrek                                            (208,503)          (7,227)
              Accounts receivable                                                88,107           29,386
              Prepaid expenses and other current assets                            (961)          23,316
              Accrued payroll                                                    67,034               --
              Payroll and other taxes payable                                    10,092             (551)
              Accounts payable and accrued expenses                             103,638           16,079
              Accrued officer compensation                                       (9,174)         (18,348)
              Due to officer                                                     52,847               --
              Deferred revenues                                                 (32,662)         (22,318)
                                                                           ------------     ------------

                     Net cash provided  by operating activities                 197,934          115,391


Cash flows from investing activities
      Capital expenditures                                                       (4,634)         (12,751)
      Capitalized software development costs                                   (190,093)        (141,102)
                                                                           ------------     ------------

                     Net cash used in investing activities                     (194,727)        (153,853)


Cash flows from financing activities
      Amortization of stock grants                                                   --           25,257
                                                                           ------------     ------------

                     Net cash provided by financing activities                       --           25,257
                                                                           ------------     ------------


                     NET INCREASE (DECREASE) IN CASH                              3,207          (13,205)

Cash at beginning of year                                                            --           13,205
                                                                           ------------     ------------

Cash at end of year                                                        $      3,207     $         --
                                                                           ============     ============
</TABLE>

See notes to financial statements

                                      -F6-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE A - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Multi Soft, Inc.  "Company" was  incorporated on January 29, 1985 under the
     laws of the State of New Jersey. At January 31, 2002, the Company was 51.3%
     owned by Multi Solutions,  Inc.  ("Solutions").  The Company is principally
     involved in the design,  production  and delivery of computer  applications
     development  software for sale to large corporate customers  throughout the
     United States and overseas.

     The Company's  financial  statements have been presented on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business.  The liquidity of the Company
     has been  adversely  affected in recent  years by  significant  losses from
     operations.  As of January 31,  2002,  the  Company's  current  liabilities
     exceeded current assets by $491,646 and a net loss of $425,419 was incurred
     for the year then ended.  Additionally,  these  losses raise doubt that the
     Company  will  recover  its  investment  in  software   development   costs
     ($455,530,  net of valuation allowance of $210,000 as of January 31, 2002 -
     See Note B-2).

     The  Company  intends  to  aggressively  market its new  products,  control
     operating  costs and broaden  its  product  base  through  enhancements  of
     products.  Additionally Solutions' subsidiary,  FreeTrek, Inc. ("FreeTrek")
     provided  additional income and liquidity to support Soft. The Company also
     provides  consulting  and  administrative  services to FreeTrek,  providing
     additional income and cash flow to defray operating costs.

     The Company believes that these measures will provide sufficient  liquidity
     for it to continue as a going concern in its present form. Accordingly, the
     financial  statements  do  not  include  any  adjustments  relating  to the
     recoverability  and  classification of recorded asset amounts or the amount
     and  classification  of liabilities or any other  adjustments that might be
     necessary  should the Company be unable to  continue as a going  concern in
     its present form.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   Property and Equipment
          ----------------------

     Property and equipment are stated at cost.  Depreciation is provided on the
     straight-line  method over the estimated useful lives of the assets,  which
     range from three to seven years.

     Depreciation  expense was $4,643 and $4,560 for the years ended January 31,
     2002 and 2001 respectively.

     2.   Capitalization of Computer Software
          -----------------------------------

     Capitalized  software  development  costs  relating to  products  for which
     technological  feasibility has been established  qualify for capitalization
     under  Statement  of  Financial   Accounting   Standards   (SFAS)  No.  86,
     "Accounting  for the Costs of  Computer  Software  to be Sold,  Leased,  or
     Otherwise Marketed."

     Research and  development  costs  associated  with the creation of computer
     software  prior to  reaching  technological  feasibility  are  expensed  as
     incurred,  except  for  related  computer  equipment  expenditures  such as
     personal computers and other hardware components, which are capitalized and
     depreciated  over their  useful  lives if the  equipment  is deemed to have
     alternative future use.

     Capitalized software development costs are amortized to operations when the
     product is available  for general  release to  customers.  Amortization  is
     calculated using (a) the ratio of current gross revenues for the product to
     the total of current and anticipated  gross revenues for the product or (b)
     the  straight-line  method over the  remaining  useful life of the product,
     whichever is greater.

     The Company is amortizing, over a 60-month period, the capitalized software
     costs for its Windows-based  products. The Company's software engineers are
     continually  modifying  and enhancing  the existing  software  products and
     developing new versions.  Unamortized costs relating to Windows products as
     of January 31, 2002 and 2001 are $445,530  (net of  valuation  allowance of
     $210,000) and $619,901 respectively.

                                      -F7-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Amortization expense for 2002 and 2001, for all products,  was $154,464 and
     $179,812 respectively.  Write down for impairment of asset value charged to
     operations for 2002 was $210,000.

     3.   Revenue Recognition
          -------------------

     In  accordance   with  Statement  of  Position  97-2,   "Software   Revenue
     Recognition"  (SOP 97-2), the Company's policy is to recognize  license and
     maintenance  fees when earned and  consulting  fee income when services are
     rendered.  License fees are recognized  upon shipment of the software while
     maintenance  fees are  recorded  over the  period  covered  by the  related
     contract.

     Consulting is performed on a time and material basis.

     4.   Deferred Compensation
          ---------------------

     Deferred  compensation  arising  from  the  issuance  of  stock  grants  is
     amortized over the term of the related grant or employment  agreements (one
     to five years). The amount of compensation  attributable to stock grants is
     determined by the market price of the Company's stock on the date of grant.

     5.   Loss Per Share
          --------------

     Loss per share is  computed  using the  weighted  average  number of common
     shares outstanding during the period.

     6.   Income Taxes
          ------------

     The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement  of
     Financial  Accounting  Standards  (SFAS) NO.  109,  "Accounting  for Income
     Taxes," which  significantly  changed the  accounting  for deferred  income
     taxes. The standard provides for a liability  approach under which deferred
     income  taxes  are  provided  for  based  upon  enacted  tax laws and rates
     applicable to the periods in which the taxes become payable.

     7.   Estimates
          ---------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements and reported  amounts of revenues and expenses during
     the reporting period. Actual results could differ from those estimates.

     8.   Valuation of long-lived assets
          ------------------------------

     The Company reviews long-lived assets held and used for possible impairment
     whenever  events or changes in  circumstances  indicate  that the  carrying
     amount  of an  asset  may not be  recoverable.  The  Company  has  recorded
     provision for the  impairment  of long-lived  assets at January 31, 2002 as
     follows: capitalized software development costs - $210,000 and; amounts due
     from affiliates - $200,000.

     9.   Risks,  uncertainties  and certain  concentrations  of credit risk and
          ----------------------------------------------------------------------
          economic dependency
          -------------------

     The Company's future results of operations  involve a number of significant
     risks and  uncertainties.  Factors that could affect the  Company's  future
     operating  results  and  cause  actual  results  to  vary  materially  from
     expectations  include, but are not limited to, dependence on key personnel,
     dependence on a limited number of customers, ability to design new products
     and product obsolescence,  ability to generate consistent sales, ability to
     finance  research and  development,  government  regulation,  technological
     innovations  and  acceptance,  competition,  reliance  on certain  vendors,
     credit and other risks.

     Financial   instruments,   which   potentially   subject   the  Company  to
     concentrations  of credit risk,  consist  principally  of cash and accounts
     receivable.

                                      -F8-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     The Company  maintains cash and cash  equivalents in bank deposit and money
     market accounts in one bank,  which, at times, may exceed federally insured
     limits or not be insured.  The Company  has not  experienced  any losses in
     such accounts and does not believe it is exposed to any significant  credit
     risk on cash and cash equivalents.

     9.   New Accounting Pronouncements
          -----------------------------

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No. 133 (SFAS No.  133),  Accounting  for
     Derivative  Instruments.  SFAS No. 133, as amended, is effective for fiscal
     years beginning  after June 15, 2000.  SFAS No. 133 established  accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities.  SFAS No. 133 requires that an entity recognize all derivatives
     as either  assets or  liabilities  and measure  those  instruments  at fair
     market value.  Under certain  circumstances,  a portion of the derivative's
     gain or loss is  initially  reported  as a  component  of  income  when the
     transaction affects earnings.  For a derivative not designated as a hedging
     instrument,  the gain or loss is  recognized  in the period of  change.  We
     believe  that the  adoption  of SFAS No. 133 will not have an impact on our
     financial position or results of operations.

     In December  1999,  the staff of the  Securities  and  Exchange  Commission
     issued  Staff  Accounting  Bulletin  101,  Revenue  Recognition  to provide
     guidance on the  recognition,  presentation,  and  disclosure of revenue in
     financial  statements.  Our policies on revenue  recognition are consistent
     with this bulletin.

     In March 2000, the Financial  Accounting  Standards Board issued  Financial
     Interpretation  No.  44  (FIN  44),  Accounting  for  Certain  Transactions
     Involving Stock  Compensations - and  Interpretation  of APB No. 25. FIN 44
     clarifies the application of APB No. 25 for certain issues  including:  (a)
     the  definition of an employee for purposes of applying APB No. 25, (b) the
     criteria for  determining  whether a plan  qualifies as a  non-compensatory
     plan,  (c) the  definition of the date of granting  employee stock options,
     and (d) the accounting  consequences of various  modifications to the terms
     of a previously  fixed stock option or award.  FIN 44 became effective July
     1, 2000,  except  for the  provisions  that  relate to  modifications  that
     directly  or  indirectly  reduce  the  exercise  price of an award  and the
     definition of an employee,  which became effective after December 15, 1998.
     The adoption of FIN 44 had no material impact on the accompanying financial
     statements.

     On July 20, 2001, the Financial  Accounting  Standards  Board (FASB) issued
     Statement  of  Financial   Accounting   Standards   (SFAS)  141,   Business
     Combinations,  and SFAS 142,  Goodwill and Intangible  Assets.  SFAS 141 is
     effective for all business combinations completed after June 30, 2001. SFAS
     142 is  effective  for fiscal  years  beginning  after  December  15, 2001;
     however,  certain  provisions of this Statement apply to goodwill and other
     intangible  assets acquired  between July 1, 2001 and the effective date of
     SFAS 142. Major  provisions of these  Statements and their  effective dates
     for the Company are as follows:

     -    all business  combinations  initiated after June 30, 2001 must use the
          purchase  method of  accounting.  The  pooling of  interest  method of
          accounting is prohibited except for transactions initiated before July
          1, 2001.
     -    intangible assets acquired in a business  combination must be recorded
          separately from goodwill if they arise from contractual or other legal
          rights or are  separable  from the  acquired  entity  and can be sold,
          transferred,  licensed, rented or exchanged, either individually or as
          part of a related contract, asset or liability
     -    goodwill, as well as intangible assets with indefinite lives, acquired
          after June 30, 2001, will not be amortized. Effective January 1, 2002,
          all  previously   recognized   goodwill  and  intangible  assets  with
          indefinite lives will no longer be subject to amortization.
     -    effective   January  1,  2002  goodwill  and  intangible  assets  with
          indefinite  lives will be tested for impairment  annually and whenever
          there is an impairment indicator
     -    all acquired goodwill must be assigned to reporting units for purposes
          of impairment testing and segment reporting.

     Although  it  is  still  reviewing  the  provisions  of  these  Statements,
     management's  preliminary assessment is that these Statements will not have
     a  material  impact on the  Company's  financial  position  or  results  of
     operations.

                                      -F9-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE C - INCOME TAXES

     As a result of  losses  incurred  in  recent  years,  the  Company  has net
     operating  loss carry forwards  available to offset future federal  taxable
     income of approximately $4.6 million.  These losses expire at various dates
     through 2022. Therefore, there is no provision for income taxes. Because of
     the uncertainty in the Company's  ability to utilize the net operating loss
     carryforwards,  a full valuation allowance of approximately  $1,598,000 has
     been provided on the deferred tax asset.

     Internal Revenue Code Section 382 places a limitation on the utilization of
     Federal net operating loss and other credit carryforwards when an ownership
     change,  as defined by the tax law, occurs.  Generally,  this occurs when a
     greater than 50 percentage point change in ownership  occurs.  Accordingly,
     the actual  utilization of the net operating loss  carryforwards  and other
     deferred  tax assets for tax purposes  may be limited  annually  under Code
     Section  382 to a  percentage  (about 5%) of the fair  market  value of the
     Company at the time of any such ownership change.

     Under the liability method specified by SFAS No 109, "Accounting for Income
     Taxes",  deferred tax assets and  liabilities  are determined  based on the
     difference  between  the  financial  statement  and tax basis of assets and
     liabilities  as  measured  by the enacted tax rates which will be in effect
     when  these  differences  reverse.  Deferred  tax  expense is the result of
     changes in deferred  tax assets and  liabilities.  The  principal  types of
     differences  between assets and liabilities for financial statement and tax
     return  purposes  are  capitalized  software  development  costs,  deferred
     compensation, deferred income and allowance for uncollectible accounts. Due
     to the aforementioned net operating loss carryovers,  there are no deferred
     or current tax expense, tax assets or tax liabilities.

NOTE D - STOCKHOLDERS' EQUITY

     1.   Stock Transactions
          ------------------

     In the past,  the  Company  had  entered  into  various  transactions  with
     Solutions,  which adjusted intercompany debt through the issuance of common
     stock of the respective companies.  There have been no transactions of that
     nature during the reporting period of these financial statements.


     2.   Option and Stock Grant Program
          ------------------------------

     In June 1993, the Company adopted an Employee, Consultant and Advisor Stock
     and Option Compensation Plan (the Plan). Pursuant to the terms of the Plan,
     an aggregate of up to 1,000,000 shares of common stock,  .001 par value per
     share (the common stock),  and/or  options to purchase  common stock may be
     granted to persons who are, at the time of issuance or grant,  employees or
     officers of, or  consultants  or advisors  to, the Company.  At January 31,
     2002,  an aggregate of  1,000,000  shares have been issued  pursuant to the
     Plan.

     Amortization of deferred compensation for the stock grants to employees was
     $0 and $26,257 for the years ended January 31, 2002 and 2001.

NOTE E - COMMITMENTS AND CONTINGENCIES

     1.   Leases
          ------

     The Company  was a subtenant  (through  January 31,  2002) in office  space
     leased by an entity  substantially  owned by the Company's chairman and his
     wife.  This  lease  was on a  quarter-by-quarter  term  with a base rent of
     $5,600 per month.  Rental expense under the lease aggregated  approximately
     $67,750  and  $67,200  for the  years  ended  January  31,  2002  and  2001
     respectively.

     The  Company  is a  party  to  equipment  operating  leases  providing  for
     aggregate  minimum  payments of $12,825 for 2003,  and $9,540 for each year
     from 2004 through 2007.

                                     -F10-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE E - COMMITMENTS AND CONTINGENCIES - Continued

     2.   Employment Agreements
          ---------------------

     The Company has  employment  agreements  with two  officers  which  provide
     aggregate  minimum annual  compensation of $200,000  through July 1999, and
     which are automatically renewed annually.

     These officers,  Charles Lombardo and Miriam Jarney, have each relinquished
     unpaid salaries for the years ended January 31, 2002 and 2001 as follows:


<TABLE>
<CAPTION>
     Year Ended January 31,   Charles Lombardo    Miriam Jarney    Total Relinquished Salaries
<S>                               <C>                <C>                    <C>
              2001                $150,000           $145,833               $295,833
              2002                $133,333           $133,333               $266,666
</TABLE>

     In addition,  the employment agreements entitle the two employees to 2% and
     1.5% respectively,  of each fiscal year's after tax profits of the Company.
     Mr.  Lombardo  and  Ms.  Jarney  have  agreed  to  forego  this  additional
     compensation since fiscal 1997.

     3.   Payroll Taxes
          -------------

     A state taxing  authority  has asserted a claim  against the Company in the
     amount of  approximately  $36,000.  Management  believes  that only a small
     portion  has merit  and  intends  to  vigorously  contest  the  claim.  The
     financial statements include a reserve of $13,000 against this claim, which
     management  believes is substantially  higher than the expected  settlement
     amount.

     4.   Litigation
          ----------

     The Company is a defendant in several legal  actions  arising in the normal
     course of business.  The  dispositions of these actions are not expected to
     have a material  effect on the financial  position or results of operations
     of the Company  taken as a whole.  Management  believes  that the financial
     statements  include the full  potential  liabilities  that may arise out of
     these actions.

NOTE F - MAJOR CUSTOMERS

     Except  for  income  from  services  provided  to the  Company's  affiliate
     FreeTrek (see Note H - related party transactions),  no individual customer
     accounted for a significant total of revenue in fiscal 2002 and 2001.

NOTE G - SUPPLEMENTAL INFORMATION

     Supplemental  disclosures  of cash flow  information  for the  years  ended
     January 31, 2002 and 2001 are as follows:

                                                            2002        2001
                                                            ----        ----
          Cash paid during the year for interest            $685        $225
          Cash paid during the year for income taxes        $0          $0

NOTE H - RELATED PARTY TRANSACTIONS

     The Company,  from time to time, pays incidental  expenses of Solutions and
     allocates  its share of certain  expenses  for which it  charged  Solutions
     $16,227  for  2002 and  $24,622  for  2001.  These  items  are  charged  to
     intercompany  receivable.  The Company received no payments during the last
     two fiscal  years.  The balance due from Multi  Solutions  was $351,926 and
     $335,559 at January 31, 2002 and 2001 respectively.

                                     -F11-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE H - RELATED PARTY TRANSACTIONS - continued

     The Company provided certain services and office space to NetCast,  Inc., a
     subsidiary of Multi Solutions. The balance due from NetCast, Inc., for such
     services  was  $234,592  as of  January  31,  2002 and  2001.  NetCast  has
     discontinued operations. Although payment of this debt is not expected from
     NetCast, Multi Solutions has guaranteed this debt to the Company.

     As of January 31, 2002, the Company has provided a valuation  allowance for
     the amounts due from Solutions and NetCast in the amount of $200,000.

     The Company provides office space,  consulting and administrative  services
     to its affiliate,  FreeTrek.  Inc., a Subsidiary of Solutions.  The Company
     billed  FreeTrek of $340,860  ($258,720 in  consulting  fees and $82,140 in
     administrative  charges  in 2002.  In 2001,  the  Company  billed  FreeTrek
     $444,293  ($333,667  in  consulting  fees and  $110,626  in  administrative
     charges).   These  amounts  are  separately  stated  on  the  Statement  of
     Operations. Additionally, FreeTrek shared certain expenses with the Company
     aggregating  $21,353 in 2002 and $9,307 in 2001. In  connection  with these
     billings,  the Company collected  payments of $174,100 and $415,156 for the
     years ended January 31, 2002 and 2002 respectively.  As of January 31, 2002
     and 2001, the balance due from FreeTrek was $215,730 (of which $143,000 was
     collected through April 30, 2002) and $7,227 respectively.

NOTE I - SUBSEQUENT EVENT

     In February 2002,  the Company  entered into an office lease for a two-year
     term through  February 14, 2004.  The lease  requires  monthly  payments of
     $2,000 through  January 2003 and $2,125 from February 2003 through  January
     2004. The Company has deposited $6,000 as security with the landlord.

                                     -F12-
<PAGE>