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, 2001
                                       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)


         4262 US Route 1, Monmouth Junction, New Jersey      08852
         ------------------------------------------------------------
            (Address of principal executive offices)       (Zip Code)


Issuer's telephone number    (732) 329-9200
                          --------------------

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.[ ]

The Issuer's revenues for the fiscal year ended January 31, 2001 were $708,674

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the average of the closing ask ($.065) and ($.05) bid price
of such stock, as of May 11, 2001 is $362,165, based upon ($.0575) 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 11, 2001, 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, 2001

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

PART I.........................................................................1

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

ITEM 2.  PROPERTIES............................................................6

ITEM 3.  LEGAL PROCEEDINGS.....................................................6

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6

PART II........................................................................7

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS...................................................7

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS...................................8

ITEM 7.  FINANCIAL STATEMENTS.................................................10

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURES............................................11

PART III......................................................................11

ITEM 10. EXECUTIVE COMPENSATION...............................................12

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......15

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................15

PART IV.......................................................................16

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................16

SIGNATURES....................................................................17

SUPPLEMENTAL INFORMATION                                                      18

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  three  communications   front-ending,
client-server and cooperative processing technologies called:

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

     o    The Windows  Communications  Library TM, 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 TECHNOLOGY
--------------

     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

                                       1
<PAGE>

streamlined and optimized production  application.  WCL's WCL/Enterprise  Server
Option,  commonly referred to as WCL/ESO,  supports  message-based access to the
mainframe.

     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, and NT;
     2.   The WCL product set for Windows 3x, 95, 98 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,  which 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 PowerBuilder,  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 and Windows NT.

                                       2
<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.

                                       3
<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,  Inc. 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.

                                       4
<PAGE>

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

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

                                       IBM

     In September  1994,  we entered into an  international  software  licensing
agreement  with IBM's  Personal  Communications  3270  division.  This agreement
allows  IBM to logo and  market a P-Comm  specific  version  of  certain  of our
products.  This IBM  agreement  was  effective  for a term of two  years and was
renewable by IBM for two more one-year periods.  The Agreement was terminable by
IBM or us upon 90 days notice in the event of a default by the other  party.  As
of November  1996, the contract with IBM was extended for two more years and IBM
paid us monthly  maintenance and royalties through December 1998. On January 31,
1999,  the  contract  with IBM was extended for one year and IBM paid us monthly
maintenance  through  December 1999.  The contract was not extended  beyond this
one-year  period.  As of the  date of this  report,  IBM  has  not  renewed  the
contract.

     Since fiscal 1994,  IBM has  represented  a  significant  percentage of our
revenues. The loss of revenues from IBM will have a materially adverse effect on
our financial  condition.  However, we have offset the loss of revenues from IBM
with revenues  generated from our affiliate,  FreeTrek,  for work related to the
prior  and  ongoing  development,  maintenance  and  enhancement  of  FreeTrek's
products.  For more  details  about the effect of the loss of IBM as a customer,
see the discussion in Part II. Item 6. "Management's  Discussion and Analysis of
Financial  Condition  and Results of  Operations."  For more  details  about the
business of  FreeTrek,  see the  discussion  below under the caption  "FreeTrek,
Inc."

Employees
---------

     We have eight full time  employees,  including  two  officers,  one support
personnel,  four technical and  engineering  personnel plus several  independent
consultants,  which  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  which 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

                                       5
<PAGE>

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.

FreeTrek, 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  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 services and office space to FreeTrek at cost for which we have
billed  approximately  $106,000 and $193,000 for the year ended January 31, 2001
and 2000, respectively. Since FreeTrek's incorporation, Charles J. Lombardo, our
chairman,  chief executive 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 sublease  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 is
terminable at any time on three months  notice.  Monthly rent was increased from
$5,200  to  $5,600  beginning  in  November  1999.  We are  responsible  for all
utilities.

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.

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, 2001.

                                       6
<PAGE>

                                     PART II
                                     -------

Item 5.   Market for Common Equity and Related Stockholder Matters.
          --------------------------------------------------------

     (a)  Market  Information  -- Our common  stock are 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 as reported
by the 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 2000                          High            Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 1999                .16            .07
     Second Quarter ending July 31, 1999                .105           .06
     Third Quarter ending October 31, 1999              .10            .06
     Fourth Quarter ending January 31, 2000             .875           .06


     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

     (b)  Holders -- There were  approximately  244 holders of record of the our
common  stock as of May 9,  2001  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.

                                       7
<PAGE>

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

     We did not issue any  securities  during the last quarter of the year ended
January 31, 2001 and all prior  issuances  during that fiscal year were reported
in our quarterly reports on form 10-QSB.

Item 6.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          ----------------------------------------------------------------------
          Results of Operations
          ---------------------

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

Fiscal Year Ended  January 31,  2001  Compared to Fiscal Year Ended  January 31,
--------------------------------------------------------------------------------
2000
----

     We  generated  revenues  for the fiscal  year  ended  January  31,  2001 of
$708,674  compared to revenues of $822,162 in fiscal year 2000.  We believe that
the  decrease of  $113,488,  or  approximately  13.8%,  was due  primarily  to a
decrease in our  license and  maintenance  fees offset in part by  increases  in
consulting fees, primarily to our affiliate,  Freetrek. Com. License fee revenue
decreased  $91,356,  or  approximately  51.6%,  and  maintenance  fees decreased
$307,524, or approximately 69.1%.  Consulting and other fees, primarily from our
affiliate, Freetrek increased $285,392, or approximately 142.7%.

     Please  note that we have  included  income  derived  from  consulting  and
administrative  charges to our  affiliate  Freetrek in the amount of $423,033 in
revenues for the fiscal year ended January 31, 2001.  Previously this income was
reported as other income in the  Statement of  Operations.  We have restated our
Statement of  Operations  for the fiscal year ended  January 31, 2000 to reflect
this change. As a result of this restatement, income derived from consulting and
administrative  charges to Freetrek in the amount of  $193,000  are  included in
revenues for the fiscal year ended January 31, 2000.

Our principal  sources of revenues were  maintenance  fees and  consulting  fees
which  represented  approximately  87.9% or $622,931 of revenues  for the fiscal
year ended January 31, 2001.  Maintenance  fees and consulting fees  represented
approximately 78.5% or $645,063 for the fiscal year ended January 31, 2000.

     We believe that the overall decrease in licensing fees was due primarily to
a reduction in software sales. We believe that the decrease in maintenance  fees
was due to the  non-renewal  of older  maintenance  contracts by  customers.  We
believe  that the increase in  consulting  and other fees was due to charges for
consulting and administrative fees to our affiliate Freetrek. See the discussion
below under "Major Customers."

     Our operating  expenses were $910,473 for the fiscal year ended January 31,
2001  compared  to  $729,377  for the fiscal year ended  January  31,  2000,  an
increase of $181,096,  or approximately  24.8%. We believe that the increase was
primarily  due to costs  associated  with  consulting  services  provided to our
affiliate Freetrek as well as higher selling and administrative costs charged to
operations for the fiscal year ended January 31, 2001.

     As a result of all of the foregoing,  we incurred a net loss for the fiscal
year ended  January 31,  2001 of $201,799  compared to our net income of $93,981
for the fiscal year ended January 31, 2000, a decline of $295,780.

                                       8
<PAGE>

Major Customers
---------------

In Fiscal 2001, no individual  customer  accounted for a significant  portion of
revenues.  In fiscal 2000,  IBM accounted for 14% of our total revenues prior to
restatement  of  revenues  from  consulting  and  administrative  charges to our
affiliate, Freetrek. After restatement, IBM accounted for 10.7% of revenues. IBM
extended its contract with us through  December 31, 1999;  however,  IBM has not
renewed  the  contract.  The loss of  revenues  from IBM will have a  materially
adverse effect on our financial  condition.  We have offset the loss of revenues
from IBM with revenues generated from our affiliate,  FreeTrek, for work related
to the prior and ongoing development,  maintenance and enhancement of FreeTrek's
products.  However,  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 decrease and eventually  cease. For more details about
our contract  with IBM, see the  discussion in Part I. Item 1.  "Description  of
Business."

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

     At January 31, 2001, we had a working capital  deficiency of ($215,932) 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; and
     o    performing contract consulting services for others.

     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, 2001         January 31, 2000
     ---------------------------------------------------------------------------

     Working capital (deficiency)        ($215,932)                 ($175,162)

     Current ratios                         0.38:1                   0.53:1

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

                                       9
<PAGE>

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.

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, 2001

                                      INDEX

                                                                          Page #
                                                                          ------

Report of Independent Certified Public Accountant                         F1

Balance Sheets - January 31, 2001 and 2000                                F2

Statements of Operations for Each of the Two Years in the
Period Ended January 31, 2001                                             F4

Statements of Changes in Stockholders' Deficiency for Each of the Two
Years in the Period Ended January 31, 2001                                F5

                                       10
<PAGE>

Statements of Cash Flows for Each of the Two Years in the Period Ended
January 31, 2001                                                          F6

Notes to Financial Statements                                             F7

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.

                                    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 58,  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

                                       11
<PAGE>

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

     MIRIAM  G.  JARNEY,  age 60,  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 58, 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  nightclub  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,
2001,  except that Miriam  Jarney  failed to timely file a Form 5 with regard to
the gifting of shares to her daughter.

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.

                                       12
<PAGE>

                           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.       2001      $50,000       $0     (B) $ 4,167          $0           $0         $0            $0
LOMBARDO CEO     2000      $54,167       $0     (B) $16,700          $0           $0         $0            $0
                 1999      $12,500       $0     (A) $34,550          $0           $0         $0            $0
------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY    2001      $54,167       $0              $0          $0           $0         $0            $0
EXEC. VP         2000      $54,167       $0              $0          $0           $0         $0            $0
                 1999      $25,000       $0     (C) $16,000          $0           $0         $0            $0
------------------------------------------------------------------------------------------------------------------
</TABLE>

(A)  Consisting  of  $19,950  in  consulting  fees and  common  stock  valued at
     $14,600.
(B)  Consulting fees.
(C)  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
                        GRANTED     GRANTED TO EMPLOYEES IN FISCAL YEAR       PRICE ($/SH)         DATE
----------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                               <C>              <C>
CHARLES J. LOMBARDO       -0-                     -                                 -                -
----------------------------------------------------------------------------------------------------------
MIRIAM JARNEY             -0-                     -                                 -                -
----------------------------------------------------------------------------------------------------------
</TABLE>

     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:

                                       13
<PAGE>

      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.

     During fiscal 1998, Mr.  Lombardo and Ms. Jarney accrued a portion of their
salaries.  The  balance  due  between  both  officers  as of January 31, 2001 is
$729,647 including deferred increases of $586,605.

                                       14
<PAGE>

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's
     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.

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.

                                       15
<PAGE>

     We 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."

                                     PART IV
                                     -------

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    Facility sublease (5)
  10.d    IBM Agreement executed October 1993*(5)
  10.e    IBM Agreement executed August 1994*(5)
  10.f    IBM Amendment executed May 15, 1995 (5)
  10.g    Multi Solutions'  Non-Qualified Stock Option Plan, Stock Grant Program
          and Employee Incentive Stock Option Plan (2)
  10.h    Amendments to Multi  Solutions'  Non-Qualified  Stock Option and Stock
          Grant Program (3)

-------------------------
* Certain  information  contained  in these  exhibits has been omitted and filed
separately with the Commission.

(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.

(5)  Previously filed as an Exhibit to our Registration  Statement on Form SB-2,
     SEC File No.  33-87460,  filed with the  Commission on March 15, 1995,  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, 2001.

                                       16
<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 11, 2001                    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 11, 2001
--------------------------
Charles J. Lombardo         Chairman of the Board of Directors,
                            Chief Executive Officer, Financial
                            Officer, and Treasurer

/S/ Miriam Jarney                                                   May 11, 2001
--------------------------
Miriam Jarney               Executive Vice President, Secretary,
                            and Director


/S/ Larry Spatz                                                     May 11, 2001
--------------------------
Larry Spatz                 Director

                                       17
<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.

                                       18
<PAGE>

                               STEWART W. ROBINSON
                           CERTIFIED PUBLIC ACCOUNTANT
                         70-09 AUSTIN STREET, SUITE 206
                             FOREST HILLS, NY 11375
                                TEL: 718 793-0500
                                FAX: 718 793-7529

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                -------------------------------------------------

To the Board of Directors
MULTI SOFT, INC.

I 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,  2001  and  2000  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. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I 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.
I believe that my audit provides a reasonable basis for our opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of MULTI SOFT, INC. as of January 31,
2001 and 2000 and the results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

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
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.

STEWART W. ROBINSON

New York, New York
April 25, 2001

                                     - F1 -
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                    2001             2000
                                                                ------------     ------------
ASSETS
CURRENT ASSETS
<S>                                                             <C>              <C>
     Cash                                                       $         --     $     13,205
     Accounts Receivable (net of allowance
      of $49,212 and $37,486 for 2001 and 2000 respectively)         110,224          139,610
     Prepaid expenses and other current assets                        21,675           44,991
                                                                ------------     ------------
                                  Total current assets               131,899          197,806


FURNITURE AND EQUIPMENT
     Research and Development Equipment                                8,868            8,868
     Office furniture and other equipment                             26,575           13,824
                                                                ------------     ------------
                                                                      35,443           22,692
     Less: Accumulated Depreciation                                  (19,999)         (15,439)
                                                                ------------     ------------
                                                                      15,444            7,253


OTHER ASSETS
     Capitalized software development costs                        1,512,489        1,371,387
     Less accumulated amortization                                  (892,588)        (712,776)
                                                                ------------     ------------
                                                                     619,901          658,611

     Due from Solutions                                              335,559          448,039
     Due from Freetrek                                                 7,227
     Due from NetCast -- Note H                                      234,592          234,592
                                                                ------------     ------------

                                                                $  1,344,622     $  1,546,301
                                                                ============     ============
</TABLE>

See notes to financial statements

                                      -F2-
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31, 2001 and 2000

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS'                                      2001             2000
                                                               ------------     ------------
EQUITY
CURRENT LIABILITIES
<S>                                                            <C>              <C>
     Accrued payroll                                           $     14,783     $     14,783
     Payroll and other taxes payable                                 18,497           19,048
     Accounts Payable, Accrued  expenses and
            other  Current Liabilities                               66,295           50,215
     Accrued officer compensation                                   143,042          161,390
     Deferred Revenues                                              105,214          127,532
                                                               ------------     ------------

                                  Total current liabilities         347,831          372,968


DEFERRED COMPENSATION DUE OFFICERS/SHAREHOLDERS                     586,605          586,605


COMMITMENTS AND CONTINGENCIES -- Note E


STOCKHOLDERS' EQUITY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
      13,709,477 in 2001 and 2000                                    13,709           13,709
     Additional paid-in capital, net of deferred
     compensation $25,257 in 2000                                 6,039,221        6,013,964
     Accumulated deficit                                         (5,642,744)      (5,440,945)
                                                               ------------     ------------
                                                                    410,186          586,728

                                                               $  1,344,622     $  1,546,301
                                                               ============     ============
</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, 2001 and 2000

                                                                   (As Restated)
                                                       2001             2000
                                                   ------------     ------------
REVENUES
      License fees                                 $     85,743     $    177,099
      Maintenance fees                                  137,468          444,992
      Consulting and Other fees                         485,463          200,071
                                                   ------------     ------------
             Total revenues                             708,674          822,162



EXPENSES
      Software development and technical support        404,131          228,944
      Selling and administrative                        506,342          500,433
                                                   ------------     ------------

             Total expenses                             910,473          729,377
                                                   ------------     ------------

             (Loss) Income from operations             (201,799)          92,785

OTHER INCOME (EXPENSE)
      Interest                                               --            1,196
                                                   ------------     ------------
             Total other income                              --            1,196

             Net (loss) income                     $   (201,799)    $     93,981
                                                   ============     ============

             Weighted average shares outstanding     13,709,477       13,542,806
                                                   ============     ============


             (Loss) income  per share              $      (0.02)             (a)
                                                   ============     ============

             (a) less than $.01 per share

See notes to financial statements

                                      -F4-
<PAGE>


MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Years ended January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                Common Stock              Total                                         Total
                                         --------------------------      paid in       Deferred      Accumulated     stockholders
                                           Shares         Amount         capital     Compensation       deficit         equity
                                         -----------    -----------    -----------    -----------     -----------     -----------
<S>                                      <C>            <C>            <C>            <C>             <C>             <C>
Balance at January 31, 1999               13,509,477    $    13,509    $ 6,027,421    ($   41,365)    ($5,534,926)    $   464,639

Issuance of restricted common stock          200,000            200         11,800        (12,000)                             --

Amortization of deferred compensation                                                      28,108                          28,108

Net Income                                                                                                 93,981          93,981
                                         -----------    -----------    -----------    -----------     -----------     -----------

Balance at January 31, 1999               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, 2000               13,709,477    $    13,709    $ 6,039,221    $         0     ($5,642,744)    $   410,186
                                         ===========    ===========    ===========    ===========     ===========     ===========
</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, 2001 and 2000

<TABLE>
<CAPTION>
                                                                     2001           2000
                                                                  ----------     ----------
Cash flows from operating activities
<S>                                                               <C>            <C>
      Net Income                                                  $ (201,799)    $   93,981
      Adjustments to reconcile net income  to net cash
           provided by operating activities
      Depreciation and amortization                                  184,373        230,362
      Changes in assets and liabilities
             Due to / from Multi Solutions                           112,480             --
             Due to/ from Freetrek                                    (7,227)
             Accounts receivable                                      29,386         (8,954)
             Prepaid expenses and other current assets                23,316        (31,606)
             Accrued payroll                                              --         14,783
             Note Payable                                                 --         (6,565)
             Payroll and other taxes payable                            (551)          (432)
             Accounts payable and accrued expenses                    16,079        (36,508)
             Accrued officer compensation                            (18,348)         8,333
             Deferred revenues                                       (22,318)       (60,116)

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

                    Net cash provided  by operating activities       115,391        203,278


Cash flows from investing activities
      Capital expenditures                                           (12,751)
      Capitalized software development costs                        (141,102)      (235,520)
                                                                  ----------     ----------

                    Net cash used in investing activities           (153,853)      (235,520)


Cash flows from financing activities
      Net repayments under loan and line of credit agreements             --           (796)
      Amortization of stock grants                                    25,257         28,109
                                                                  ----------     ----------

                    Net cash provided by financing activities         25,257         27,313
                                                                  ----------     ----------


                    NET  (DECREASE) IN CASH                          (13,205)        (4,929)

Cash at beginning of year                                             13,205         18,134
                                                                  ----------     ----------

Cash at end of year                                               $       --     $   13,205
                                                                  ==========     ==========
</TABLE>

See notes to financial statements

                                      -F6-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


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, 2001, 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  primarily  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
     was  adversely  affected  in the  past  year  by  significant  losses  from
     operations.  As of January 31,  2001,  the  Company's  current  liabilities
     exceeded current assets by $215,932 and a net loss of $201,799 was incurred
     for the year then  ended.  Additionally,  since  January  31, 2001 (for the
     quarter ended April 30, 2001),  revenues from license fees and  maintenance
     contracts have declined  approximately 55% from the quarter ended April 30.
     2000,  raising  doubt that the  Company  will  recover  its  investment  in
     software development costs ($619,901 as of January 31, 2001 - see note B).

     The Company  intends to market its 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  Solutions,  which has enhanced  Solutions'
     ability to support  the Company  financially.  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.   Furniture and Equipment
          -----------------------

     Furniture 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 $4,560 and $3,187 for the years ended January 31,
     2001 and 2000 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 Windows products are
     compatible with Windows 98, 2000 and NT. The Company's software

                                      -F7-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


     engineers are  continually  modifying  and enhancing the existing  software
     products  and  developing  new  versions.  Un-amortized  costs  relating to
     Windows  products as of January 31, 2001 and 2000 are $619,901 and $658,611
     respectively.

     Amortization expense for 2001 and 2000, for all products,  was $179,812 and
     $228,944 respectively.

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

     In  accordance   with  Statement  of  Position  97-2,   "Software   Revenue
     Recognition"  (SOP 97-2),  the Company  recognizes  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  were
     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.   Income Per Share
          ----------------

     Income or 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.

                                      -F8-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


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 $4.7 million.  These losses expire at various dates
     through 2021. Therefore, there is no provision for income taxes.

     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 inter-company 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.  Through  January
     31, 2001, an aggregate of 1,000,000  shares had been issued pursuant to the
     Plan.

                                      -F9-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


     Amortization of deferred compensation for the stock grants to employees was
     $26,257  and  $28,108  for the  years  ended  January  31,  2001 and  2000,
     respectively.

NOTE E - COMMITMENTS AND CONTINGENCIES

     1.   Leases
          ------

     The  Company  is  a  subtenant   in  office   space  leased  by  an  entity
     substantially  owned by the Company's  chairman and his wife. This lease is
     on a  quarter-by-quarter  term with a base rent of $5,200 per month, during
     fiscal  year 2000 the  rental  amount  was  increased  to $5,600 per month.
     Rental expense under the lease aggregated approximately $67,200 and $62,400
     for the years ended January 31, 2001 and 2000 respectively.

     The Company is a party to 2 equipment  operating  leases  providing for the
     following aggregate minimum payments:

          Year Ending January 31           Laser         Color          Total
                                           Copier        Copier
          ----------------------         ----------    ----------    ----------

                   2001                  $    4,380    $    6,000    $   10,380
                   2002                       4,380         3,000         7,380
                   2003                       3,285             -         3,285
                                         ----------    ----------    ----------
                                         $   12,045    $    9,000    $   21,045
                                         ==========    ==========    ==========

     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, 2001 and 2000 as follows:

          Year Ended January 31       Charles        Miriam            Total
                                     Lombardo        Jarney     Relinquished
                                                                     Salaries
          ---------------------     ----------     ----------    -------------

                  2001              $  150,000     $  145,833         $295,833
                  2000              $  145,833     $  145,833         $291,666

     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.

                                      -F10-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


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

     The Company and its parent,  Multi  Solutions,  Inc. have been from time to
     time  parties  to legal  actions  arising  in the  normal  course  of their
     business.  The  disposition of these actions have not had a material effect
     on the financial  position or results of operations of the Company taken as
     a whole.

NOTE F - MAJOR CUSTOMERS

     In fiscal 2001, no individual  customer accounted for a significant portion
     of  revenues.  In fiscal  2000,  one  customer  accounted  for 14% of total
     revenues.

NOTE G - SUPPLEMENTAL INFORMATION

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

                                                       2001       2000
                                                       ----       ----

           Cash paid during the year for interest      $0         $0

NOTE H - RELATED PARTY TRANSACTIONS

     The Company, from time to time, pays incidental expenses of Multi Solutions
     and  allocates  its share of certain  expenses.  These items are charged to
     intercompany  receivable.  Multi Soft received  $112,480 in payments during
     the current fiscal year. The balance due from Multi  Solutions was $335,559
     and $448,039 at January 31, 2001 and 2000 respectively.

     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,  2001 and  2000.  NetCast  has
     discontinued operations. Although payment of this debt is not expected from
     Net Cast, Multi Solutions has guaranteed this debt to the Company.

     The Company provides office space,  consulting and administrative  services
     to its affiliate, FreeTrek, Inc. a Subsidiary of Solutions. During the year
     ended  January 31, 2001,  the Company  received  payments  from FreeTrek of
     $423,033 and $193,000 for the year ended January 31, 2000,  and is included
     in Revenues on the Statement of Operations.

                                     -F11-