SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended January 31, 1998           Commission File No. 33-3133

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

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

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

Registrant's telephone number, including area code       (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.[X]

Issuer revenue for the fiscal year: $901,450

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the  average  ask ($ 0.22)  and ($ 0.18)  bid price of such
stock,  as of April 21,  1998 is  $989,717  based  upon $.20  multiplied  by the
4,948,586 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 April 21, 1998, is 11,780,306 shares, all of one class of $.001 par
value Common Stock.

(1) Affiliates for purposes of this item refers to those persons who, during the
preceding 3 months, were officers,  directors and/or owners of 5% or more of the
Company's outstanding 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, 1998

                                Table of Contents

                                                                           Page
                                                                           ----
PART I........................................................................3
Item 1.  Business.............................................................3
Item 2.  Properties...........................................................9
Item 3.  Legal Proceedings....................................................9
Item 4.  Submission of Matters to a Vote of Security Holders..................9

PART II......................................................................10
Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters.................................................10
Item 6.  Management's Discussion and Analysis of Financial  
         Condition and Results of Operations.................................11
Item 7.  Financial Statements................................................13
Item 8.  Changes in and Disagreements with Accountants 
         on Accounting and Financial Disclosures.............................13

PART III.....................................................................14
Item 9.  Directors, Executive Officers, Promoters and Control 
         Persons; compliance with Section 16(a) of the Exchange Act..........14
Item 10. Executive Compensation..............................................15
Item 11. Security Ownership of Certain Beneficial Owners and Management......18
Item 12. Certain Relationships and Related Transactions......................19

PART IV......................................................................21
Item 13. Exhibits and Reports on Form 8-K....................................21
Signatures...................................................................22
Financial Statements.........................................................F1
Exhibits.....................................................................E1


                                      -2-
<PAGE>


                                     PART I

Item 1.  Business.

General

     Multi Soft,  Inc.  (the  "Company"  or "Multi  Soft") was  incorporated  in
January 1985 as a wholly owned subsidiary of Multi Solutions,  Inc. ("MSI") and,
as of the date hereof,  is a 55.40% owned subsidiary of MSI. The Company engages
in the  production,  marketing and maintenance of  communications  front-ending,
client-server  and  cooperative  processing   technologies  called  The  Windows
Communications  Library(TM) (WCL(TM)) for Windows and INFRONT and QuickFRONT For
DOS.

The Technology

     The Multi  Soft  product  line  consists  of tools for the  development  of
client-server  applications using the mainframe as the Enterprise Server.  There
are four key elements to the real world  development,  delivery  and  production
maintenance  of these  applications,  and all are  supported  by the Multi  Soft
product line. These include screen-based access to mainframe data and processes;
message-based   access  to  mainframe   data  and   processes;   integration  of
screen-based and message-based  access to the mainframe in the same application;
and 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 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 the mainframe is supported by WCL, QuickFRONT
and INFRONT.

     Message-based  access to Mainframe Data and Processes  allows  companies to
create client-server  applications,  where the PC is used for the client portion
of the  application  (i.e.,  all user  interaction,  dialogue flow and access to
local data) and the mainframe is used for the server portion of the  application
(i.e., management of database interaction, data integrity and security). In this
architecture,  only data and messages are passed between the PC and host,  which
results in a streamlined  and optimized  production  application.  Message-based
access to the  mainframe  is  supported by WCL's  WCL/Enterprise  Server  Option
("WCL/ESO"), and by INFRONT's and QuickFRONT's Host Processing Option ("HPO").

     Integrity  Control and Distribution  Management allows companies to use the
mainframe system to centrally manage the integrity of the work station 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
work  station  logic,  the host can also be used to manage the  distribution  of
these changes.  Integrity  control and  distribution  management is supported by
WCL's  WCL/Software   Distribution  Option  ("WCL/SDO")  and  by  INFRONT's  and
QuickFRONT's Software Distribution Facility ("SDF").


                                      -3-
<PAGE>

The Multi Soft Product Line

     The Multi Soft Product line consists of two product  sets:  the WCL product
set and the  INFRONT/QuickFRONT  product  set.  The WCL  product  set is an open
environment that runs under Windows and includes WCL,  WCL/ESO and WCL/SDO.  The
INFRONT and QuickFRONT product set is an integrated  environment that runs under
DOS and Windows. It includes INFRONT, QuickFRONT, HPO and SDF.

     WCL/COM(TM),   is  a  new  component  based  development  tool  slated  for
production  release in July 1998.  It takes  advantage of  Microsoft's  COM/DCOM
technology and will generate both components and complete applications, not just
applications  as currently  done by WCL.  WCL/COM will allow you to build client
server  applications  today  and use the same  code  for your  Internet/Intranet
applications  tomorrow.  The components generated by WCL/COM that interface with
the mainframe  can be used both by Visual Basic and the your Internet  browsers,
on individual workstations or Windows NT servers, depending on the needs of your
application.   Persistence  and  security  are  achieved   through  the  use  of
Microsoft's Internet Information Server ( IIS) and Active Server Pages (ASP).

     WCL is a toolkit and a set of DLLs (Dynamic Linked  Libraries) that work in
conjunction with Windows 3270 emulation  products to provide easy integration of
data and  processing  between  PC/LANs  (local area networks) and the mainframe.
Because  WCL is open,  any of the  standard  Windows  development  tools such as
PowerBuilder,  Visual Basic,  and C++, can be used with WCL to create the client
application.  It  supports  the  development  of GUI  front-ends,  client-server
applications  that use the  mainframe  as a server  and  integrity  control  and
distribution  management.  The WCL  toolkit  provides an  automated  development
environment  that includes,  among other things, a screen capture  mechanism,  a
screen maintenance and a screen matching facility. In addition, it provides code
generation to remove the  complexity  and  development  effort  associated  with
building GUI front-end applications.  Multi Soft, Inc. also has a 32 bit version
of it's WCL product for Windows 95 and Windows/NT.

     DynaGUI  is an  automated  sub  product  of  WCL  which  can be  sold  as a
stand-alone   application  tool.   DynaGUI  (Dynamic  Graphical  User  Interface
generation) is a fully automatic runtime utility which dynamically converts 3270
or 5250 legacy  emulation  screens into Windows GUI screens,  with absolutely no
programming or maintenance.  It uses advanced  pattern  recognition to interpret
host attributes and automatically  converts them into Windows controls.  And, it
allows a  non-programmer  to quickly and easily add screen & field-level help in
minutes.

     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 CICS (an IBM mainframe  operating  environment).  Client-server
applications  developed  using  WCL/ESO  have  the  added  advantage  of using a
company's existing mainframe skills and infrastructure, including security, data
integrity, backup and recovery and disaster recovery.

     WCL/SDO is a WCL/ESO  application  created for the centralized  control and
management of 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 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.



                                      -4-
<PAGE>

     QuickFRONT is a powerful, but easy to use, tool which offers the ability to
rapidly  improve  existing  mainframe  applications  by  creating  new  PC-based
interfaces  for them.  This can be  accomplished  without  programming,  without
training,  without any significant learning curve and without any changes to the
mainframe  code.  If the user needs  special  functions  that are not  generated
automatically  through  QuickFRONT's  dialogues,  the user also has  access to a
powerful 4GL (fourth generation  language) called CPL/1.  QuickFRONT is designed
to give the user the maximum benefit from front-ending  with maximum  investment
from both a development resource and software expenditure standpoint.



                                      -5-
<PAGE>


     INFRONT is a  comprehensive  and  integrated  development  environment  for
building PC front-ends and client-server  applications  with the mainframe.  The
development  environment  includes:  an intelligent  forms subsystem with screen
capture,  screen painting,  editing and validation assignment  facilities,  data
dictionary;  a 4GL; an intelligent  editor with language  templates and reusable
code library; a PC-resident database,  including database maintenance facilities
such as sorting and reorganizing;  sophisticated debugging facilities, including
a source-level language debugger, and other utilities such as code libraries and
forms libraries.

     HPO (Host  Processing  Option)  is the host  component  to  QuickFRONT  and
INFRONT that supports the development of  client-server  applications  using the
mainframe as a server. HPO is also used to incrementally  migrate legacy systems
into  a  client-server  architecture.  It  uses  a  message-based  protocol  for
peer-to-peer  interaction  between  PC/LANs and host  systems.  HPO delivers the
capabilities  of APPC and  LU6.2  (communications  protocols)  over  the  user's
existing LU2 and  asynchronous  networks  without  requiring any  upgrades.  HPO
allows the user to offload 60% to 80% of an  application's  logic to the client,
thereby reducing the mainframe to the role of a server.

     SDF (Software Distribution  Facility) is a client-server  application based
on HPO.  It is a utility  for the  centralized,  host-based  management  of work
station integrity and the automated  distribution of updates and new versions of
PC  software,  files and data.  With SDF a master  production  library of all PC
programs, files and data is stored on the host. As a user logs on to the system,
SDF can automatically  check to see if the programs,  files and data on the work
station are correct according to the master library on the host. If they are not
correct,  SDF will  automatically  download  the  correct  versions  before  the
application  is  started.  If  they  are  correct,   the  application   proceeds
immediately.

Key Services

     Multi Soft offers training and consulting services designed to help its 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.

     Training Services include basic and advanced product  training,  as well as
courses such as "Design and Development  Methodologies,"  which covers 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
the Multi Soft product  line.  An online  bulletin  board system is also used to
augment hotline and fax support to customers.  The amortization of software over
the last two years were $258,584 in 1998 and $344,588 in 1997.



                                      -6-
<PAGE>

Clients

     Multi  Soft's  past  and  current  client  base  spans  over  40,000  users
throughout approximately 125 Fortune 500 companies. Customers that have licensed
Multi Soft's products include:  American Cyanamid,  Bell Atlantic, ITT Hartford,
Honda, Con Edison, Hoescht,  American International Group, Ciba Geigy, Comdisco,
EDS,  Exxon,  General  Electric,  Hilton,  Lever Brothers,  Teachers  Insurance,
Chicago Northwestern and US West Business.

In-House Marketing and Sales

     In addition to their  management  responsibilities,  Charles  Lombardo  and
Miriam Jarney also are active in sales. At present, in-house sales are generally
made  through  telemarketing.  If the  Company  obtains  additional  funds  from
operations  or  otherwise,  it plans to  further  market  its  products  through
advertisements in trade publications and targeted mailings.  No assurance can be
given that the Company will have sufficient funds to increase its in-house sales
and marketing activities.

Distributors

     To  supplement  its domestic  sales and marketing  efforts,  Multi Soft has
built an international  distribution  network.  Business  arrangements have been
established with software distributors in European markets and Australia.  These
organizations  include:  Ferntree  Computer Services  (Australia),  SEE Software
Engineering (Switzerland) and Software Engineering (Holland, Germany, UK).

Strategic Alliances

     Multi  Soft has  established  strategic  relationships  with  complementary
hardware and software  vendors.  Most notable among these are the  relationships
with IBM (see "IBM" below) and Computer Data  Systems,  Inc.  ("CDSI").  CDSI, a
supplier of financial  systems and consulting  services to the government market
place,  licenses  Multi Soft products into it existing  customer base and to new
clients.

IBM

     In October 1993, the Company  entered into a Software  Licensing  Agreement
("SLA") and other ancillary  agreements with IBM Corporation  ("IBM")  providing
IBM with certain exclusive  marketing rights for the Company's flagship product,
WCL (runtime  version)  with IBM IMS  Extensions.  This IBM EXTENDED  VERSION of
Multi  Soft's  WCL is named IMS  Client  Server(TM)  for  Windows.  Specifically
modified for use with IBM mainframe  systems,  IMS Client Server(TM) for Windows
provides remote presentation support for IMS.

     The IBM  agreement,  effective  for a term of seven  years  with  automatic
renewals for two more one year  periods,  provides for the payment of percentage
royalties  and unit  royalties as specified in the  agreement.  The Agreement is
terminable by IBM upon 90 days notice.  The Company has been  receiving  monthly
maintenance for the above agreement.

     Multi  Soft  and  IBM  also  have  entered  into  International   Marketing
Agreements  to market Multi Soft's WCL Toolkit  under the name IMS Client Server
ToolkitTM  for Windows in the United  States,  Puerto  Rico,  the Asian  Pacific
Region,  Europe, the Middle East, Africa and Canada. IMS Client Server ToolkitTM
facilitates  the  generation  of client  application  which run with IMS  Client
ServerTM for Windows.


                                      -7-
<PAGE>

     In addition,  in September 1994,  Multi Soft entered into an  International
Software Licensing  Agreement with IBM's Personal  Communications  3270 division
("P-Comm").  This  agreement  allows  IBM to logo and  market a P-Comm  specific
version of both the Toolkit and  Runtime of Multi  Soft's WCL.  Pursuant to this
agreement,  the Company will receive a minimum of $75,000 per quarter over a two
year period representing minimum advances against royalties.  This IBM agreement
is  effective  for a term of two years and is  renewable by IBM for two more one
year  periods.  The  Agreement is  terminable by the Company or IBM 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 is paying the Company
monthly  maintenance  and  royalties.  As of the date of this filing,  the above
contract remains effective.

     Management   believes,   but  cannot  assure,   that  these  marketing  and
distribution  agreements will provide Multi Soft with a significant  presence in
the  marketplace,  enhance the  visibility  and  credibility  of Multi Soft, and
result  in  increased  sales  of Multi  Soft's  products  by Multi  Soft and its
existing  distributors.  In addition,  management  expects that, as the products
sales base expands, so will the subsequent maintenance and support revenue.

Since fiscal 1994, IBM has represented a significant  percentage of Multi Soft's
revenues  See  "Item  6.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations".


Bellcore

     In 1995 Multi Soft,  entered a joint  development  and marketing  agreement
with  Bellcore  to develop  and  market a Sun  Solaris  Unix  version of its WCL
product.  The agreement  provides that Bellcore pay Multi Soft for developing an
extension  of its WCL  product to the Sun Solaris  Unix  environment.  Also,  it
provides  for a joint  marketing  agreement in which both  companies  will share
marketing royalties.  During fiscal 1997 Multi Soft received monthly maintenance
for the above contract.  During fiscal 1998,  Multi Soft did not receive monthly
maintenance fees from this contact.

Employees

     The Company has eleven employees and  consultants,  including two officers,
three support  personnel,  four technical and engineering  personnel,  and three
administrative/secretarial personnel.

Competition

     The Company operates in a business composed of strong competitors,  many of
whom have substantially  greater resources,  are better established,  and have a
longer history of operations  than the Company.  In addition,  many  competitors
have more extensive facilities than those which now or in the foreseeable future
will become available to the Company.

     The Company competes directly with computer  manufacturers,  large computer
service companies and independent software suppliers.  The Company believes that
hundreds  of  firms  that  manufacture   software   applications   products  are
significant  competitors,  and the Company is one of the smaller entities in the
field.

     The Company's products provide front-ending,  client-server and cooperative
processing  technologies  which the Company  believes  represent  a  significant
advance over other products being marketed.



                                      -8-
<PAGE>

     NetCast,   Inc.  is  a  subsidiary  company  of  Multi  Solutions  and  was
incorporated  in April of 1996. It is in the business of developing new Internet
technologies  to create a series of products and businesses that will extend the
power of advertising  on the Internet.  Multi  Solutions  currently owns $75% of
NetCast.  Multi Soft  provides  services and office space to NetCast at cost for
which it has billed  approximately  $155,251  through  January 31,  1998.  Multi
Solutions has  guaranteed  NetCast's  debt to Multi Soft. The Board of Directors
consists of two officers,  Charles Lombardo and Miriam Jarney. NetCast is in the
process of raising private funding for its operations. However, no assurance can
be made it will  obtain  the  funding  necessary  to bring its  software  to the
marketplace.

Item 2.  Properties.

     The Company  subleases  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 the Company's  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 is
$3,750 during the first year,  $4,250 during the second year,  $4,750 during the
third year and $4,950  during the fourth year and $5,200  during the fifth year.
The Company is responsible for all utilities.

Item 3.  Legal Proceedings.

     The Company is not presently a party to any material  litigation;  however,
the Company was a party in the following matters:

Taxes

     Certain  federal,   state  taxes,   interest,   and  penalties  aggregating
approximately  $33,000  remain  unpaid  at  January  31,  1998.  In March  1998,
approximately  $21,000  of the  unpaid  amount  was  paid in  connection  with a
settlement agreement leaving approximately $12,000 unpaid.

Item 4.  Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of Security Holders in the last quarter
of the Company's fiscal year ended January 31, 1998.


                                      -9-
<PAGE>

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters.

     (a) Market  Information -- The Company's  Common Stock and the Common Stock
Purchase  Warrants  (for  one  share  of  Common  Stock)  are  traded  is 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 bid prices for the
Company's  Common  Stock on a quarterly  basis for the past two fiscal  years as
reported by the National  Quotation Bureau (which reflect  inter-dealer  prices,
without  retail  mark-up,  mark-down,  or  commission  and may  not  necessarily
represent actual transactions). The Warrants are unpriced.

                 Bid Prices

  Period - Fiscal Year 1997                           High             Low
  --------------------------------------------- ----------------- --------------
  First Quarter ending April 30, 1996                 .66              .56
  Second Quarter ending July 31, 1996                 .53              .41
  Third Quarter ending October 31, 1996               .32              .28
  Fourth Quarter ending January 31, 1997              .26              .21


  Period - Fiscal Year 1998                           High             Low
  --------------------------------------------- ----------------- --------------
  First Quarter ending April 30, 1997                 .24              .10
  Second Quarter ending July 31, 1997                 .225             .10
  Third Quarter ending October 31, 1997               .215            .15625
  Fourth Quarter ending January 31, 1998              .15              .07


     (b)  Holders  -- There  were  approximately  239  holders  of record of the
Company's  Common Stock and 15 holders of record of the  Company's  Common Stock
Purchase  Warrants as of March 5, 1998 inclusive of those brokerage firms and/or
clearing houses holding the Company's  securities for their clientele (with each
such brokerage house and/or clearing house being considered as one holder).


                                      -10-
<PAGE>

     (c)  Dividends -- The Company has not paid or declared any  dividends  upon
its Common  Stock since its  inception  and, by reason of its present  financial
status and its  contemplated  financial  requirements,  does not  contemplate or
anticipate paying any dividends upon its Common Stock in the foreseeable future.

Issuance of Unregistered Securities

                                                                 Number
Name                                     Date              of Securities Issued
----                                     ----              --------------------
Multi Solutions                        1/16/96                 1,500,000

Michael Zindler                         5/6/96                   25,000

Markowitz & Zindler                     5/6/96                  100,000

John Lowy                               4/2/96                   77,260

Linda Dorrian                          5/16/96                   20,000

Lorraine Hartley                       5/16/96                   10,000

Larry Levine                           12/15/97                  50,000


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

Results of Operations

Fiscal Year Ended  January 31,  1998  Compared to Fiscal Year Ended  January 31,
1997

     Revenues  for the fiscal  year ended  January  31,  1998 were  $901,450  as
compared to $1,065,135 in fiscal year 1997, a decrease of $163,685  (15%).  This
decrease is primarily  due to a 32% decrease in revenues  from license fees from
$356,494 to $243,146,  much of which came from the company's  largest  customer.
The  decrease  in  license  fees is  primarily  due to the  decrease  in royalty
payments to the company from IBM.

     In fiscal 1998, Multi Soft's two principal sources of revenues were license
fees and maintenance fees which represented  approximately  98.5% ($888,411) and
98.1% ($1,045,186) percent of revenues in fiscal 1997.

     Management  believes that the decrease in maintenance  fees during the year
ended January 31, 1998 is due to the cancellation of maintenance  contracts with
customers.  Also, since November 1996, the minimum  maintenance has been $15,000
per month from IBM.

     Operating  expenses decreased 15.1% from fiscal 1997 ($1,051,821) to fiscal
1998 ($893,064)  primarily as a result of a 25% decrease in software development
costs.  The  decrease  in  software  development  costs  is  principally  due to
development  of a  product  that was  capitalized  during  the  fiscal  year but
remained unamortized because the product is not ready for sale.

     Other income  (expenses)  changed from $71,244 in fiscal 1997 to $90,035 in
fiscal 1998.  Consulting,  rent revenue and administrative  fees are included in
the other income section in the amount of $75,750 in 1998.


                                      -11-
<PAGE>


     As a result of all of the foregoing, Multi Soft's net income in fiscal 1998
of $98,421 increased compared to its income in 1997 $84,558.

Major Customers

     In fiscal 1998, IBM accounted for 29% of total revenues. In fiscal 1997 IBM
accounted for 29% of total revenues.

Liquidity and Capital Resources

     At January  31,  1998,  the  Company had a working  capital  deficiency  of
$(376,763) and has experienced cash flow problems.

     Management  of Multi Soft  continues to take various  steps to correct this
situation.  Overhead  costs  have  been cut  drastically  as a  result  of staff
reductions and curtailment of all outside  marketing and  advertising  costs. In
addition,  senior staff salaries were reduced and executive  officers'  salaries
were partly deferred.  Secondly,  Multi Soft broadened its product base into the
Windows,  Windows 95 and Windows/NT  environment  and has made its Windows based
products easier to learn and use.

     It is Multi Soft's  intent to remain a  technology  provider 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 the  Company  obtains
additional  funds from  operations  or  otherwise,  it plans to expand  in-house
marketing  activities by  advertising  in trade  publications  and by conducting
targeted mailing. (See "Item 1. Business - In-House Marketing and Sales").

Working Capital and Current Ratios:

  Descriptions                         January 31, 1998       January 31, 1997
  ------------------------------------------------------------------------------

  Working capital (deficiency)            ($376,763)            ($369,345)

  Current ratios                              .22:1                .097:1

Dividend Policy

     The Company  has not  declared or paid any  dividends  on its common  stock
since its inception and does not anticipate  the  declaration or payment of cash
dividends in the foreseeable future. The Company intends to retain earnings,  if
any, to finance the development  and expansion of its business.  Future dividend
policy will be subject to the  discretion  of the Board of Directors and will be
contingent  upon future  earnings,  if any, the Company's  financial  condition,
capital requirements,  general business conditions and other factors. Therefore,
there can be no assurance that dividends of any kind will ever be paid.



                                      -12-
<PAGE>
Year 2000

     Many companies systems  experience  problems handling dates beyond the year
1999. The Company's products are not directly impacted by this problem.

In particular,  Year 2000 issues are  transparent to WCL. WCL simply  transports
data between the 3270/5250  presentation space and the client  application.  WCL
does no formatting of any data,  including dates.  This is handled by the client
development tool, such as VB, PB, and VC++. Therefore,  Year 2000 issues must be
addressed by these development tools, not WCL.

In addition, The Company's INFRONT and QuickFRONT products have built in support
for Year  2000.  Any date  functions  in use  within an  INFRONT  or  QuickFRONT
application  that use 4 positions  for the year will  automatically  handle Year
2000 with no changes.

For date  functions  that use 2 positions for the year,  SETUPSL  command can be
used to handle the Year 2000.

                                      -13-

<PAGE>

Effect of Inflation

     Management  believes that  inflation  has not had a material  effect on its
operations for the periods presented.

Cautionary Statement

     This Form 10-KSB contains  certain  forward-looking  statements  regarding,
among other things,  the  anticipated  financial  and  operating  results of the
Company.  For  this  purpose,  forward-looking  statements  are  any  statements
contained herein that are not statements of historical fact and include, but are
not  limited to,  those  preceded by or that  include the words,  "believes,"  "
expects,"  "anticipated,"  or similar  expressions.  In connection with the safe
harbor provisions of the Private  Securities  Litigation Reform act of 1995, the
Company is including this cautionary  statement  identifying  important  factors
that could cause the Company's  actual results to differ  materially  from those
projected in forward  looking  statements made by, or on behalf of, the Company.
These  factors,  many of which are beyond the control of the Company and include
the  Company's  ability to, (I) continue as a going  concern,  (ii)  continue to
receive royalties from its existing licensing and consulting arrangements, (iii)
develop  additional  marketable  software  and  technology  , (iv)  compete with
larger,  better capitalized  competitors,  and (v) reverse ongoing liquidity and
cast flow problems.

Item 7.  Financial Statements.

     The following  financial  statements  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, 1998

                                      INDEX

                                                                       Page #
                                                                       ------
Report of Independent Certified Public Accountant                       F1

Balance Sheets - January 31, 1998 and 1997                              F2, F3

Statements of Operations for Each of the Two Years in the
 Period Ended January 31, 1998                                          F4

Statements of Changes in Stockholders' Equity (Deficiency)
 for Each of the Two Years in the Period Ended January 31, 1998         F5

Statements of Cash Flows for Each of the Two Years in the Period Ended
January 31, 1998                                                        F6

Notes to Financial Statements                                           F7 - F15

Schedules

     All   schedules  of  the  Company  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

         None


                                      -14-
<PAGE>

                                    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


     Directors   are  elected  to  serve  until  the  next  annual   meeting  of
stockholders  and until their  successors  have been elected and have qualified.
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 officer and director of the
Company is as follows:

     CHARLES J. LOMBARDO,  age 55, has been the Company's  Chairman of the Board
of Directors  since  January  1985 and has been the  Company's  Chief  Executive
Officer,  Chief Financial Officer and Treasurer since December 1988. He has been
MSI's Chief Executive  Officer and  Secretary-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 Applied  Mathematics,  The  American
Association of Physics Teachers, and the Philosophy of Science Association.

     MIRIAM G. JARNEY,  age 57, has been a Director of the Company since January
1985,  Executive  Vice  President of the Company since 1986 and Secretary of the
Company  since  December  1988.  She has been  Executive  Vice  President  and a
Director of MSI 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.  In February 1982, Ms.
Jarney  started her own company,  Dedicated  Systems,  Inc.,  for the purpose of
packaging  computer  software for the  microprocessor  market,  which company is
inactive.


                                      -15-
<PAGE>

     LARRY SPATZ,  age 54, as been a director of the Company 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 the Company's  knowledge,  based solely on a review of such materials as
are required by the Securities and Exchange Commission,  no officer, director or
beneficial  holder  of  more  than  ten  percent  of the  Company's  issued  and
outstanding shares of Common Stock 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, 1998.

Item 10. Executive Compensation.

     The following table shows all the cash  compensation  paid or to be paid by
the  Company  or its  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 &                                                Other Annual    Restricted                                  All Other
Principle      Fiscal                                 Compensation    Stock Award                   LTIP        Compensation
Position        Year         Salary ($)     Bonus ($)      ($)             ($)      Options SARs   Payouts ($)      ($)
--------        ----         ----------     ---------   ---------     -----------   ------------   -----------  ------------
<S>             <C>          <C>                <C>     <C>                 <C>           <C>          <C>            <C>
Charles J.      1998        (A)$ 60,000         $0      (C)$40,393          $0            $0           $0             $0 
Lombardo CEO    1997           $100,000         $0         $20,000          $0            $0           $0             $0 
                1996           $104,505         $0      (C)$36,750          $0            $0           $0             $0
                1995           $104,505         $0              $0          $0            $0           $0             $0 
                1994           $103,470         $0              $0          $0            $0           $0             $0 

Miriam Jarney   1998        (B)$ 60,000
Exec. V.P.      1997           $100,000         $0              $0          $0            $0           $0             $0
                1996            $98,491         $0              $0          $0            $0           $0             $0
                1995            $98,491         $0              $0          $0            $0           $0             $0
                1994            $98,559         $0              $0          $0            $0           $0             $0
</TABLE>


(A)  Accrued and unpaid to Charles J. Lombardo  
     $19,167 for 1998 and $60,548 for prior year

(B)  Accrued and unpaid to Miriam Jarney       
     $10,000 for 1998 and $43,342 for prior year

(C)  Consulting fees


                                      -16-
<PAGE>

     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       Expiration
                                      Granted         Granted to Employees in Fiscal       Base Price          Date
                                                                   Year                      ($/Sh)
------------------------------- -------------------- ---------------------------------- ----------------- ---------------
<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:


      Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values

<TABLE>
<CAPTION>
------------------------------- ---------------- ------------------------- ------------------------ ---------------------
                                                                            Number of Securities          Value of
                                                                                 Underlying             Unexercised
                                    Shares                                       Unexercised            In-The-Money
                                  Acquired on                                  Options/SARs at        Options/SARs at
Name                             Exercise (#)       Value Realized ($)           FY-End (#)              FY-End ($)
------------------------------- ---------------- ------------------------- ------------------------ ---------------------
<S>                                   <C>                  <C>                       <C>                    <C>
Charles J. Lombardo                   -0-                  -0-                       -0-                    -0-
Miriam Jarney                         -0-                  -0-                       -0-                    -0-
------------------------------- ---------------- ------------------------- ------------------------ ---------------------
</TABLE>


Directors' Compensation

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

Employment Agreements

     On July 14, 1989, the Company entered into a five-year employment agreement
with its Chairman of the Board and Chief Executive Officer, Charles J. Lombardo,
which may be renewed for successive  periods unless terminated by the Company on
twelve months notice or by Mr.  Lombardo on six months notice.  Mr.  Lombardo is
the Chairman of the Board, Chief Executive Officer,  Chief Financial Officer and
Treasurer of the Company. 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 the Company does 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 the Company's  after tax profits.  The  employment  agreement has
been renewed for an additional year on an annual basis.


                                      -17-
<PAGE>

     Mr.  Lombardo  also is  entitled  to a salary from MSI of $25,000 per year,
which he agreed to forego for fiscal 1997, 1998. Through the end of MSI's fiscal
year ended January 31, 1994, MSI owed Mr. Lombardo $98,946 in accrued salary. In
July 1994,  MSI authorized the issuance of 549,700 shares of its Common Stock to
Mr. Lombardo in lieu of the foregoing accrued salary.

     On  August  1,  1989,  the  Company  entered  into a  five-year  employment
agreement with Miriam Jarney,  Executive  Vice-President  and a Director of both
the  Company  and MSI,  which may be  renewed  for  additional  periods,  unless
terminated  by the Company 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 the Company's 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 the  Company  does  business,  or  engaging in any
competitive  business for her own account.  The  employment  agreement  has been
renewed for an additional year on an annual basis.

     During fiscal 1997 and fiscal 1998,  Mr.  Lombardo and Ms. Jarney accrued a
portion of their  salaries.  The balance due between both officers as of January
31, 1998 is $739,662 including deferred increases of $586,605.




                                      -18-
<PAGE>

Item 11.     Security Ownership of Certain Beneficial Owners and Management.

     Security  Ownership of Management -- The number and percentage of Shares of
Common Stock of the Company owned of record and beneficially by each owner of 5%
or more of the common  stock,  officer  and  director  of the Company and by all
officers  and  directors  of the  Company  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>
MSI(1)                                                                    6,526,722                       55.40%
4262 US Route 1, Monmouth Junction, NJ 08852
---------------------------------------------------------------- ----------------------------- -----------------------------
Charles J. Lombardo                                                      6,688,387(1)                     58.2%
Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, & Treasurer
1511 Laurie Lane, Yardley, PA  19067
---------------------------------------------------------------- ----------------------------- -----------------------------
Miriam G. Jarney                                                         6,670,055(1)                     58.1%
Executive Vice President, Secretary, Director
21 Doering Way, Cranford, NJ  07106
---------------------------------------------------------------- ----------------------------- -----------------------------
Larry Spatz                                                            6,526,722(1)(2)                    56.8%
Director
Suite 332, 401 East Illinois St., Chicago, IL 60611
---------------------------------------------------------------- ----------------------------- -----------------------------
All Executive Officers and Directors as a group (3 persons)              6,831,720(1)                     59.5%
---------------------------------------------------------------- ----------------------------- -----------------------------
</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 MSI. Therefore, together with the other directors of MSI, they
     share the voting  power of the Company  shares owned by MSI, and the shares
     owned by MSI have been deemed to be owned by the officers and  directors of
     the  Company.  The shares  listed as owned by Charles J.  Lombardo,  Miriam
     Jarney and Larry Spatz include the 6,526,722 shares owned by MSI.

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


                                      -19-
<PAGE>


Item 12. Certain Relationships and Related Transactions.

     The  Company  has a demand  loan with a  commercial  bank.  Borrowings  are
collateralized  by the Company's  accounts  receivable  and bear interest at the
bank's  prime rate plus 2% (10.75% at January  31,  1997).  The  Company  was in
default on this  loan.  The  Company  obtained  a  forbearance  from the bank in
November  1993  requiring  an initial  $20,000  payment and monthly  payments of
$1,500 of principal  and interest  and the personal  guarantee of the  Company's
Chairman.  As of February  11, 1998,  the Company paid off the existing  loan by
incurring a new loan. As a result, the loan is no longer in default. As of March
1, 1998,  the Company is in  compliance  with the terms of the new loan and owes
approximately  $16,338.  During 1998 and 1997,  the maximum amount of borrowings
outstanding were $25,497 and $41,000, respectively.

     In January  and March  1994,  the Company  issued an  aggregate  of 254,500
shares at $.03 per share to the  individuals  who converted their MSI notes into
Company shares and 254,500 shares to MSI for $.03 per share.

     In  consideration  of Multi  Solutions  incurring  the risk of  potentially
having to pay off the Notes if the  Noteholders had not elected to convert their
Notes  into the  Company's  shares,  and in  consideration  for Multi  Solutions
purchase of a bulk of  restricted  Company  shares with the proceeds of the Note
offering at or slightly above the market value of the Company's  freely tradable
shares  (i.e.,  well above the actual value of such shares given the size of the
purchase,  the restriction on transfer and the extreme liquidity problems of the
Company at that time),  the Company  issued an additional  283,334 shares of its
restricted common stock to Multi Solutions.

     Although there is no written agreement between MSI and the Company granting
MSI preemptive rights with regard to MSI's majority  ownership of Company common
stock, in practice,  MSI has and plans to continue to acquire  sufficient shares
of the Company's common stock to assure its majority ownership in the Company.

     In January 1996,  Multi Soft issued 1,500,000 shares of its common stock to
Multi  Solutions.  The transaction  was valued at $.22 per share  ($330,000) for
which Multi Solutions was to issue a note. In connection with this  transaction,
Multi Soft paid for the  acquisition  of 1,000,000 each Multi  Solutions  common
shares  (valued  at $0.08  per  share) to the  chairman  and vice  president  by
allowing  the  indebtedness  of Multi  Solutions  to Multi Soft to be reduced by
$160,000 which thereby reduced the debt of Multi Soft to the two officers by the
same amount.  After completion of this series of transactions,  the net debt due
to Multi Soft in connection with the common stock sale was reduced to $170,000.


                                      -20-
<PAGE>

     During fiscal 1996,  the company  issued  1,000,000  shares to each Charles
Lombardo  and Miriam  Jarney,  such  transaction  being  effected to pay accrued
salary of Multi Soft and reducing  debts of Multi  Solutions to Multi Soft.  The
balance due for accrued salaries between both officers as of January 31, 1998 is
$739,662 including deferred increases of $586,605.

     The Company subleases its office space from C&S Consulting, Inc., a company
owned by the Company's Chairman and his wife (see "Item 2. Properties").


                                      -21-
<PAGE>


                                     PART IV

Item 13.        Exhibits and Reports on Form 8-K.

Exhibits

     3.a    Certificate of  Incorporation  and  Certificate of Correction of the
            Company (1)

     3.b    By-Laws of the Company (1)

     10.a   Employment Agreement with Charles J. Lombardo (6)**

     10.b   Employment Agreement with Miriam G. Jarney (6)**

     10.c   Facility sublease (8)

     10.d   IBM Agreement executed October 1993*(8)

     10.e   IBM Agreement executed August 1994*(8)

     10.f   IBM Amendment executed May 15, 1995 (P)

     10.g   Copy of MSI's  Non-Qualified  Stock Option Plan, Stock Grant Program
            and Employee Incentive Stock Option Plan (3)

     10.h   Amendments  to MSI's  Non-Qualified  Stock  Option  and Stock  Grant
            Program (4)

     27.    Financial Data Schedules (electronic form only)



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

**   Management  contracts or  compensatory  plan or arrangement  required to be
     filed as an exhibit.

(1)  Previously filed as an Exhibit to the Company's  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 the  Company's  Form 8-K dated March 15,
     1994,  as filed  with  the  Commission  on or about  March  21,  1994,  and
     incorporated herein by reference.

(3)  Previously filed as an Exhibit to MSI's 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.

(4)  Previously  filed  as part of the  MSI's  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.

(5)  Previously filed as an Exhibit to the Company's Form 8-K dated July 9, 1993
     as filed with the  Commission on or about July 12, 1993,  and  incorporated
     herein by reference.

(6)  Previously  filed as an Exhibit to the  Company's  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.


                                      -22-
<PAGE>


(7)  Previously filed as an Exhibit to the Company's  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, 1998.



                                      -23-
<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:  April 29, 1998                      By: 
                                                    ----------------------
                                                    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
----------                        -----                                ----
                      
                      
                                                                  April 29, 1998
-------------------   
Charles J. Lombardo   Chairman of the Board of Directors,  Chief
                      Executive Officer,  Financial Officer, and
                      Treasurer
                      
                                                                  April 29, 1998
-------------------   
Miriam Jarney         Executive Vice President, Secretary, and
                      Director
                      
                      
                                                                  April 29, 1998
-------------------   
Larry Spatz           Director
                      

                                      -24-
<PAGE>



                          Albinder Altman & Block, LLP
                          Certified Public Accountants
                         462 Seventh Avenue, Suite 1600
                               New York, NY 10018
                               Tel: (212) 279-8430
                               Fax: (212) 279-8459


               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 55.4% owned subsidiary of Multi  Solutions,  Inc.) as of
January 31, 1998 and 1997 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 generally accepted auditing standards.
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, 1998 and 1997 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 has suffered recurring losses 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 amount and  classification  of  liabilities  that might
result should the Company be unable to continue as a going concern.



Albinder Altman & Block, LLP

New York, New York
April 22, 1998





                                       F-1
<PAGE>


                                MULTI SOFT, INC.
               a 55.40% owned subsidiary of Multi Solutions, Inc.
                                 BALANCE SHEETS
                            January 31 ,1998 and 1997


                                                         1998           1997
                                                     -----------    -----------
                                     ASSETS
CURRENT ASSETS
     Cash                                            $    29,093    $     9,148
     Accounts Receivable (net of allowance
      of $29,086 and $6,854 respectively)                 57,025         16,961
     Prepaid expenses and other current assets            20,799         13,532
                                                     -----------    -----------
                                                         106,917         39,641


FURNITURE AND EQUIPMENT
     Research and Development Equipment                    8,869          7,953
     Office furniture and other equipment                 13,824         17,818
                                                     -----------    -----------
                                                          22,693         25,771
     Less: Accumulated Depreciation                       (8,688)        (9,119)
                                                     -----------    -----------
                                                          14,005         16,652

OTHER ASSETS
     Capitalized software development costs            1,568,794      1,722,303
     Less accumulated amortization                      (939,942)    (1,110,741)
                                                     -----------    -----------
                                                         628,852        611,562

     Due from Solutions                                  422,239        422,951
     Due from NetCast                                    155,251         55,335
                                                     -----------    -----------
                                                     $ 1,327,264    $ 1,146,141
                                                     ===========    ===========


                                       F-2
<PAGE>

                                MULTI SOFT, INC.
               a 55.40% owned subsidiary of Multi Solutions, Inc.
                                 BALANCE SHEETS
                            January 31, 1998 and 1997


                                                          1998          1997
                                                      -----------   -----------

LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
     Loan payable to bank                             $    16,338   $    25,497
     Note Payable                                          11,339        15,504
     Accrued payroll                                       20,080          --
     Payroll and other taxes payable                       32,755        38,072
     Accounts Payable, Accrued  expenses and
            other  Current Liabilities                     58,291        58,155
     Accrued officer compensation                         153,057       103,347
     Deferred Revenues                                    191,820       168,411
                                                      -----------   -----------

                                                          483,680       408,986

     Deferred compensation due officer /shareholders      586,605       586,605
                                                      -----------   -----------

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
   11,780,306 (1998) and 11,780,306 (1997)                 11,780        11,780
     Additional paid-in capital, net of deferred
     compensation $5,941 (1998) and  $14,813 (1997)     5,931,876     5,923,868
     Accumulated deficit                               (5,686,677)   (5,785,098)
                                                      -----------   -----------
                                                          256,979       150,550

                                                      $ 1,327,264   $ 1,146,141
                                                      ===========   ===========



                                      F-3
<PAGE>

                                 MULTI SOFT, INC
               a 55.40% owned subsidiary of Multi Solutions, Inc.
                            STATEMENTS OF OPERATIONS
                      Years ended January 31, 1998 and 1997


                                                       1998            1997
                                                   ------------    ------------
REVENUES
      License fees                                 $    243,146    $    356,494
      Maintenance fees                                  645,265         688,692
      Consulting and Other fees                          13,039          19,949
                                                   ------------    ------------
         Total revenues                                901,450       1,065,135

EXPENSES
      Software development and technical support        258,584         344,588
      Selling and administrative                        634,480         707,233
                                                   ------------    ------------
         Total expenses                                 893,064       1,051,821
                                                   ------------    ------------
         Income  (Loss)  from operations                  8,386          13,314
                                           
OTHER INCOME (EXPENSE)
      Other Revenues                                     90,839          79,102
      Interest Expense                                     (804)         (7,858)
                                                   ------------    ------------
         Total other income                              90,035          71,244
                                                  
         Net Income                                $     98,421    $     84,558
                                                   ============    ============
                                                  
         Weighted average shares outstanding         11,780,306      11,592,343
                                                   ============    ============
                                                  
         Income  per share                         $       0.01    $       0.01
                                                   ============    ============
                                                   
                                              
     (a)  less then $.01 per share


                                      F-4
<PAGE>

MULTI SOFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFECIENCY
Years ended January 31, 1998 and 1997 

<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, 1996                       11,498,046        11,498     5,862,535          (233)    (5,869,656)         4,144

Issuance of resticted common stock                   282,260           282        75,516       (16,020)                       59,778

Amortization of deferred compensation                                                            2,070                         2,070

Net  Income                                                                                                    84,558         84,558
                                                  ----------    ----------    ----------    ----------     ----------     ----------


Balance at January 31, 1997                       11,780,306        11,780     5,938,051       (14,183)    (5,785,098)       150,550

Issuance of resticted common stock                      --            --            --            --

Amortization of deferred compensation                                                            8,008                         8,008

Net  Income                                                                                                    98,421         98,421
                                                  ----------    ----------    ----------    ----------     ----------     ----------


Balance at January 31, 1998                       11,780,306        11,780     5,938,051        (6,175)    (5,686,677)       256,979
                                                  ==========    ==========    ==========    ==========     ==========     ==========
</TABLE>

                                       F-5
<PAGE>

                                MULTI SOFT, INC.
                            STATEMENTS OF CASH FLOWS
                      Years ended January 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                     1998         1997
                                                                  ---------    ---------
<S>                                                               <C>          <C>      
Cash flows from operating activities
      Net Income                                                  $  98,421    $  84,558
      Adjustments to reconcile net income  to net cash
           provided by operating activities
      Depreciation and amortization                                 262,147      347,548
      Common stock issued to Solutions
      Changes in assets and liabilities
              Due to / from Multi Solutions                             712      (69,524)
              Due to/ from NetCast                                  (99,916)
              Accounts receivable                                   (40,064)      83,467
              Prepaid expenses and other current assets              (7,267)        --
              Accrued payroll                                        20,080      (30,285)
              Note Payable                                           (4,165)      15,504
              Payroll and other taxes payable                        (5,317)     (36,921)
              Accounts payable and accrued expenses                     136     (115,497)
              Accrued officer compensation                           49,709       (6,669)
              Deferred revenues                                      23,409     (141,380)
              Long term deferred revenues                              --         (8,022)
                                                                  ---------    ---------

                     Net cash provided  by operating activities     297,885      122,779

Cash flows from investing activities
      Capital expenditures                                             (916)     (15,718)
      Capitalized software development costs                       (275,874)    (232,173)
                                                                  ---------    ---------

                     Net cash used in investing activities         (276,790)    (247,891)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements         (9,159)     (15,602)
      Issuance of capital stock                                       8,008       61,847
                                                                  ---------    ---------

                     Net cash provided by financing activities       (1,151)      46,245
                                                                  ---------    ---------

                     NET INCREASE (DECREASE) IN CASH                 19,944      (78,867)

Cash at beginning of year                                             9,148       88,015
                                                                  ---------    ---------

Cash at end of year                                               $  29,092    $   9,148
                                                                  =========    =========
</TABLE>


                                       F-6
<PAGE>


                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
NOTE A - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Multi Soft,  Inc. (the Company) was  incorporated on January 29, 1985 under
     the laws of the State of New Jersey.  At January 31, 1998,  the Company was
     55.40% owned by Multi Solutions,  Inc. 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. The Company earned net income of $98,421 in 1998 and $84,558 in
     1997. In addition,  at January 31, 1998, the Company's current  liabilities
     exceeded  current  assets by  $376,763  and  total  assets  exceeded  total
     liabilities by $256,979.

     The  Company  intends  to  aggressively  market its new  products,  control
     operating  costs and broaden  its  product  base  through  enhancements  of
     products for use by non-technical computer personnel.

     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 $3,563 and $2,960 for the years ended January 31,
     1998 and 1997 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.


                                       F-7
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued)

     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 sixty  month  period,  the  capitalized
     software costs for its Windows-based products. The period is based on sales
     forecasts  for the seven  year  agreement  with IBM which  began in October
     1993. The Company's  Windows  products are  compatible  with Windows 95 and
     further   modifications  are  continually  made  specifically  for  32  bit
     environments  (Windows 95 or Windows  NT).  Unamortized  costs  relating to
     Windows  products as of January 31, 1998 and 1997 are $628,852 and $611,562
     respectively.

     As of January 31,  1998,  there no longer are any  unamortized  capitalized
     software  costs  relating to the two DOS products.  The  unamortized  costs
     relating to DOS products at January 31, 1997 were $2,440.

     Amortization expense for 1998 and 1997, for all products,  was $258,584 and
     $344,588 respectively.

     3.   Revenue Recognition

     In  accordance   with  Statement  of  Position  91-1,   "Software   Revenue
     Recognition"  (SOP 91-1), 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.   Income Per Share

     Income 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.  The Company
     adopted the new standard for the year ended January 31, 1994.


                                      F-8
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
     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.


NOTE C - LOAN PAYABLE

     1.   Demand Loan - Bank

     The Company has a demand loan  payable to a  commercial  bank  ($16,338 and
     $25,497  at  January  31,  1998  and  1997  respectively).  Borrowings  are
     collateralized  by the Company's  accounts  receivable and bear interest at
     the bank's  prime rate plus 2% (10.5% at January  31,  1998 and 1997).  The
     Company  obtained a forbearance  from the bank in November 1993 requiring a
     $20,000 payment upon execution,  monthly  payments of $1,500  principal and
     interest  and the  personal  guarantee  of the  Company's  chairman.  As of
     February  11, 1998,  the company paid the existing  loan by obtaining a new
     loan, as a result, the the loan is no longer in default.  As of the date of
     this filing the Company is in compliance with the terms of the agreement.

     During 1998 and 1997,  the maximum  amount of  borrowings  outstanding  was
     $25,497 and $41,099  respectively,  the average borrowings were $20,918 and
     $33,248, respectively, and the weighted average interest rates were 10.5%.

     2.   Note Payable

     In June 1996,  $18,700 due to a vendor was  converted  to a note payable at
     the rate of $597 per month for 36 months with interest at 9%.

NOTE D - 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 $5.6 million.  These losses expire at various dates
     through 2011.
     Therefore, there is no provision for income taxes.

     The Company adopted,  effective February 1, 1993, SFAS No. 109, "Accounting
     for Income  Taxes."  Under the liability  method  specified by SFAS No 109,
     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.


                                      F-9
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
     The deferred method,  used in years prior to 1993,  required the Company to
     provide  for  deferred  tax  expense  based on certain  items of income and
     expense which were reported in different years in the financial  statements
     and the tax  returns as measured by the tax rate in effect for the year the
     difference occurred.

     Deferred tax (liabilities) assets consist of the following at January 31:

                                                            1998          1997  
                                                            ----          ----
                                                      
     Capitalized software                               $ (248,000)  $ (242,000)
     Allowance for bad debts                                11,000        3,000
     Deferred compensation                                 234,000      234,000
     Deferred revenue - royalties                           77,000       92,000
     Loss carry forwards                                 2,200,000    2,220,000
                                                        ----------   ----------
                                                      
           Gross deferred tax assets                     2,274,000    2,307,000
                                                      
     Deferred tax assets valuation allowance             2,274,000    2,307,000
                                                        ----------   ----------
                                                      
                                                        $    - 0 -    $    - 0 -
                                                        ==========   ==========
                                                   

NOTE E - STOCKHOLDERS' EQUITY

     1.   Stock Transactions

     The expiration date of the Company's 714,012 outstanding  warrants has been
     extended to June 1, 1998.


                                      F-10
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
NOTE E - STOCKHOLDERS' EQUITY  - Continued

     In January 1996,  the Company  issued  1,500,000  shares of common stock to
     Multi  Solutions,  Inc.  The  transaction  was  valued  at $.22  per  share
     ($330,000) for which Multi Solutions was to issue a note.

     In connection with this  transaction,  the company paid for the acquisition
     of 1,000,000  shares each of Multi Solutions  common stock (valued at $0.08
     per share) by the chairman and vice president by allowing the  indebtedness
     of Multi  Solutions to the company to be reduced by $160,000  which thereby
     reduced the debt of the company to the two officers by the same amount.

     After  completion  of this  series of  transactions,  the net debt due from
     Multi  Solutions  in  connection  with the common stock sale was reduced to
     $170,000.

     2.    Prior Period Adjustment

     During the year ended  January 31, 1996 the Company  discovered an error in
     accounts  payable  originating  in the fiscal year ended  January 31, 1994.
     This error has no effect on operations for the year ended January 31, 1996.


     3.   Option and Stock Grant Program

     During  fiscal 1992,  the Company  issued to an  officer/director  employee
     stock  purchase  warrants  to  purchase  66,667  shares and 33,334  shares,
     respectively,  of its common stock at $0.27 per share.  The exercise  price
     was in excess of the fair market value of the Company's common stock at the
     date of issuance. The warrants were exercisable through June 1, 1996.

     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,
     1998, an aggregate of 665,334 shares have been issued pursuant to the Plan.


                                      F-11
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
     The Company has issued stock grants as follows:

          Stock grants as of January 31, 1992                            427,500
                                                                        
          Stock grants issued to employees                                13,334
                                                                         -------
          Stock grants of January 31, 1993                               440,834
                                                                        
          Stock grants issued to employees                                73,334
                                                                         -------
          Stock grants as of January 31, 1994                            514,168
                                                                        
          Stock grants issued to employees                                71,166
                                                                         -------
          Stock grants as of January 31, 1995                            585,334
                                                                        
          Stock grants issued to employees                                     0
                                                                         -------
          Stock grants as of January 31, 1996                            585,334
                                                                        
          Stock grants issued to employees                                80,000
                                                                         -------
          Stock grants as of January 31, 1997                            665,334
                                                                        
          Stock grants issued to employees                                     0
                                                                         -------
          Stock grants as of January 31, 1998                            665,334
                                                                         -------
                                                                 
     As of January 31,  1998,  employees  were not fully vested in 80,000 of the
     aforementioned stock grants.  Amortization of deferred compensation for the
     stock grants to employees was $8,009 and $2,070 for the years ended January
     31, 1998 and 1997, respectively.

     4.   Shares Issued to Officers as Compensation

     In March  1994,  the  Company  issued  66,666 to  Miriam  Jarney in lieu of
     $18,000 salary. (Also see note E 1.)


                                      F-12
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
NOTE F - 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 $4750 per month.  Rental
     expense under the lease  aggregated  approximately  $59,450 and $57,200 for
     the years ended January 31, 1998 and 1997, respectively.

     In June 1995 the Company entered into a three year noncancelable  operating
     lease for a color laser copier with  monthly  payments of $606 plus tax and
     per copy charges through May 1998.

     Future minimum lease payments under the noncancelable  equipment  operating
     lease is as follows:

          Year Ending
          January 31,
          -----------
          1999                                                            3,000
                                                                         ------
                                                                         $3,000
                                                                         ======

     In November 1997 the company  entered into a 60 month operating lease for a
     laser  copier  with  monthly  payments  of $365  plus tax and copy  charges
     through October 2002.

          Year Ending
          January 31,
          -----------
          1999                                                          $ 4,380
          2000                                                            4,380
          2001                                                            4,380
          2002                                                            4,380
                                                                        -------
                                                                        $17,520
                                                                        =======

     2.   Employment Agreements

     The Company has  employment  agreements  with two  officers  which  provide
     aggregate minimum annual compensation of $200,000 through July 1998.

     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.

     3.   Payroll Taxes

     Certain state and federal  taxes,  interest,  and penalties in  aggregating
     approximately  $33,000  remain  unpaid at January 31, 1998.  In March 1998,
     approximately  $21,000  of  those  taxes  were  paid in  connection  with a
     settlement agreement, leaving approximately $12,000 unpaid.


                                      F-13
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
     4.   Litigation

     The Company and its parent,  Multi  Solutions,  Inc. have been from time to
     time parties to legal actions arising in the 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 G - MAJOR CUSTOMER

     In fiscal 1998, one customer accounted for 29% of total revenue.  In fiscal
     1997, one customer accounted for 29% of total revenue.

     NOTE H - SUPPLEMENTAL INFORMATION

     Supplemental  disclosures  of cash flow  information  for the  years  ended
     January 31, 1998 and 1997 are as follows:

                                                               1998        1997
                                                               ----        ----

          Cash paid during the year for Interest              $2,304      $7,858

     During the years ended  January 31,  1997 and 1996,  the Company  exchanged
     100,000 and 202,260  shares of the  Company's  common  stock at fair market
     value for  legal  and other  services  rendered  to the  Company  valued at
     $14,107 and $59,737.

     NOTE I - SOFTWARE LICENSING AGREEMENTS

     1.   Software Licensing Agreements

     On October 8, 1993, the Company entered into a Software Licensing Agreement
     and other ancillary  agreements  with IBM  Corporation  (IBM) providing for
     certain  exclusive  marketing rights for the Company's  principal  product:
     WCL(TM) with IBM IMS Extensions.  This is a software  product  specifically
     modified for use with IBM's IMS mainframe systems.

     The agreements, effective for a term of seven years with automatic renewals
     for two additional one year periods,  provide for the payment of percentage
     royalties  and  unit  royalties  as  specified  in the  agreement.  IBM may
     terminate  the  agreement  after the first  year upon 90 days  notice.  The
     agreement further provides for minimum  non-refundable  royalty advances to
     the Company aggregating $300,000 through April 1996.

     The company has been receiving  monthly  maintenance from IBM regarding the
     above license agreement.

     The  $300,000  royalty  advance has been  recorded  as deferred  revenue in
     fiscal year 1994 and was  recognized  as income over the 21 month period of
     maintenance included in the agreement without additional fees.


                                      F-14
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1998 and 1997

                                                            
     Effective  June 1, 1995 Multi Soft and IBM amended their  Software  License
     Agreement number:  STL93199 and its related worldwide marketing agreements,
     such that,  $150,000  dollars of the $300,000 advance amount deferred as of
     January 31,  1994 shall,  as of June 1, 1995 no longer be subject to offset
     against royalties accrued.

     For the years ended  January 31, 1998 and 1997,  the Company  recognized as
     income $8,022 and $42,864 of $300,000 advance respectively.  As of the date
     of this filing, the entire $300,000 has been amortized to revenue.

     The contract with IBM's Network Software  Division provides that Multi Soft
     will receive prepaid royalties of $600,000 in quarterly installments over a
     two  year  period.  As  a  result,  IBM  receives  non  exclusive  and  non
     transferable license to market certain Multi Soft products.  The product is
     marketed  under IBM's logo as "Personal  Communications  Toolkit for Visual
     Basic". During fiscal 1997 the company has been receiving  maintenenace for
     the above  contract.  In October  1996  agreement  # R94564 was  amended to
     provide $15,000 in monthly payments to the company through October 1998. As
     of the date of this filing, the above contract remains in effect.

     2.   Marketing Agreements with IBM

     The Company  entered into marketing  agreements  with IBM providing for the
     marketing  rights of the WCL software with IBM IMS Extensions in the United
     States,  Puerto Rico, the Asia Pacific Region,  Europe, the Middle East and
     Africa.

     The  agreements  are for three year terms and  provide  for the  payment of
     percentage royalties as specified in the agreement.

     3.   Joint Development and Marketing Agreement with Bellcore

     In 1995  Multi  Soft,  Inc.  entered  a  joint  development  and  marketing
     agreement with Bellcore to develop and market a Sun Solaris Unix version of
     its WCL product.  The  agreement  provides that Bellcore pay Multi Soft for
     developing  an  extension  of its  WCL  product  to the  Sun  Solaris  Unix
     environment.   Additionally,   Bellcore  shall  pay  a  specified   monthly
     maintenance  fee for a period of one year.  Also,  it provides  for a joint
     marketing agreement in which both companies will share marketing royalties.
     During  the  fiscal  year  1998,  Multi  Soft had no  longer  received  any
     maintenance from this contract.

     NOTE J - 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  and no  payments  have been  received  during the
     fiscal year.  The balance due from Multi  Solutions at January 31, 1998 and
     1997 was $422,239 and $422,951.

     The Company provides certain services and office space to NetCast, Inc., as
     subsidiary  of Multi  Solutions.  The  balance  due from  NetCast,  Inc. at
     January 31, 1998 was $155,251.  Multi  Solutions has guaranteed the debt of
     NetCast to The Company.


                                      F-15