SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

              [X] ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 31, 2000
                                       OR
            [ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

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


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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange Act,  during the past 12 months (or for
such shorter  period that the  registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.

                                                       Yes [X]  No [ ]

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

The Issuer's  revenues for the fiscal year ended January 31, 2000 were $623,893

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the  average of the closing ask ($.36) and ($.25) bid price
of such stock,  as of May 5, 2000 is $1,800,341  based upon $.305  multiplied by
the 5,902,757 Shares of Registrant's Common Stock held by non-affiliates.

The number of shares  outstanding of each of the registrant's  classes of common
stock,  as of May 5, 2000, is 13,709,477  shares,  all of one class of $.001 par
value Common Stock.

     DOCUMENTS INCORPORATED BY REFERENCE: None

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

<PAGE>

                                MULTI SOFT, INC.
                                   Form 10-KSB
                           Year Ended January 31, 2000

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

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

ITEM 1.  DESCRIPTION OF BUSINESS...............................................1
         -----------------------

ITEM 2.  DESCRIPTION OF PROPERTIES.............................................6
         -------------------------

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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................7
         ---------------------------------------------------

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

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............7
         --------------------------------------------------------

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

ITEM 7.  FINANCIAL STATEMENTS.................................................11
         --------------------

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

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

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         -------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT....................11
         -------------------------------------------------

ITEM 10. EXECUTIVE COMPENSATION...............................................13
         ----------------------

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................16
         ----------------------------------------------

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

SIGNATURES....................................................................18

SUPPLEMENTAL INFORMATION......................................................19

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

<PAGE>

                                     PART I
                                     ------
Item 1.   Description of Business
          -----------------------

General
-------

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

     We  produce,   market  and  maintain  three  communications   front-ending,
client-server and cooperative processing technologies called:

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

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

o    INFRONT for DOS.

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

OUR TECHNOLOGY
--------------

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

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

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

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

     MESSAGE-BASED  ACCESS TO MAINFRAME DATA AND PROCESSES  allows  companies to
create client-server applications,  where they use the PC for the client portion
of the  application,  which  includes all user  interaction,  dialogue  flow and
access to local data,  and they use the mainframe for the server  portion of the
application,  which includes managing database  interaction,  data integrity and
security).  In this architecture,  only data and messages are passed between the
PC and host. This results in a

                                       1
<PAGE>

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

     INTEGRITY CONTROL AND DISTRIBUTION MANAGEMENT allows companies to use their
mainframe  system as a central  location  to 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 also can be used to manage
the  distribution  of these changes.  WCL's  WCL/Software  Distribution  Option,
commonly  referred to as WCL/SDO,  supports  integrity  control and distribution
management.

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

     Our Product line consists of three product sets:

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

     COMRAD

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

     WCL

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

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

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

                                       2
<PAGE>

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

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

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

     INFRONT

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

o    an intelligent forms subsystem with

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

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

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

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

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

o    other utilities such as code libraries and forms libraries.

                                       3
<PAGE>

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

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

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

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

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

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

                                     CLIENTS

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

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

                                       4
<PAGE>

                          IN-HOUSE MARKETING AND SALES

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

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

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

                                       IBM

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

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

Employees
---------

     We have eight full time  employees,  including  two  officers,  one support
personnel,  four technical and  engineering  personnel plus several  independent
consultants,  which  work for us on an as  needed  basis.  From time to time our
officers and employees  devote time to our parent,  Multi  Solutions,  and Multi
Solution's other subsidiaries.

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

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

                                       5
<PAGE>

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

     Our products provide front-ending, client-server and cooperative processing
technologies  which we believe  represents an advance over other  products being
marketed.

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

     NetCast,  Inc. is a subsidiary of Multi  Solutions and was  incorporated in
April of 1996 to  develop  new  Internet  technologies  to  create  a series  of
products  and  businesses  that  would  extend the power of  advertising  on the
Internet.  We provided services and office space to NetCast at cost for which we
have  billed   approximately   $240,000  through  January  31,  2000,  of  which
approximately  $78,000 was  incurred  during the fiscal  year ended  January 31,
1999. We charged NetCast for this time. Multi Solutions has guaranteed NetCast's
debt to us. In January 2000, Multi Solutions  decided to discontinue any further
operations of NetCast.

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

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

     We provided services and office space to FreeTrek at cost for which we have
billed  approximately  $193,000  through  January  31,  2000.  Since  FreeTrek's
incorporation, Charles J. Lombardo, our chairman, chief executive officer, chief
financial  officer and  treasurer,  has  devoted  and will  continue to devote a
substantial  amount of his time to FreeTrek  activities.  We charge FreeTrek for
this time.

Item 2.   Description of Properties
          -------------------------

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

Item 3.   Legal Proceedings
          -----------------

     We are not presently a party to any material litigation;  however,  certain
federal,  state taxes, interest and penalties aggregating  approximately $13,000
remain unpaid at January 31, 2000.

                                       6
<PAGE>

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

     No matters were  submitted  to a vote of our  security  holders in the last
quarter of our fiscal year ended January 31, 2000.

                                     PART II

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

     (a) Market  Information  -- Our common stock and the common stock  purchase
warrants  (for one share of Common  Stock)  are  traded in the  over-the-counter
market, and are quoted on The OTC Bulletin Board (symbol: "MSOF").

     The following tables set forth the range of high and low closing bid prices
for our common stock on a quarterly  basis for the past two fiscal years and the
first quarter of fiscal 2001 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 have not
traded and hence not priced.

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

     Period - Fiscal Year 1999                          High              Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 1998                .21               .06
     Second Quarter ending July 31, 1998                .175              .10
     Third Quarter ending October 31, 1998              .10               .05
     Fourth Quarter ending January 31, 1999             .11               .05


     Period - Fiscal Year 2000                          High              Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 1999                .16               .07
     Second Quarter ending July 31, 1999                .105              .06
     Third Quarter ending October 31, 1999              .10               .06
     Fourth Quarter ending January 31, 2000             .875              .06

     Period - Fiscal Year 2001                          High              Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 2000                .85               .25

     (b)  Holders -- There were  approximately  246 holders of record of the our
common stock and 32 holders of record of our common stock  purchase  warrants as
of May 5, 2000 inclusive of those brokerage firms and/or clearing houses holding
our  securities  for their  clientele  (with each such  brokerage  house  and/or
clearing house being considered as one holder).

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

                                       7
<PAGE>

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

--------------------------------------------------------------------------------
Name                                  Date                  Number
                                                            of Securities Issued
--------------------------------------------------------------------------------
HES Gift Trust (A)                    3/15/98               100,000
--------------------------------------------------------------------------------
John Lowy (A)                         3/15/98               12,500
--------------------------------------------------------------------------------
Charles Lombardo (A)                  3/15/98               75,000
--------------------------------------------------------------------------------
Miriam Jarney (A)                     3/15/98               100,000
--------------------------------------------------------------------------------
Joseph Poulshock (B)                  4/27/98               16,667
--------------------------------------------------------------------------------
Howard Mendelson (B)                  10/30/98              100,000
--------------------------------------------------------------------------------
Patricia McMahon (B)                  10/30/98              100,000
--------------------------------------------------------------------------------
Sharon Jones (B)                      10/30/98              10,000
--------------------------------------------------------------------------------
Elaine Bine (B)                       10/30/98              15,000
--------------------------------------------------------------------------------
Harry Wingard (B)                     10/30/98              25,000
--------------------------------------------------------------------------------
Miriam Jarney (A)                     10/30/98              200,000
--------------------------------------------------------------------------------
Charles Lombardo (A)                  10/30/98              200,000
--------------------------------------------------------------------------------
Loretta Messina (B)                   10/30/98              25,000
--------------------------------------------------------------------------------
Bernard Deutsch (A)                   10/30/98              50,000
--------------------------------------------------------------------------------
Jerome Feldmen (A)                    10/30/98              50,000
--------------------------------------------------------------------------------
HES Gift Trust (A)                    10/30/98              150,000
--------------------------------------------------------------------------------
Multi Solutions (A)                   12/01/98              500,000
--------------------------------------------------------------------------------
Juan C. Ruival (A)                    1/20/00               200,000
--------------------------------------------------------------------------------
(A)  For services rendered
(B)  Grant under the Companies Stock Grant Program

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

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

Fiscal Year Ended  January 31,  2000  Compared to Fiscal Year Ended  January 31,
--------------------------------------------------------------------------------
1999
----

     Our  revenues  for the fiscal year ended  January  31,  2000 were  $623,893
compared to $805,655 in fiscal year 1999, a decrease of $181,762,  or 22.6%.  We
believe  that this  decrease was due  primarily  to a decrease in revenues  from
license and maintenance fees from $798,708 to $622,091.

     Our two  principal  sources of revenues  were license fees and  maintenance
fees which represented approximately 99.7 or $622,091 of revenues in fiscal 2000
and 99.1% or $798,708 of revenues in fiscal 1999.

                                       8
<PAGE>

     We believe  that the  decrease in  maintenance  fees during the fiscal year
ended January 31, 2000 was due to the non-renewal of older maintenance contracts
by customers.

     Operating  expenses  totaled $729,377 for the fiscal year ended January 31,
2000 and  $788,777  for the fiscal year ended  January 31,  1999,  a decrease of
$59,400, or 7.5%. We believe that the decrease was the result of lower levels of
selling and administrative  costs and a reduction of software  development costs
charged to operations.

     Other  income  increased  $64,592 or 47.9% from  $134,873 in fiscal 1999 to
$199,465  in fiscal  2000.  Consulting,  rent  revenue and  administrative  fees
charged to FreeTrek of  approximately  $193,000 are included in other income for
the current fiscal year ended January 31, 2000. The amount of $134,873 reflected
in the  comparable  period  of the  prior  year  is  primarily  attributable  to
consulting,  rent  revenue  and  administrative  fees  charged to NetCast in the
amount of $78,000.

     As a result of all of the  foregoing,  our net  income  in  fiscal  2000 of
$93,981  decreased  compared to our net income in 1999 of $151,751 by $57,770 or
38.1%.

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

     In fiscal 2000,  IBM  accounted  for 14% of our total  revenues.  In fiscal
1999,  IBM  accounted for 25% of our total  revenues.  IBM extended its contract
with us through  December 31, 1999;  however,  IBM has not renewed the contract.
The loss of  revenues  from IBM will  have a  materially  adverse  effect on our
financial condition.  We have offset the loss of revenues from IBM with revenues
generated  from our  affiliate,  FreeTrek,  for work  related  to the  prior and
ongoing  development,   maintenance  and  enhancement  of  FreeTrek's  products.
However,  FreeTrek is a development  stage company and, although it is marketing
its  products  and  services,  it has yet to make its first  sale.  Fees paid by
FreeTrek  have  come from the  proceeds  of  private  placements  of  FreeTrek's
securities and of Multi Solutions' securities. If FreeTrek is unable to generate
substantial  revenues or continue to raise funds,  revenues  received by us from
FreeTrek most likely will decrease and eventually  cease. For more details about
our contract  with IBM, see the  discussion in Part I. Item 1.  "Description  of
Business."

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

     At January 31, 2000, we had a working capital  deficiency of ($175,162) and
we continue to experience cash flow problems.

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

     o    significantly  cutting  overhead costs through staff  reductions -- it
          let  go  one  of its 10  employees,  and  curtailment  of all  outside
          marketing and advertising costs;
     o    extending it product line to operate within the Internet environment;
     o    performing work for its affiliate,  FreeTrek, related to the prior and
          ongoing   development,   maintenance  and  enhancement  of  FreeTrek's
          products; and
     o    performing contract consulting services for others.

     We intend to remain a  technology  provider of products  and  services  and
search out multiple distribution  channels,  with increasing emphasis on the use
of the  Internet  for  marketing,  rather than to try and grow via an  expensive
direct  sales  force.  This allows the focus to stay on  technology,  with a low
overhead  cost  for  each  distribution  channel  used.  However,  if we  obtain
additional funds from

                                       9
<PAGE>

operations  or otherwise,  we plan to expand  in-house  marketing  activities by
advertising in trade publications and by conducting  targeted mailing.  For more
details,  see "Part I. Item 1. Description of Business - In-House  Marketing and
Sales."

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

     Descriptions                    January 31, 2000           January 31, 1999
     ---------------------------------------------------------------------------

     Working capital (deficiency)       ($175,162)                 ($292,093)

     Current ratios                       0.53:1                     0.36:1

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

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

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

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

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

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

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

                                       10
<PAGE>

Item 7.   Financial Statements
          --------------------

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

                                MULTI SOFT, INC.
                              FINANCIAL STATEMENTS
                       FISCAL YEAR ENDED January 31, 2000

                                      INDEX

                                                                          Page #
                                                                          ------

     Report of Independent Certified Public Accountant                      F1

     Balance Sheets - January 31, 2000 and 1999                             F2

     Statements of Operations for Each of the Two Years in the
     Period Ended  January 31, 2000                                         F4

     Statements of Changes in Stockholders' Deficiency for Each
     of the Two Years in the Period Ended January 31, 2000                  F5

     Statements of Cash Flows for Each of the Two Years in the
     Period Ended January 31, 2000                                          F6

     Notes to Financial Statements                                          F7

Schedules
---------

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

Item 8.   Changes in and Disagreements with Accountants on Accounting and
          ---------------------------------------------------------------
          Financial Disclosures.
          ----------------------

     There  have been no  changes  in,  or  disagreements  with our  independent
accountants with respect to accounting and/or financial  disclosure,  during the
past two fiscal years.

                                    PART III
                                    --------

Item 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          ----------------------------------------------------------------------
          Compliance with Section 16(a) of the Exchange Act
          -------------------------------------------------

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

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

Miriam G. Jarney         Executive Vice President, Secretary and Director

Larry Spatz              Director

                                       11
<PAGE>

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

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

     CHARLES  J.  LOMBARDO,  age 57,  has  been  our  Chairman  of the  Board of
Directors,  Chief Executive Officer, Chief Financial Officer and Treasurer since
January 1985. He has been Multi Solution's Chief Executive Officer and Treasurer
since August 1982.  From 1972 to 1993, Mr. Lombardo also served as the President
of  Petro-Art,  Ltd.,  an inactive  publicly  owned company and its wholly owned
subsidiary JCT Enterprises,  Inc. Mr. Lombardo was President of Hopewell Graphic
Industries  from 1969  through  1971 and from 1967 to 1969 was  associated  with
Keystone  Computer  Associates  as a staff member in the Physics  Section of the
Systems  Analysis  Department.  From  1965 to 1967,  Mr.  Lombardo  served  as a
scientist in the Plasma  Physics  Department of Raytheon  Space and  Information
Systems Division.  Mr. Lombardo has a Bachelor of Science degree in Physics from
Worcester  Polytechnic  Institute  (1964), a Master of Science degree in Physics
from Northeastern  University (1966) and has continued studies toward a Ph.D. in
Theoretical  Physics. Mr. Lombardo is a Member of the American Physical Society,
The  American  Mathematical  Society,  The  Society for  Industrial  and Applied
Mathematics, The American Association of Physics Teachers, and the Philosophy of
Science Association.

     MIRIAM  G.  JARNEY,  age 59,  has been our  Executive  Vice  President  and
Secretary and a member of our Board of Directors  since  January  1985.  She has
been Executive Vice President, Secretary and a Director of Multi Solutions since
January  1982.   From  1973  to  February  1982,  Ms.  Jarney  was  a  marketing
representative  for National  CSS,  Inc., a computer  services  company that has
since been acquired by Dun & Cst,  Inc.  From 1972 through 1973,  Ms. Jarney was
associated  with  Mathematica,  Inc.,  which  originated a Data Base  Management
System called RAMIS, for which National CSS has exclusive  marketing rights. Ms.
Jarney has also  worked as a  computer  systems  analyst  for  Western  Electric
Company and Exxon  Corporation.  She  graduated  from the Hebrew  University  in
Jerusalem with a degree in Economics and Statistics and has a Master's degree in
Computer Science from Stevens Institute of Technology.

     LARRY SPATZ,  age 57, as been a member of our Board of Directors  since May
12, 1986,  and a director of Multi  Solutions  since July 14, 1989.  He has been
Chief  Executive  Officer and Chairman of the Board of  Heartthrob  Enterprises,
Inc., a restaurant  and night club  management  and  development  company  since
September  1985.  From  1982 to 1984,  Mr.  Spatz  was  President  of  Universal
Petroleum,  Inc.  From 1979 to 1982,  he was Vice  President  and a director  of
Mercantile   Trading   Company.   Mr.  Spatz  is  also  a  director  of  Centrex
Communications Systems, Inc. and Ultramed, Inc.

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

     To our  knowledge,  based  solely  on a  review  of such  materials  as are
required  by the  Securities  and  Exchange  Commission,  none of our  officers,
directors  or  beneficial  holders  of more than ten  percent  of our issued and
outstanding shares of Common Stock has failed to timely file with the Securities
and Exchange  Commission any form or report  required to be so filed pursuant to
Section  16(a) of the  Securities  Exchange  Act of 1934  during the fiscal year
ended January 31, 1999.

                                       12
<PAGE>

Item 10.  Executive Compensation
          ----------------------

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

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                               ANNUAL COMPENSATION                               LONG TERM COMPENSATION
                ------------------------------------------------    ------------------------------------------------
                                                                            AWARDS                   PAYOUTS
                                                                    ----------------------    ----------------------
NAME &          FISCAL       SALARY      BONUS      OTHER ANNUAL    RESTRICTED     OPTIONS     LTIP      ALL OTHER
PRINCIPLE        YEAR         ($)         ($)       COMPENSATION    STOCK AWARD     SARS      PAYOUTS   COMPENSATION
POSITION                                                ($)             ($)                     ($)         ($)
--------------------------------------------------------------------------------------------------------------------
<S>              <C>     <C>               <C>      <C>                  <C>         <C>         <C>         <C>
CHARLES J.       2000        $54,167       $0       (D) $16,700          $0          $0          $0          $0
LOMBARDO CEO     1999        $12,500       $0       (C) $34,550          $0          $0          $0          $0
                 1998    (A) $60,000       $0       (D) $40,393          $0          $0          $0          $0
--------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY    2000        $54,167       $0                $0          $0          $0          $0          $0
EXEC. VP         1999        $25,000       $0       (E) $16,000          $0          $0          $0          $0
                 1998    (B) $60,000       $0                $0          $0          $0          $0          $0
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(A) Includes accrued and unpaid salary to Charles J. Lombardo of $19,167.
(B) Includes accrued and unpaid salary to Miriam Jarney of $10,000.
(C) Consisting of $19,950 in consulting fees and common stock valued at $14,600.
(D) Consulting fees.
(E) Common stock valued at $16,000.

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

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS

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

                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

                                       14
<PAGE>

     During fiscal 1998, Mr.  Lombardo and Ms. Jarney accrued a portion of their
salaries.  The  balance  due  between  both  officers  as of January 31, 2000 is
$747,995 including deferred increases of $586,605.

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

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


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                         AMOUNT AND NATURE OF     PERCENT OF CLASS
                                                                  BENEFICIAL
                                                                  OWNERSHIP
------------------------------------------------------------------------------------------------------
<S>                                                               <C>                       <C>
MULTI SOLUTIONS(1)                                                7,026,722                 51.3%
4262 US ROUTE 1, MONMOUTH JUNCTION, NJ 08852
------------------------------------------------------------------------------------------------------
CHARLES J. LOMBARDO                                              7,402,822(1)               54.0%
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, & TREASURER
1511 LAURIE LANE, YARDLEY, PA  19067
------------------------------------------------------------------------------------------------------
MIRIAM G. JARNEY                                                 7,370,055(1)               53.8%
EXECUTIVE VICE PRESIDENT, SECRETARY, DIRECTOR
21 DOERING WAY, CRANFORD, NJ  07106
------------------------------------------------------------------------------------------------------
LARRY SPATZ                                                    7,026,722(1)(2)              51.3%
DIRECTOR
SUITE 332, 401 EAST ILLINOIS ST., CHICAGO, IL 60611
------------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP                  7,746,155(1)               56.5%
(3 PERSONS)
------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

                                       15
<PAGE>

Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

     As of  January  31,  1999,  we had a demand  loan with a  commercial  bank.
Borrowings are  collateralized  by our accounts  receivable and bear interest at
the bank's  prime  rate plus 2% (9% at January  31,  1999).  The loan  agreement
provides  for  monthly  payments of $1,500 of  principal  and  interest  and the
personal guarantee of our Chairman.  As of March 31, 1999, the loan was paid off
and we are no longer  indebted to this bank.  During 2000 and 1999,  the maximum
amount of borrowings outstanding were $0 and $16,338, respectively.

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

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

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

Exhibits
--------

   3.a    Certificate of Incorporation and Certificate of Correction (1)
   3.b    By-Laws (1)
  10.a    Employment Agreement with Charles J. Lombardo (4)**
  10.b    Employment Agreement with Miriam G. Jarney (4)**
  10.c    Facility sublease (5)
  10.d    IBM Agreement executed October 1993*(5)
  10.e    IBM Agreement executed August 1994*(5)
  10.f    IBM Amendment executed May 15, 1995  (5)
  10.g    Multi Solutions'  Non-Qualified Stock Option Plan, Stock Grant Program
          and Employee Incentive Stock Option Plan ** (2)
  10.h    Amendments to Multi  Solutions'  Non-Qualified  Stock Option and Stock
          Grant Program** (3)
  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 our  Registration  Statement on Form S-1,
     SEC File No.  33-3133,  filed with the  Commission on February 4, 1986, and
     incorporated herein by reference.

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

                                       16
<PAGE>

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

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

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

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

     No  reports on Form 8-K were  filed  during the last  quarter of the fiscal
year ended January 31, 2000.

                                       17
<PAGE>

                                   SIGNATURES

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


                                                 MULTI SOFT, INC.


Dated:  May 12, 2000                        By: /S/ Charles J. Lombardo
                                                --------------------------
                                                Charles J. Lombardo,
                                                Chief Executive Officer,
                                                Chief Financial Officer
                                                and Treasurer

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




SIGNATURES                     TITLE                                DATE

/S/ Charles J. Lombardo        Chairman of the Board of             May 12, 2000
---------------------------    Directors, Chief Executive Officer,
Charles J. Lombardo            Financial Officer, and Treasurer


/S/ Miriam Jarney              Executive Vice President,            May 12, 2000
---------------------------    Secretary, and Director
Miriam Jarney


/S/ Larry Spatz                Director                             May 12, 2000
---------------------------
Larry Spatz

                                       18
<PAGE>

                            SUPPLEMENTAL INFORMATION

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

                                 Not Applicable.

                                       19
<PAGE>

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

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

To the Board of Directors
MULTI SOFT, INC.

I have audited the accompanying balance sheets of MULTI SOFT, INC. (a New Jersey
corporation and 51.3% owned subsidiary of Multi  Solutions,  Inc.) as of January
31,  2000  and  1999  and the  related  statements  of  operations,  changes  in
stockholders'  equity and cash flows for the years then ended.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on our audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of MULTI SOFT, INC. as of January 31,
2000 and 1999 and the results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.


STEWART W. ROBINSON

New York, New York
May 9, 2000

                                    - F1 -
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                   2000            1999
                                                               ------------    ------------
ASSETS
CURRENT ASSETS
<S>                                                            <C>             <C>
     Cash                                                      $     13,205    $     18,134
     Accounts Receivable (net of allowance
       of $37,486 and $43,783 for 2000 and 1999 respectively)       139,610         130,656
     Prepaid expenses and other current assets                       44,991          13,385
                                                               ------------    ------------
          Total current assets                                      197,806         162,175

FURNITURE AND EQUIPMENT
     Research and Development Equipment                               8,868           8,868
     Office furniture and other equipment                            13,824          13,824
                                                               ------------    ------------
                                                                     22,692          22,692
     Less: Accumulated Depreciation                                 (15,439)        (12,250)
                                                               ------------    ------------
                                                                      7,253          10,442

OTHER ASSETS
     Capitalized software development costs                       1,371,387       1,460,178
     Less accumulated amortization                                 (712,776)       (809,915)
                                                               ------------    ------------
                                                                    658,611         650,263

     Due from Solutions                                             448,039         448,039
     Due from NetCast                                               234,592         234,592
                                                               ------------    ------------

                                                               $  1,546,301    $  1,505,511
                                                               ============    ============
</TABLE>

See notes to financial statements

                                      -F2-
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31, 2000 and 1999

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS'                                      2000           1999
                                                               ------------   ------------
DEFICIENCY
CURRENT LIABILITIES
<S>                                                            <C>             <C>
     Loan payable to bank                                      $         --    $        796
     Note Payable                                                        --           6,565
     Accrued payroll                                                 14,783              --
     Payroll and other taxes payable                                 19,048          19,480
     Accounts Payable, Accrued  expenses and
            other  Current Liabilities                               50,215          86,722
     Accrued officer compensation                                   161,390         153,057
     Deferred Revenues                                              127,532         187,648
                                                               ------------    ------------
          Total current liabilities                                 372,968         454,268

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

COMMITMENTS AND CONTINGENCIES -- Note F

STOCKHOLDERS' DEFICIENCY
   Common stock, authorized 30,000,000 shares
     $.001 par value, issued and outstanding
   13,709,477 (2000) and 13,509,477 (1999)                           13,709          13,509
     Additional paid-in capital, net of deferred
     compensation $25,257 (2000) and  $41,366 (1999)              6,013,964       5,986,055
     Accumulated deficit                                         (5,440,945)     (5,534,926)
                                                               ------------    ------------
                                                                    586,728         464,638

                                                               $  1,546,301    $  1,505,511
                                                               ============    ============
</TABLE>

See notes to financial statements

                                      -F3-
<PAGE>

MULTI SOFT, INC
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS
Years ended January 31, 2000 and 1999

                                                       2000            1999
                                                   ------------    ------------
REVENUES
      License fees                                 $    177,099    $    273,760
      Maintenance fees                                  444,992         524,948
      Consulting and Other fees                           1,802           6,947
                                                   ------------    ------------
            Total revenues                              623,893         805,655


EXPENSES
      Software development and technical support        228,944         241,383
      Selling and administrative                        500,433         547,394
                                                   ------------    ------------

            Total expenses                              729,377         788,777
                                                   ------------    ------------

            (Loss) Income from operations              (105,484)         16,878

OTHER INCOME (EXPENSE)
      Other Revenues                                    198,269         144,391
      Interest                                            1,196          (9,518)
                                                   ------------    ------------
            Total other income                          199,465         134,873

            Net Income                             $     93,981    $    151,751
                                                   ============    ============

            Weighted average shares outstanding      13,542,806      12,068,722
                                                   ============    ============

            Income  per share                           (a)        $       0.01
                                                   ============    ============

            (a)  less than $.01 per share

See notes to financial statements

                                      -F4-
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Years ended January 31, 2000 and 1999

<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, 1998               11,780,310     $11,780      $5,938,051      ($6,175)     ($5,686,677)     $256,979

Issuance of restricted common stock        1,729,167       1,729          89,370      (53,833)                        37,266

Amortization of deferred compensation                                                  18,643                         18,643

Net  Income                                                                                            151,751       151,751
                                          ----------     -------      ----------     --------      -----------      --------

Balance at January 31, 1999               13,509,477      13,509       6,027,421      (41,365)      (5,534,926)      464,639

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

Amortization of deferred compensation                                                  28,108                         28,108

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

Balance at January 31, 2000               13,709,477     $13,709      $6,039,221     ($25,257)     ($5,440,945)     $586,728
                                          ==========     =======      ==========     =========     ============     ========
</TABLE>

See notes to financial statements

                                      -F5-
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF CASH FLOWS
Years ended January 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                    2000            1999
                                                                ------------    ------------
Cash flows from operating activities
<S>                                                             <C>             <C>
      Net Income                                                $     93,981    $    151,751
      Adjustments to reconcile net income  to net cash
           provided by operating activities
      Depreciation and amortization                                  230,362         243,356
      Changes in assets and liabilities
            Due to / from Multi Solutions                                 --         (25,800)
            Due to / from NetCast                                         --         (79,341)
            Accounts receivable                                       (8,954)        (73,631)
            Prepaid expenses and other current assets                (31,606)          7,416
            Accrued payroll                                           14,783         (20,080)
            Note Payable                                              (6,565)         (4,774)
            Payroll and other taxes payable                             (432)        (13,275)
            Accounts payable and accrued expenses                    (36,508)         28,429
            Accrued officer compensation                               8,333              --
            Deferred revenues                                        (60,116)         (4,172)
                                                                ------------    ------------

                  Net cash provided  by operating activities         203,278         209,879

Cash flows from investing activities
      Capital expenditures
      Capitalized software development costs                        (235,520)       (261,205)
                                                                ------------    ------------

                  Net cash used in investing activities             (235,520)       (261,205)

Cash flows from financing activities
      Net repayments under loan and line of credit agreements           (796)        (15,542)
      Amortization of stock grants                                    28,109          18,643
      Issuance of capital stock                                           --          37,266
                                                                ------------    ------------

                  Net cash provided by financing activities           27,313          40,367
                                                                ------------    ------------

                  NET  (DECREASE) IN CASH                             (4,929)        (10,959)

Cash at beginning of year                                             18,134          29,093
                                                                ------------    ------------

Cash at end of year                                             $     13,205    $     18,134
                                                                ============    ============
</TABLE>

See notes to financial statements

                                      -F6-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


NOTE A - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Multi Soft, Inc.  "Company" was  incorporated on January 29, 1985 under the
     laws of the State of New Jersey.  At January 31, 2000, the Company was 51.3
     % owned by Multi Solutions, Inc. ("Solutions").  The Company is principally
     involved in the design,  production  and delivery of computer  applications
     development  software for sale to large corporate customers  throughout the
     United States and overseas.

     The Company's  financial  statements have been presented on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business.  The liquidity of the Company
     has been  adversely  affected in recent  years by  significant  losses from
     operations.  The Company  earned net income of $93,981 in 2000 and $151,751
     in  1999.  In  addition,   at  January  31,  2000,  the  Company's  current
     liabilities  exceeded  current assets by $175,162 and total assets exceeded
     total liabilities by $ 586,728.

     The  Company  continues  to  market  its  products  and has  decreased  its
     operating  costs. In addition,  the Company has generated  revenues through
     services rendered to Solution's  FreeTrek  subsidiary and hopes to generate
     revenues from services to be rendered to FreeTrek and others.

     Solutions has raised  $350,000 to date from the sale of its common stock in
     a private  transaction;  and the  purshaser  has an option  to  acquire  an
     additional $150,000 worth of common stock.  Moreover,  through December 31,
     1999, FreeTrek raised $621,000 from sales of its common stock. Accordingly,
     the Company anticipates that FreeTrek will have funds available to continue
     to utilize the Company's services.

     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 $3,187 and $3,563 for the years ended January 31,
     2000 and 1999 respectively.

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

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

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

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

     The Company is amortizing, over a 60-month period, the capitalized software
     costs  for its  Windows-based  products.  The  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 95/98 or Windows NT).  Unamortized costs relating to
     Windows  products as of January 31, 2000 and 1999 are $658,611 and $650,263
     respectively.

                                      -F7-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Amortization expense for 2000 and 1999, for all products,  was $228,944 and
     $241,383 respectively.

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

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

     Consulting is performed on a time and material basis.

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

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

     5.   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.

     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 had a demand loan payable to a  commercial  bank with a balance
     of $796 at January 31, 1999  respectively).  As of March 31, 1999, the paid
     off this note in full.

     During 2000 and 1999, the maximum amount of borrowings outstanding was $796
     and  $16,338  respectively,  the average  borrowings  were $200 and $8,567,
     respectively, and the weighted average interest rates were 10.1%.

                                      -F8-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


NOTE C - LOAN PAYABLE - Continued

     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%. This note was
     satisfied during the fiscal year 2000.

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 $4.4 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.

NOTE E - STOCKHOLDERS' EQUITY

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

     The expiration date of the Company's 714,012 outstanding  warrants has been
     extended to June 1, 2000.

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

     In connection with this  transaction,  the company paid for the acquisition
     of  1,000,000  shares each of 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
     Solutions in connection with the common stock sale was reduced to $170,000.

     In December  1998,  the Company  issued  500,000  shares of common stock to
     Solutions.  The  transaction  was valued at $.05 per share  ($25,000).  The
     effect of this  transaction was to reduce  indebtedness  owed to Solutions,
     from approximately $33,000 to $7,000.

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

     In June 1993, the Company adopted an Employee, Consultant and Advisor Stock
     and Option Compensation Plan (the Plan). Pursuant to the terms of the Plan,
     an aggregate of up to 1,000,000 shares of common stock,  .001 par value per
     share (the common stock),  and/or  options to purchase  common stock may be
     granted to persons who are, at the time of issuance or grant,  employees or
     officers of, or  consultants  or advisors  to, the Company.  At January 31,
     2000,  an aggregate of  1,000,000  shares have been issued  pursuant to the
     Plan.

                                      -F9-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


     As of January 31, 2000,  employees  were not fully vested in 334,666 of the
     aforementioned stock grants.  Amortization of deferred compensation for the
     stock  grants to  employees  was  $28,108  and  $18,643 for the years ended
     January 31, 2000 and 1999, respectively.

     3.   Shares Issued to Officers
          -------------------------

     In March 1998,  the Company issued 75,000 shares of common stock to Charles
     J. Lombardo and 100,000 shares to Miriam Jarney for services rendered.

     In October 1998 the Comany  issued  200,000  shares of common stock each to
     Charles J. Lombardo and Miriam Jarney for services rendered.

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 $5,200 per month, during
     fiscal  year 2000 the  rental  amount  was  increased  to $5,600 per month.
     Rental expense under the lease aggregated approximately $62,400 and $63,200
     for the years ended January 31, 2000 and 1999 respectively.

     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 2003.

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

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

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

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

     These  officers  relinquished  a portion of the  salaries  due under  their
     employment contracts for the years ended January 31, 2000 and 1999.

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

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

     Certain state and federal  taxes,  interest,  and penalties in  aggregating
     approximately $13,000 were unpaid at January 31, 2000.

     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.

                                     -F10-
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


NOTE G - MAJOR CUSTOMER

     In fiscal 2000, one customer accounted for 14% of total revenue.  In fiscal
     1999, one customer accounted for 25% of total revenue.

NOTE H - SUPPLEMENTAL INFORMATION

     Supplemental  disclosures  of cash flow  information  for the  years  ended
     January 31, 2000 and 1999 are as follows:

                                                      2000          1999
                                                      ----          ----

          Cash paid during the year for Interest       $0          $9,518


NOTE I - SOFTWARE LICENSING AGREEMENTS

     1.   Software Licensing Agreements

     In 1995,  the Company  entered into a contract with IBM's Network  Software
     Division  that  provided  the  Company  prepaid  royalties  of  $600,000 in
     quarterly  installments over a two-year period. As a result, IBM received a
     non-exclusive  and  non-transferable  license to market  certain Multi Soft
     products.  In October 1996, the agreement was amended to provide $15,000 in
     monthly  payments to the company  through  October  1998. As of January 31,
     1999,  the contract with IBM was extended for one year and IBM paid monthly
     maintenance of $7,000. This contract was not renewed.

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
     current fiscal year.  The balance due from Multi  Solutions was $448,039 at
     January 31, 2000 and 1999.

     The Company provided certain services and office space to NetCast,  Inc., a
     subsidiary of Multi Solutions. The balance due from NetCast, Inc., for such
     services  was  $234,592  as of  January  31,  2000 and  1999.  NetCast  has
     discontinued operations. Although payment of this debt is not expected from
     Net Cast, Multi Solutions has guaranteed this debt to the Company.

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