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
                                       OR
            [ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 1999          Commission File No.  0-15976
                                                                        --------

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

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

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

Registrant's telephone number, including area code  (732) 329-9200
                                                    --------------

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

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

                               Yes [X]    No [ ]

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

Issuer revenue for the fiscal year: $805,655

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the  average  ask ($ 0.22)  and ($ 0.18)  bid price of such
stock,  as of April 21, 1999 is  $1,140,551  based upon $.20  multiplied  by the
5,702,753 Shares of Registrant's Common Stock held by non-affiliates.

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of April 21, 1999, is 13,509,473 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]

                                      -1-
<PAGE>

MULTI SOFT, INC.
                                   Form 10-KSB
                           Year Ended January 31, 1999

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

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

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

ITEM 2.  PROPERTIES............................................................5
         ----------

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

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

PART II........................................................................6
-------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS..6
         --------------------------------------------------------------------

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         -------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS...................................7
         -----------------------------------

ITEM 7.  FINANCIAL STATEMENTS..................................................9
         --------------------

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         -----------------------------------------------------------
         AND FINANCIAL DISCLOSURES.............................................9
         -------------------------
PART III.......................................................................9
--------

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......12
         --------------------------------------------------------------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................13
         ----------------------------------------------

PART IV.......................................................................13
-------

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

SIGNATURES....................................................................15

FINANCIAL STATEMENTS                                                          F1

                                      -2-
<PAGE>

                                     PART I
                                     ------
Item 1.   Business
          --------

General
-------

     Multi Soft,  Inc.  (the  "Company"  or "Multi  Soft") was  incorporated  in
January 1985 as a wholly owned subsidiary of Multi Solutions,  Inc. ("MSI") and,
as of the date hereof,  is a 52% owned subsidiary of MSI. The Company engages in
the  production,  marketing  and  maintenance  of  communications  front-ending,
client-server  and  cooperative  processing   technologies  called  The  Windows
Communications  LibraryTM (WCL(TM)) for Windows 3x and 95, INFRONT for DOS and a
new product COMRAD (Component Object Model Rapid Application Development) for 32
bit Windows 95, 98, and NT.

The Technology
--------------

     The Multi  Soft  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
are all are supported by the Multi Soft product line. These include screen-based
access to mainframe  data and processes;  message-based  access to mainframe and
server data and processes;  integration of screen-based and message-based access
to  the  mainframe  in  the  same  application;  and  control  and  distribution
management.

     SCREEN-BASED  ACCESS  TO  MAINFRAME  DATA  AND  PROCESSES  (which  includes
front-ending) allows the user to enhance existing mainframe applications through
the integration of 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 Multi
Soft's products.

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

     INTEGRITY  CONTROL AND DISTRIBUTION  MANAGEMENT allows companies to use the
mainframe system to centrally manage the integrity of the work station logic and
distribute new version releases. In production client-server  applications it is
important  to ensure that the  programs,  files and data  residing on the PC are
correct  before the user starts the  application.  When  changes are made to the
work  station  logic,  the host can also be used to manage the  distribution  of
these changes.  Integrity  control and  distribution  management is supported by
WCL's WCL/Software Distribution Option ("WCL/SDO").

The Multi Soft Product Line
---------------------------

     The Multi Soft Product line consists of three product sets: the new product
COMRAD (Component Object Model Rapid Application Development) for 32 bit Windows
95, 98, and NT, the WCL product set and the INFRONT product. The WCL product set
runs under Windows 3x and 95 and includes WCL, WCL/ESO and WCL/SDO.  The INFRONT
product is an integrated environment that runs under DOS and Windows.

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

     WCL is a toolkit and a set of DLLs (Dynamic Linked  Libraries) that work in
conjunction with Windows 3270 emulation  products to provide easy integration of
data and  processing  between  PC/LANs  (local area networks) and the mainframe.
Be-

                                      -3-
<PAGE>

cause  WCL is  open,  any of the  standard  Windows  development  tools  such as
PowerBuilder,  Visual Basic,  and C++, can be used with WCL to create the client
application.  It  supports  the  development  of GUI  front-ends,  client-server
applications  that use the  mainframe  as a server  and  integrity  control  and
distribution  management.  The WCL  toolkit  provides an  automated  development
environment  that includes,  among other things, a screen capture  mechanism,  a
screen maintenance and a screen matching facility. In addition, it provides code
generation to remove the  complexity  and  development  effort  associated  with
building GUI front-end applications.  Multi Soft, Inc. also has a 32 bit version
of it's WCL product for Windows 95 and Windows/NT.

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

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

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

Key Services
------------

     Multi Soft offers training and consulting services designed to help its new
customers  get a fast start in  client/server  development  and to help existing
customers  with  additional  resources  to  facilitate   successful   production
application roll-outs.

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

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

     Technical  Support  Services include a telephone  hotline,  fax, e-mail and
Internet support staffed by knowledgeable personnel trained and experienced with
the Multi Soft product line.

Clients
-------

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

In-house Marketing and Sales
----------------------------

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

                                      -4-
<PAGE>

Distributors and VARs
---------------------

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

IBM
---

In September 1994, Multi Soft entered into an International  Software  Licensing
Agreement  with IBM's Personal  Communications  3270 division  ("P-Comm").  This
agreement  allows IBM to logo and market a P-Comm  specific  version of both the
Toolkit and Runtime of Multi Soft's WCL. Pursuant to this agreement, the Company
will  receive  a  minimum  of  $75,000  per  quarter  over  a  two-year   period
representing minimum advances against royalties. This IBM agreement is effective
for a term of two years and is renewable by IBM for two more  one-year  periods.
The  Agreement  is  terminable  by the Company or IBM upon 90 days notice in the
event of default by the other party.  As of November 1996, the contract with IBM
was  extended  for  two  more  years  and  IBM is  paying  the  Company  monthly
maintenance  and  royalties.  As of As of January 31, 1999 the contract with IBM
was extended for one year and IBM is paying Multi Soft monthly maintenance.

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

Employees
---------

     The Company has eight full time  employees,  including  two  officers,  one
support  personnel,  four  technical  and  engineering  personnel  plus  several
independent consultants, which work for the company on an as needed basis.

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

     The Company operates 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 the Company.  In addition,  many  competitors
have more extensive facilities than those which now or in the foreseeable future
will become available to the Company.

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

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

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

     NetCast,   Inc.  is  a  subsidiary  company  of  Multi  Solutions  and  was
incorporated  in April of 1996. It is in the business of developing new Internet
technologies  to create a series of products and businesses that will extend the
power of  advertising  on the Internet.  Multi  Solutions  currently owns 75% of
NetCast.  Multi Soft  provides  services and office space to NetCast at cost for
which it has billed approximately  $234,592 through January 31, 1999. During the
fiscal year ending  January 31, 1999 Charles J.  Lombardo  devoted a substantial
amount of his time to NetCast  activities.  Multi Soft charged  NetCast for this
time. Multi Solutions has guaranteed  NetCast's debt to Multi Soft. The Board of
Directors  consists of two  officers,  Charles  Lombardo and Miriam  Jarney.  No
assurance can be made that NetCast will obtain the funding necessary to complete
its software and bring it to the marketplace.

Item 2.   Properties
          ----------

     The Company  subleases  approximately  3,300 square feet of office space at
4262 US Route 1, Monmouth Junction, New Jersey 08852 from C&S Consulting,  Inc.,
a company owned by the Company's  Chairman and his wife.  C&S  Consulting,  Inc.
leases the space from an unaffiliated  party. The lease commenced on December 1,
1993 and is  terminable  at any time on three  months  notice.  Monthly  rent is
$5,200 per year. The Company is responsible for all utilities.

                                      -5-
<PAGE>

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

     The Company is not presently a party to any material  litigation;  however,
certain federal,  state taxes, interest and penalties aggregating  approximately
$17,000 remain unpaid at January 31, 1999.

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

     No matters were submitted to a vote of security holders in the last quarter
of the Company's fiscal year ended January 31, 1999.

                                     PART II
                                     -------

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

     (a) Market  Information -- The Company's  Common Stock and the Common Stock
Purchase   Warrants   (for  one  share  of  Common  Stock)  are  traded  in  the
over-the-counter  market,  and are  quoted on The OTC  Bulletin  Board  (symbol:
"MSOF").

     The following tables set forth the range of high and low bid prices for the
Company's  Common  Stock on a quarterly  basis for the past two fiscal  years as
reported by the National  Quotation Bureau (which reflect  inter-dealer  prices,
without  retail  mark-up,  mark-down,  or  commission  and may  not  necessarily
represent  actual  transactions).  The  Warrants  have not  traded and hence not
priced.

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

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


     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                .05         .13

     (b)  Holders  -- There  were  approximately  258  holders  of record of the
Company's  Common Stock and 48 holders of record of the  Company's  Common Stock
Purchase  Warrants as of March 5, 1999 inclusive of those brokerage firms and/or
clearing houses holding the Company's  securities for their clientele (with each
such brokerage house and/or clearing house being considered as one holder).

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

                                      -6-
<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
--------------------------------------------------------------------------------
(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,  1999  Compared to Fiscal Year Ended  January 31,
--------------------------------------------------------------------------------
1998
----

     Revenues  for the fiscal  year ended  January  31,  1999 were  $805,655  as
compared to $901,450 in fiscal year 1998,  a decrease of $95,795  (10.6%).  This
decrease is primarily due to a decrease in revenues from  maintenance  fees from
$645,265 to $524,948,  much of which came from the Company's  largest  customer.
The  increase  in  license  fees is  primarily  due to the  increase  in royalty
payments to the Company from IBM.

     In fiscal 1999, Multi Soft's two principal sources of revenues were license
fees and maintenance fees which represented  approximately  99.1% ($798,708) and
98.6% ($888,411) of revenues in fiscal 1998.

     Management believes that the decrease in maintenance fees during the fiscal
year ended January 31, 1999 is due to the  non-renewal of maintenance  contracts
by customers.

     Operating  expenses  decreased  11.7% from fiscal 1998 ($893,064) to fiscal
1999 ($788,777)  primarily as a result of lower selling and administrative costs
offset by an increase in software development costs. The decrease in selling and
administrative  costs is principally due to lower levels of salaries and related
costs.

     Other  income  increased  from $90,035 in fiscal 1998 to $134,873 in fiscal
1999.  Consulting,  rent revenue and administrative  fees charged to NetCast are
included  in the other  income  section in the amounts of $78,000 and $75,750 in
1999 and 1998, respectively.

                                      -7-
<PAGE>

     As a result of all of the foregoing, Multi Soft's net income in fiscal 1999
of $151,751 increased compared to its net income in 1998 of $98,421.

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

     In fiscal 1999, IBM accounted for 25% of total revenues. In fiscal 1998 IBM
accounted for 29% of total revenues.

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

     At January  31,  1999,  the  Company had a working  capital  deficiency  of
$(292,092) and has experienced cash flow problems.

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

     It is Multi Soft's  intent to remain a  technology  provider and search out
multiple  distribution  channels,  with  increasing  emphasis  on the use of the
Internet  for  marketing,  rather than to try and grow via an  expensive  direct
sales force.  This allows the focus to stay on  technology,  with a low overhead
cost for  each  distribution  channel  used.  However,  if the  Company  obtains
additional  funds from  operations  or  otherwise,  it plans to expand  in-house
marketing  activities by  advertising  in trade  publications  and by conducting
targeted mailing. See "Item 1. Business - In-House Marketing and Sales".

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

     Descriptions                    January 31, 1999           January 31, 1998
     ---------------------------------------------------------------------------

     Working capital (deficiency)       ($292,092)                  ($369,345)

     Current ratios                        .43:1                      .22:1

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

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

Year 2000
---------

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

     In  particular,  Year  2000  issues  are  transparent  to WCL.  WCL  simply
transports  data  between  the  3270/5250  presentation  space  and  the  client
application.  WCL does no formatting of any data,  including  dates.  The client
development  tools,  such as VB, PB, and VC++  handles  this.  Therefore,  these
development tools, not WCL, must address Year 2000 issues.

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

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

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

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

                                      -8-
<PAGE>

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

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

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

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

                                MULTI SOFT, INC.
                              FINANCIAL STATEMENTS
                       FISCAL YEAR ENDED January 31, 1999

                                      INDEX

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

     Balance Sheets - January 31, 1999 and 1998                           F2, F3

     Statements of Operations for Each of the Two Years in the
     Period Ended January 31, 1999                                        F4

     Statements of Changes in Stockholders' Equity (Deficiency) for
     Each of the Two  Years in the Period Ended January 31, 1999          F5

     Statements of Cash Flows for Each of the Two Years in the
     Period Ended January 31, 1999                                        F6

     Notes to Financial Statements                                        F7-F15

Schedules
---------

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

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

          None

                                    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

                                      -9-
<PAGE>

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

     A summary of the business  experience  for each officer and director of the
Company is as follows:

     CHARLES J. LOMBARDO,  age 56, has been the Company's  Chairman of the Board
of Directors,  Chief Executive  Officer,  Chief Financial  Officer and Treasurer
since  January  1985.  He has been MSI'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 58, has been a Director, Executive Vice President and
Secretary  of the  Company  since  January  1985.  She has been  Executive  Vice
President,  Secretary  and a Director of MSI since  January  1982.  From 1973 to
February 1982, Ms. Jarney was a marketing representative for National CSS, Inc.,
a computer services company that has since been acquired by Dun & Cst, Inc. From
1972 through 1973,  Ms. Jarney was  associated  with  Mathematica,  Inc.,  which
originated a Data Base  Management  System called RAMIS,  for which National CSS
has exclusive marketing rights. Ms. Jarney has also worked as a computer systems
analyst for Western Electric Company and Exxon  Corporation.  She graduated from
the Hebrew University in Jerusalem with a degree in Economics and Statistics and
has a Master's degree in Computer Science from Stevens  Institute of Technology.
In February 1982, Ms. Jarney started her own company,  Dedicated Systems,  Inc.,
for the purpose of packaging  computer software for the  microprocessor  market,
which company is inactive.

     LARRY SPATZ,  age 56, as been a director of the Company since May 12, 1986,
and a  director  of Multi  Solutions  since  July 14,  1989.  He has been  Chief
Executive Officer and Chairman of the Board of Heartthrob  Enterprises,  Inc., a
restaurant and night club  management and  development  company since  September
1985.  From 1982 to 1984, Mr. Spatz was President of Universal  Petroleum,  Inc.
From 1979 to 1982, he was Vice  President  and a director of Mercantile  Trading
Company. Mr. Spatz is also a director of Centrex  Communications  Systems,  Inc.
and Ultramed, Inc.

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

     To the Company's  knowledge,  based solely on a review of such materials as
are required by the Securities and Exchange Commission,  no officer, director or
beneficial  holder  of  more  than  ten  percent  of the  Company's  issued  and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange  Commission  any form or report  required  to be so filed  pursuant  to
Section  16(a) of the  Securities  Exchange  Act of 1934  during the fiscal year
ended January 31, 1999.

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

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

                                      -10-
<PAGE>

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                             ANNUAL COMPENSATION                                     LONG TERM COMPENSATION
---------------------------------------------------------------- ---------------------------------------------------------
                                                                             AWARDS                      PAYOUTS
---------------------------------------------------------------- ----------------------------- ---------------------------
NAME &          FISCAL    SALARY ($)      BONUS    OTHER ANNUAL      RESTRICTED      OPTIONS        LTIP        ALL OTHER
PRINCIPLE        YEAR                      ($)     COMPENSATION         STOCK          SARS        PAYOUTS      COMPENSA-
POSITION                                                ($)           AWARD ($)                      ($)         TION ($)
--------------------------------------------------------------------------------------------------------------------------
<S>              <C>     <C>                 <C>    <C>                     <C>           <C>           <C>            <C>
CHARLES J.       1999    (A) $12,500         $0     (C) $34,550             $0            $0            $0             $0
LOMBARDO CEO     1998    (A) $60,000         $0     (D) $40,393             $0            $0            $0             $0
                 1997       $100,000         $0         $20,000             $0            $0            $0             $0
--------------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY    1999    (B) $25,000         $0     (E) $16,000             $0            $0            $0             $0
EXEC. VP         1998    (B) $60,000         $0              $0             $0            $0            $0             $0
                 1997       $100,000         $0              $0             $0            $0            $0             $0
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(A)  Accrued and unpaid to Charles J. Lombardo $0 for 1999 and $19,167 for prior
     year
(B)  Accrued and unpaid to Miriam Jarney $0 for 1999 and $10,000 for prior year
(C)  Consisting  of $19,950 in consulting  fees and the  Companies  common stock
     valued at $14,600
(D)  Consulting fees
(E)  The Companies 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        EXERCISE OR BASE    EXPIRATION DATE
                         GRANTED           OPTIONS/SARS GRANTED        PRICE ($/SH)
                           YEAR           TO EMPLOYEES IN FISCAL
-----------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>                      <C>                <C>
CHARLES J. LOMBARDO         -0-                     -                        -                  -
-----------------------------------------------------------------------------------------------------------
MIRIAM JARNEY               -0-                     -                        -                  -
-----------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

                                      -11-
<PAGE>

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

     On July 14, 1989, the Company entered into a five-year employment agreement
with its Chairman of the Board and Chief Executive Officer, Charles J. Lombardo,
which is which is automatically renewed for successive periods unless terminated
by the Company on twelve months notice or by Mr.  Lombardo on six months notice.
Mr.  Lombardo  is the  Chairman of the Board,  Chief  Executive  Officer,  Chief
Financial  Officer  and  Treasurer  of  the  Company.   The  agreement  contains
non-disclosure  provisions and a one year  restrictive  covenant  preventing Mr.
Lombardo from becoming  employed by a similar company in any state or country in
which the Company does business,  or engaging in a competitive  business for his
own account.  Mr.  Lombardo is entitled to annual  salary  increases of at least
10%, plus additional annual  compensation equal to 2% of the Company's after tax
profits. 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 MSI of $25,000 per year,
which he agreed to forego since fiscal 1997.

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

     During fiscal 1998, Mr.  Lombardo and Ms. Jarney accrued a portion of their
salaries. In fiscal 1999 Mr. Lombardo and Mrs. Jarney did not accrue any portion
of their salaries.  The balance due between both officers as of January 31, 1999
is $739,662 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
Common Stock of the Company owned of record and beneficially by each owner of 5%
or more of the common  stock,  officer  and  director  of the Company and by all
officers  and  directors  of the  Company  as a group are set forth on the chart
below.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                      AMOUNT AND NATURE OF    PERCENT OF CLASS
                                                               BENEFICIAL
                                                               OWNERSHIP
----------------------------------------------------------------------------------------------------
<S>                                                            <C>                       <C>
MSI(1)                                                         7,026,722                 52%
4262 US ROUTE 1, MONMOUTH JUNCTION, NJ 08852
----------------------------------------------------------------------------------------------------
CHARLES J. LOMBARDO                                            7,463,387(1)              55%
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, & TREASURER
1511 LAURIE LANE, YARDLEY, PA  19067
----------------------------------------------------------------------------------------------------
MIRIAM G. JARNEY                                               7,370,055(1)              54%
EXECUTIVE VICE PRESIDENT, SECRETARY, DIRECTOR
21 DOERING WAY, CRANFORD, NJ  07106
----------------------------------------------------------------------------------------------------
LARRY SPATZ                                                    7,026,722(1)(2)           52%
DIRECTOR
SUITE 332, 401 EAST ILLINOIS ST., CHICAGO, IL 60611
----------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS
AS A GROUP (3 PERSONS)                                         7,806,720(1)              57%
----------------------------------------------------------------------------------------------------
</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.

                                      -12-
<PAGE>

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

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

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

     As of January 31,  1999 the  Company  had a demand  loan with a  commercial
bank.  Borrowings are  collateralized by the Company's  accounts  receivable and
bear  interest at the bank's  prime rate plus 2% (9% at January 31,  1999).  The
loan agreement provides for monthly payments of $1,500 of principal and interest
and the personal guarantee of the Company's Chairman.  As of March 31, 1999, the
loan was paid off and Multi Soft is no longer indebted to this bank. During 1999
and 1998, the maximum amount of borrowings outstanding were $16,338 and $25,497,
respectively.

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

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

                                     PART IV
                                     -------

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

Exhibits
--------

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

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

  10.a    Employment Agreement with Charles J. Lombardo (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    Copy of MSI's Non-Qualified Stock Option Plan, Stock Grant Program and
          Employee Incentive Stock Option Plan ** (2)

  10.h    Amendments to MSI's 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 the Company's  Registration  Statement on
     Form S-1, SEC File No.  33-3133,  filed with the  Commission on February 4,
     1986, and incorporated herein by reference.

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

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

                                      -13-
<PAGE>

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

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

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

     No  reports on Form 8-K were  filed  during the last  quarter of the fiscal
year ended January 31, 1998.

                                      -14-
<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 15, 1999                    By: /s/ Charles J. Lombardo
                                            ------------------------
                                            Charles J. Lombardo,
                                            Chief Executive Officer,
                                            Chief Financial Officer
                                            and Treasurer

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

SIGNATURES                   TITLE                                  DATE


/S/ Charles J. Lombardo                                             May 15, 1999
----------------------------
Charles J. Lombardo          Chairman of the Board of Directors,
                             Chief Executive Officer, Financial
                             Officer, and Treasurer

/S/ Miriam Jarney                                                   May 15, 1999
----------------------------
Miriam Jarney                Executive Vice President, Secretary,
                             and Director


/S/ Larry Spatz                                                     May 15, 1999
----------------------------
Larry Spatz                  Director

                                      -15-
<PAGE>

                               STEWART W. ROBINSON
                           CERTIFIED PUBLIC ACCOUNTANT
                           67 WALL STREET - 5TH FLOOR
                               NEW YORK, NY 10005
                                TEL: 212-843-4100
                                FAX: 212-785-9414


               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 52% owned subsidiary of Multi Solutions, Inc.) as of January 31,
1999 and 1998 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,
1999 and 1998 and the results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

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


STEWART W. ROBINSON

New York, New York
May 24, 1999

                                       F1
<PAGE>

MULTI SOFT, INC.
52% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31 ,1999 and 1998

                                                        1999            1998
                                                    -----------     -----------
ASSETS
CURRENT ASSETS
     Cash                                           $    18,134     $    29,093
     Accounts Receivable (net of allowance
      of $43,783 and $29,086 respectively)              130,656          57,025
     Prepaid expenses and other current assets           13,385          20,799
                                                    -----------     -----------
                                                        162,175         106,917
FURNITURE AND EQUIPMENT
     Research and Development Equipment                   8,868           8,869
     Office furniture and other equipment                13,824          13,824
                                                    -----------     -----------
                                                         22,692          22,693
     Less: Accumulated Depreciation                     (12,250)         (8,688)
                                                    -----------     -----------
                                                         10,442          14,005
OTHER ASSETS
     Capitalized software development costs           1,460,178       1,568,794
     Less accumulated amortization                     (809,915)       (939,942)
                                                    -----------     -----------
                                                        650,263         628,852

     Due from Solutions                                 448,039         422,239
     Due from NetCast                                   234,592         155,251
                                                    -----------     -----------

                                                    $ 1,505,511     $ 1,327,264
                                                    ===========     ===========

                                       F2
<PAGE>

MULTI SOFT, INC.
52 % owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
January 31, 1999 and 1998

LIABILITIES AND STOCKHOLDERS'                           1999           1998
                                                     -----------    -----------
DEFICIENCY
CURRENT LIABILITIES
     Loan payable to bank                            $       796    $    16,338
     Note Payable                                          6,565         11,339
     Accrued payroll                                          --         20,080
     Payroll and other taxes payable                      19,480         32,755
     Accounts Payable, Accrued  expenses and
            other  Current Liabilities                    86,720         58,291
     Accrued officer compensation                        153,057        153,057
     Deferred Revenues                                   187,648        191,820
                                                     -----------    -----------
                                                         454,266        483,680

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

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
       $.001 par value, issued and outstanding
       13,509,473 (1999) and 11,780,306 (1998)            13,509         11,780
     Additional paid-in capital, net of deferred
     compensation $41,365 (1999) and  $5,941 (1998)    5,986,055      5,931,876
     Accumulated deficit                              (5,534,926)    (5,686,677)
                                                     -----------    -----------
                                                         464,639        256,979

                                                     $ 1,505,511    $ 1,327,264
                                                     ===========    ===========

                                       F3
<PAGE>

MULTI SOFT, INC
52% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS
Years ended January 31, 1999 and 1998

                                                       1999            1998
                                                   ------------    ------------
REVENUES
      License fees                                 $    273,760    $    243,146
      Maintenance fees                                  524,948         645,265
      Consulting and Other fees                           6,947          13,039
                                                   ------------    ------------
            Total revenues                              805,655         901,450

EXPENSES
      Software development and technical support        241,383         258,584
      Selling and administrative                        547,394         634,480
                                                   ------------    ------------

            Total expenses                              788,777         893,064
                                                   ------------    ------------

            Income from operations                       16,878           8,386

OTHER INCOME (EXPENSE)
      Other Revenues                                    144,391          90,839
      Interest Expense                                   (9,518)           (804)
                                                   ------------    ------------
            Total other income                          134,873          90,035


            Net Income                             $    151,751    $     98,421
                                                   ============    ============

            Weighted average shares outstanding      12,068,722      11,780,306
                                                   ============    ============

            Income  per share                      $       0.01      $     0.01
                                                   ============    ============

                                       F4
<PAGE>

<TABLE>
<CAPTION>
MULTI SOFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Years ended January 31, 1999 and 1998                                     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, 1997               11,780,306   $     11,780   $  5,938,051   ($    14,183)   ($ 5,785,098)   $    150,550

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

Amortization of deferred compensation                                                       8,008                           8,008

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

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

Issuance of resticted 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               13,509,473   $     13,509   $  6,027,421   $    (41,365)   $ (5,534,926)   $    464,639
                                        ============   ============   ============   ============    ============    ============
</TABLE>

                                       F5
<PAGE>

MULTI SOFT, INC.
52 % owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF CASH FLOWS
Years ended January 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                          1999          1998
                                                                       ---------     ---------
Cash flows from operating activities
<S>                                                                    <C>           <C>
      Net Income                                                       $ 151,751     $  98,421
      Adjustments to reconcile net income  to net cash
           provided by operating activities
      Depreciation and amortization                                      243,356       262,147
      Changes in assets and liabilities
            Due to / from Multi Solutions                                (25,800)          713
            Due to/ from NetCast                                         (79,341)      (99,916)
            Accounts receivable                                          (73,631)      (40,064)
            Prepaid expenses and other current assets                      7,416        (7,267)
            Accrued payroll                                              (20,080)       20,080
            Note Payable                                                  (4,774)       (4,165)
            Payroll and other taxes payable                              (13,275)       (5,317)
            Accounts payable and accrued expenses                         28,429           136
            Accrued officer compensation                                      --        49,709
            Deferred revenues                                             (4,172)       23,409
                                                                       ---------     ---------

                   Net cash provided  by operating activities            209,879       297,886

Cash flows from investing activities
      Capital expenditures                                                    --          (916)
      Capitalized software development costs                            (261,205)     (275,874)
                                                                       ---------     ---------

                   Net cash used in investing activities                (261,205)     (276,790)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements             (15,542)       (9,159)
      Amortization of stock grants                                        18,643         8,008
      Issuance of capital stock                                           37,266            --
                                                                       ---------     ---------

                   Net cash provided (used) by financing activities       40,367        (1,151)
                                                                       ---------     ---------

                   NET INCREASE (DECREASE) IN CASH                       (10,959)       19,945

Cash at beginning of year                                                 29,093         9,148
                                                                       ---------     ---------

Cash at end of year                                                    $  18,134     $  29,093
                                                                       =========     =========
</TABLE>

                                       F6
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1999 and 1998

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, 1999,  the Company was 52.
     0% owned by Multi  Solutions,  Inc. The Company is principally  involved in
     the design,  production and delivery of computer  applications  development
     software for sale to large corporate customers throughout the United States
     and overseas.

     The Company's  financial  statements have been presented on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business.  The liquidity of the Company
     has been  adversely  affected in recent  years by  significant  losses from
     operations.  The Company  earned net income of $151,751 in 1999 and $98,421
     in  1998.  In  addition,   at  January  31,  1999,  the  Company's  current
     liabilities  exceeded  current assets by $292,092 and total assets exceeded
     total liabilities by $464,639.

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

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

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   Furniture and Equipment
          -----------------------

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

     Depreciation  expense  was $3,563 for each of the years  ended  January 31,
     1999 and 1998 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 sixty  month  period,  the  capitalized
     software costs for its Windows-based products. The period is based on sales
     forecasts for the  seven-year  agreement  with IBM,  which began in October
     1993. The Company's  Windows  products are  compatible  with Windows 95 and
     further   modifications  are  continually  made  specifically  for  32  bit
     environments  (Windows 95 or Windows  NT).  Unamortized  costs  relating to
     Windows  products as of January 31, 1999 and 1998 are $650,263 and $628,852
     respectively.

                                       F7
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1999 and 1998

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

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

     Amortization expense for 1999 and 1998, for all products,  was $241,383 and
     $258,584 respectively.

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

     In  accordance   with  Statement  of  Position  91-1,   "Software   Revenue
     Recognition"  (SOP 91-1), the Company's policy is to recognize  license and
     maintenance  fees when earned and  consulting  fee income when services are
     rendered.  License fees are recognized  upon shipment of the software while
     maintenance  fees are  recorded  over the  period  covered  by the  related
     contract. Consulting is performed on a time and material basis.

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

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

     5.   Income Per Share
          ----------------

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

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

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

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

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

NOTE C - LOAN PAYABLE

     1.   Demand Loan - Bank
          ------------------

     The  Company  has a demand  loan  payable  to a  commercial  bank ($796 and
     $16,338  at  January  31,  1999  and  1998  respectively).  Borrowings  are
     collateralized  by the Company's  accounts  receivable and bear interest at
     the bank's  prime rate plus 2% (9.75% at January 31,  1999) As of March 31,
     1999 the Company is in  compliance  with the terms of the agreement and the
     balance has been paid in full.

     During 1999 and 1998,  the maximum  amount of  borrowings  outstanding  was
     $16,338 and $25,497  respectively,  the average  borrowings were $8,567 and
     $20,918, respectively, and the weighted average interest rates were 10.1%.

                                       F8
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1999 and 1998

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%.

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 $4.5 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, 1999.

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

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

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

     In December  1998,  the Company  issued  500,000  shares of common stock to
     Multi  Solutions,  Inc.  The  transaction  was  valued  at $.05  per  share
     ($25,000).  The effect of this transaction was to reduce  indebtedness owed
     to Multi 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,
     1999, an aggregate of 957,001 shares have been issued pursuant to the Plan.

                                       F9
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1999 and 1998

     The Company has issued stock grants as follows:

         Stock grants as of January 31, 1992            427,500

         Stock grants issued to employees                13,334
                                                       --------
         Stock grants of January 31, 1993               440,834

         Stock grants issued to employees                73,334
                                                       --------
         Stock grants as of January 31, 1994            514,168

         Stock grants issued to employees                71,166
                                                       --------
         Stock grants as of January 31, 1995            585,334

         Stock grants issued to employees                     0
                                                       --------
         Stock grants as of January 31, 1996            585,334

         Stock grants issued to employees                80,000
                                                       --------
         Stock grants as of January 31, 1997            665,334

         Stock grants issued to employees                     0
                                                       --------
         Stock grants as of January 31, 1998            665,334

              Stock grants issued to employees          291,667

              Stock grants as of January 31, 1999       957,001
                                                       --------

     As of January 31, 1999,  employees  were not fully vested in 291,667 of the
     aforementioned stock grants.  Amortization of deferred compensation for the
     stock  grants to  employees  was  $18,643  and $8,009  for the years  ended
     January 31, 1999 and 1998, respectively.

     3.   Shares Issued to Officers as Compensation
          -----------------------------------------

     During the fiscal year ended January 31, 1999,  the Company  issued 300,000
     shares of common stock to Miriam  Jarney  valued at an aggregate of $16,000
     and  275,000  shares to  Charles  J.  Lombardo  valued at an  aggregate  of
     $14,600.

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. Rental
     expense under the lease  aggregated  approximately  $62,400 and $59,450 for
     the years ended January 31, 1999 and 1998, respectively.

     In June 1995 the Company entered into a three-year  noncancelable operating
     lease for a color laser copier with  monthly  payments of $500 plus tax and
     per copy charges through May 1998.

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

                                       F10
<PAGE>

                                Multi Soft, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                            January 31, 1999 and 1998

NOTE F - COMMITMENTS AND CONTINGENCIES - Continued


     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
          ----------------------   --------   -------    -------
                   2000              $4,380   $ 6,000    $10,380
                   2001               4,380     6,000     10,380
                   2002               4,380     3,000      7,380
                   2003               3,285         -      3,285
                                    -------   -------    -------
                                    $16,425   $15,000    $31,425

     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  unpaid  salaries for the years ending January
     31, 1999 and 1998.

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

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

     Certain state and federal  taxes,  interest,  and penalties in  aggregating
     approximately $17,000 were unpaid at January 31, 1999.

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

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

     NOTE G - MAJOR CUSTOMER

     In fiscal 1999, one customer accounted for 25% of total revenue.  In fiscal
     1998, one customer accounted for 29% of total revenue.

     NOTE H - SUPPLEMENTAL INFORMATION

     Supplemental  disclosures  of cash flow  information  for the  years  ended
     January 31, 1999 and 1998 are as follows:

                                                       1999            1998
                                                       ----            ----

           Cash paid during the year for Interest     $9,518          $2,304

                                       F11
<PAGE>

NOTE I - SOFTWARE LICENSING AGREEMENTS

     1.   Software Licensing Agreements
          -----------------------------

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

     For the years ended  January 31, 1999 and 1998,  the Company  recognized as
     income $0 and $8,022 of $300,000  advance  respectively.  As of the date of
     this filing, the entire $300,000 has been amortized to revenue.

     The contract with IBM's Network Software  Division provides that Multi Soft
     will receive prepaid royalties of $600,000 in quarterly installments over a
     two-year   period.   As  a   result,   IBM   receives   non-exclusive   and
     non-transferable license to market certain Multi Soft products. The product
     is marketed under IBM's logo as "Personal Communications Toolkit for Visual
     Basic".  During fiscal 1997 the company has been receiving  maintenance for
     the above  contract.  In October  1996  agreement  # R94564 was  amended to
     provide $15,000 in monthly payments to the company through October 1998. As
     of January 31, 1999,  the  contract  with IBM was extended for one year and
     IBM is paying monthly maintenance of $7,000.

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 at January 31,
     1999 and 1998 was $448,039 and $422,239, respectively.

     The Company provides certain services and office space to NetCast, Inc., as
     subsidiary of Multi Solutions. The balance due from NetCast, Inc., for such
     services  as  of  January  31,  1999  was  $234,592.  Multi  Solutions  has
     guaranteed the debt of NetCast to the Company.


                                       F12