**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





Form
      10-KSB





xANNUAL
      REPORT UNDER TO
      SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934


For
      the
      fiscal year ended January 31, 2007


OR


oTRANSITION
      REPORT UNDER
      TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





Commission
      File No. 0-12162




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






New
                Jersey
            
            22-2418056(State
                or other jurisdiction of incorporation or
              organization)
            
            (I.R.S.
                Employer Identification No.)




65
                East 55th Street, 2nd Floor, New York, NY
            10022(Address
                of principal executive offices)
            (Zip
                Code)







Issuer's
      telephone number  (212)
      451-2254





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
o  No x




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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule12b-2
      of the Exchange Act). x





The
      Issuer's consolidated revenues for the fiscal year ended January 31, 2007 was:
      $NIL





The
      aggregate market value of the voting stock held by non-affiliates (1) of the
      registrant based on the average of the closing ask ($0.0) and ($0.0) bid price
      of such stock, as of October 17, 2006 is $NIL based upon $0.0 multiplied by
      the
      14,701,454 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 January 31, 2007, is 21,096,969 shares, all of one class of $.001
      par value Common Stock.





DOCUMENTS
      INCORPORATED BY REFERENCE: None





Transitional
      Small Business Disclosure Format (check one):     Yes
o  No  x









FORWARD
      LOOKING STATEMENTS





This
      Annual Report and any documents incorporated herein by reference, if any,
      contain forward-looking statements. These forward-looking statements refer
      to
      our business, financial condition and prospects that reflect our management’s
      assumptions and beliefs based on information currently available. We can give
      no
      assurance that the expectations indicated by such forward-looking statements
      will be realized. If any of our assumptions should prove incorrect, or if any
      of
      the risks and uncertainties underlying such expectations should materialize,
      our
      actual results may differ materially from those indicated by the forward-looking
      statements.





There
      may
      be other risks and circumstances that management may be unable to predict.
      When
      used in this Report, words such as, *“believes,”
      “expects,” “intends,” “plans,” “anticipates,” “estimates”* and
      similar expressions are intended to identify and qualify forward-looking
      statements, although there may be certain forward-looking statements not
      accompanied by such expressions.








**PART
      I**





**Item
      1.** **Description
      of Business**





**The
      Company had nominal operations from 2002 to 2005, and completely discontinued
      operations in 2005.** The
      Company may now be deemed to be a blank check company under Section 419 of
      the
      Securities Act of 1933, as amended. **The
      only prospects for the Company and its subsidiaries is an acquisition in a
      reverse merger transaction.**





**General**





During
      our fiscal year ended January 31, 2007, we:




·
            supported
                our subsidiary, Multi Soft, Inc;
                and




·
            raised
                funds through the issuance of convertible
                debentures.




The
      operations of Multi Soft, FreeTrek and NetCast are discussed below.





**MULTI
      SOFT, INC.**





We
      incorporated Multi Soft in January 1985 as a wholly owned subsidiary. As of
      the
      date of this report, we own approximately 51.3% of Multi Soft. However, Multi
      Soft has debentures outstanding which are convertible into 31,988,980
      shares of common stock. If the conversion privileges were to be exercised,
      our
      percentage of ownership would decline to approximately 15% and we would no
      longer control Multi Soft.





Multi
      Soft produced, marketed and maintained the following products:





·
            COMRAD,
                which stands for**C**omponent**O**bject**M**odel**R**apid**A**pplication**D**evelopment,
                for 32 bit Windows 95, 98, 2000 and
                NT;




2




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





·
            INFRONT
                for DOS.





Multi
      Soft’s product line consisted of tools for the development of client-server,
      front-ending, and Internet based applications using a mainframe or an Internet
      server.




Since
      the
      business operations ceased in 2005, no further discussion of the Company’s
      products are contained in this document.





**Key
      Services Provided by Multi Soft**





Multi
      Soft offered 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. Multi Soft also offered contract technical consulting
      services.





**Distributors
      and Value Added Resellers (VARs)**





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





**FREETREK.
      INC.**





We
      formed
      FreeTrek.Com, Inc. under the laws of the state of New Jersey in April 1999.
      At
      present, we own approximately 45.8% of FreeTrek’s issued and outstanding shares
      of common stock. At January 31, 2002, we owned approximately 53.1% which
      declined to approximately 45.8% by October 2006. On January 26, 2007, we sold
      the entire 45.8% interest to Netfree, Inc., a company owned by Robert Frome
      who
      is a holder of convertible debentures of the Company. Accordingly, Freetrek
      is
      no longer consolidated on the financial statements of the Company. No gain
      or
      loss was recognized from the deconsolidation of this subsidiary. The balance
      is
      held by private investors who provided services and cash to fund the initial
      software development and other start-up activities.





FreeTrek
      was a business to business to consumer affinity group service company, commonly
      referred to as a B2B2C affinity group service company, that was marketing its
      products and services to businesses, referred to as sponsors, that want to
      create an Internet community of their current and future customers. We refer
      to
      this as a virtual private community or VPC. We discontinued operations of
      FreeTrek in 2003.




3




**NETCAST,
      INC.**





Our
      75%
      subsidiary, NetCast, Inc., was created in 1996 to develop new Internet
      technologies to create a series of products and businesses that would extend
      the
      power of advertising on the Internet. Multi Soft provided services and office
      space to NetCast at cost for which it has billed approximately $240,000 through
      January 31, 2000, of which $78,000 was incurred during the fiscal year ended
      January 31, 1999. Multi Soft charged NetCast for this time. We have guaranteed
      NetCast’s debt to Multi Soft. In January 2000, we decided to discontinue any
      further operations of NetCast. As a result, a loss of ($87,462) was reflected
      in
      our consolidated financial statements for the fiscal year ended January 31,
      2000
      as a loss from discontinued operations. During the year ended January 31, 2002,
      Multi Soft recorded a valuation allowance of $200,000 against this debt. On
      January 26, 2007, we sold the entire 75% interest to Netfree, Inc., a company
      owned by Robert Frome who is a holder of convertible debentures of the Company.
      Accordingly, NetCast is no longer consolidated on the financial statements
      of
      the Company. We recognized a gain of $113,000 from the deconsolidation of this
      subsidiary which was related to the litigation judgment payable in the same
      amount.





**Employees** ****


We
        are
        essentially a holding company, and currently have no employees. Our executive
        officers, Jerome Goubeaux and Ken Roberts, devote such time as is necessary
        to
        our business.
 
 Multi
        Soft had one part time employee during the year ended January 31, 2006.
 
 During
        the year ended January 31, 2003, FreeTrek had two employees, our former
        executive officers: Charles J. Lombardo and Miriam Jarney.


**Competition**





Multi
      Soft operated 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 Multi Soft. In addition, many competitors have more
      extensive facilities than those which were available to Multi Soft. These,
      among
      other factors, contributed to the Company’s discontinuance of
      operations.





FreeTrek
      competed with other firms and entities that provide marketing and advertising
      to
      companies, institutions and associations that want to retain and/or increase
      their client or membership base. Most of its competitors have substantially
      greater resources, are better established, and have a longer history of
      operations than FreeTrek. These, among other factors, contributed to the
      FreeTrek’s discontinuance of operations.





**RISK
      FACTORS**





Our
      business is subject to numerous risk factors, including the
      following:





**Since
      we discontinued operations in 2005, we have no operating history for evaluating
      our future business prospects.**




Since
      we discontinued operations in 2005, we have no
      operating history nor any revenues or earnings from operations. We have little
      or no tangible assets or financial resources, and will, in all likelihood,
      continue to sustain operating expenses without corresponding revenues, at least
      until the consummation of a business combination. This will probably result
      in
      our incurring net operating losses that will increase continuously until we
      can
      consummate a business combination with a profitable business opportunity.




4




**There
      is no assurance that our proposed operations will be successful.**





The
      success of our proposed plan of operation will depend to a great extent on
      the
      operations, financial condition and management of the identified business
      opportunity. While we intend to seek business combination(s) with entities
      having established operating histories, there can be no assurance that we will
      be successful in locating candidates meeting such criteria. In the event we
      complete a business combination, of which there can be no assurance, the success
      of our operations may be dependent upon management of the successor firm or
      venture partner firm and numerous other factors beyond our control. There is
      no
      assurance that we will identify such a business opportunity and consummate
      such
      a business combination. Finally, our officers and directors have little direct
      experience with blank check companies or related transactions.





**State
      blue sky registration laws restrict the resale of our stock.**





Transferability
      of our common stock is very limited because a significant number of states
      have
      enacted regulations pursuant to their securities laws, or so-called "blue sky"
      laws, restricting or prohibiting the initial sale and subsequent resale of
      securities of "blank check" companies like ours within that state. In addition,
      many states, while not specifically prohibiting or restricting "blank check"
      companies, would not register our securities for sale or resale within their
      states. Because of these regulations, we currently have no plan to register
      any
      of our securities with any state. To ensure that any state laws are not violated
      through the resale of our securities, we will refuse to register the transfer
      of
      any of its securities to residents of any state that prohibit such resale,
      or if
      no exemption is available for such resale. It is not anticipated that a
      secondary trading market for our securities will develop in any state until
      subsequent to consummation of a business combination, if at all.





**We
      face competition for business opportunities and combinations, and as a result
      we
      may never complete a merger or acquisition.**





We
      are,
      and will continue to be, an insignificant participant in the business of seeking
      mergers, joint ventures, and acquisitions of small private and public entities.
      A large number of established and well-financed entities, including venture
      capital firms, are active in mergers and acquisitions of companies that may
      be
      desirable target candidates for us. Nearly all such entities have significantly
      greater financial resources, technical expertise, and managerial capabilities
      than we do, and consequently, we are at a competitive disadvantage in
      identifying possible business opportunities and successfully completing a
      business combination. Moreover, we also compete in seeking merger or acquisition
      candidates with numerous other small public companies.





**Our
      officers and directors will only devote part time efforts due to their
      involvement in other business interests, which may further limit our likelihood
      of success.**





While
      seeking a business combination, our officers and directors anticipate devoting
      up to twenty hours per month to our business. They will be the only people
      responsible in conducting our daily operations, including searches, evaluations,
      and negotiations with potential merger or acquisition candidates. We have not
      entered into any written employment agreement with any officers or directors
      and
      do not expect to do so in the foreseeable future. We have not obtained key
      man
      life insurance on any officer or director.




5





**We
      may have potential business conflicts of interest with other companies formed
      by
      our officers and directors, which may not necessarily be favorable to us.**





Our
      officers and directors participate in other business ventures that may compete
      directly with ours, including three other blank check companies. Additional
      conflicts of interest and non-arms length transactions may also arise in the
      future. We have adopted a policy that we will not enter into a business
      combination with any entity in which any member of management serves as an
      officer, director or partner, or in which such person or such person's
      affiliates or associates hold any ownership interest. The terms of a business
      combination may include that certain of our officers and directors remain in
      the
      new combination. Our officers and directors would directly benefit from such
      employment. Such benefits may influence our officers and directors choice of
      a
      target company. Our Articles of Incorporation provide that we indemnify our
      officers and directors for liabilities, which can include liabilities arising
      under the securities laws. Therefore, our assets could be used, or attached,
      to
      satisfy any liabilities subject to this indemnification.





**Our
      lack of market research or marketing organization could adversely affect our
      ability to successfully find and conclude a merger or acquisition.**





We
      have
      neither conducted, nor have others made available to us, results of market
      research indicating that market demand exists for the transactions contemplated
      by us. Moreover, we do not have, and do not plan to establish, a marketing
      organization. Even in the event demand is identified for a merger or acquisition
      contemplated by us, there is no assurance we will be successful in completing
      a
      business combination.





**If
      we are characterized as an investment company, we face significant legal
      requirements that have the potential to subject us to substantial liability
      and
      increase our costs of doing business.**





Although
      we will be subject to regulation under the Securities Exchange Act of 1934
      (the
“Exchange Act”), we believe we will not be subject to regulation under the
      Investment Company Act of 1940, insofar as we are not engaged in the business
      of
      investing or trading in securities. In the event we engage in business
      combinations that result in our holding passive investment interests in a number
      of entities, we could be subject to regulation under the Investment Company
      Act
      of 1940. In this event, we would be required to register as an investment
      company and would incur significant registration and compliance costs. We have
      obtained no formal determination from the Securities and Exchange Commission
      as
      to our status under the Investment Company Act of 1940 and, consequently, any
      violation of the Act would subject us to material adverse consequences.





**A
      consummated merger or acquisition will likely result in a change in control,
      and
      our current management will no longer have power to influence us.**





A
      business combination involving the issuance of our common stock will, in all
      likelihood, result in shareholders of a private company obtaining a controlling
      interest in us. Any such business combination may require our management to
      sell
      or transfer all or a portion of their common stock, or resign as members of
      the
      Board of Directors. The resulting change in our control could result in the
      removal of our current management and a corresponding reduction in or
      elimination of their participation in our future affairs.




6





**Taxation
      concerns may influence whether a future identified business opportunity
      proceeds.**





Federal
      and state tax consequences will, in all likelihood, be major considerations
      in
      any business combination we undertake. Currently, such transactions may be
      structured so as to result in tax-free treatment to both companies, pursuant
      to
      various federal and state tax provisions. We intend to structure any business
      combination so as to minimize the federal and state tax consequences to the
      target entity and us; however, there can be no assurance that a business
      combination will meet the statutory requirements of a tax-free reorganization,
      or that the parties will obtain the intended tax-free treatment upon a transfer
      of stock or assets. A non-qualifying reorganization could result in the
      imposition of both federal and state taxes, which may have an adverse effect
      on
      both parties to the transaction.





**Requirement
      of audited financial statements may disqualify business opportunities.**





Section
      13 and 15(d) of the Exchange Act require companies subject thereto to provide
      certain information about significant acquisitions, including certified
      financial statements for the target entity acquired, covering one, two or three
      years, depending on the relative size of the acquisition. The time and
      additional costs that may be incurred by some target entities to prepare such
      statements may preclude consummation of an otherwise desirable acquisition
      by
      us. Acquisition prospects that do not have or are unable to obtain the required
      audited financial statements may not be appropriate for acquisition so long
      as
      the reporting requirements of the Exchange Act are applicable.





**We
      may be subject to deregistration, and if this were to occur, our attractiveness
      as an acquisition vehicle would be severely impaired** .




On
      July
      27, 2005, the Company received a letter from the Securities and Exchange
      Commission, notifying the Company that it was subject to deregistration pursuant
      to Section 12 of the Exchange Act for failure to comply with SEC reporting
      requirements. The Company responded and provided the SEC with a timetable for
      filing all delinquent reports and to comply with the Exchange Act by October
      31,
      2006. The Company believes it will be able to comply with the Exchange Act
      by
      October 31, 2006, but there can be no assurance that we will comply, or that
      our
      compliance will be sufficient to forestall deregistration. If we are
      deregistered, our attractiveness as an acquisition vehicle would be severely
      impaired.





**Item
      2.** **Description
      of Properties**




7





Presently,
      we us the address of an investor at 65
      East
      55th Street, 2nd Floor, New York, NY as a mailing address, but we have no
      operations there.





**Item
      3.** **Legal
      Proceedings**





We
      are
      not presently a party to any material litigation. However, Multi Soft and
      NetCast have been, from time to time, parties to legal actions arising in the
      normal course of our business. In the opinion of management, the disposition
      of
      these actions will not have a material effect on our financial position or
      results of operations taken as a whole.




As
      of
      October 17, 2006, there is one outstanding judgment against the
      Company:


·
            New
                York State Department of Taxation and Finance for $1,275 filed on
                May 24,
                2004.




As
      of
      October 17, 2006, there are four outstanding judgments against Multi Soft,
      Inc.:


·
            New
                York State Department of Taxation and Finance for $13,889 filed on
                March
                26, 2002.  ·
            New
                York State Department of Taxation and Finance for $6,691 filed on
                April
                22, 1994.  ·
            State
                of New Jersey for $5,183.78 filed August 24,
                1994.  ·
            A
                commercial service provider for $15,972 filed on March 14,
                2003.




All
      of
      the above mentioned judgments are reflected in the balance sheets under various
      captions in current liabilities.


In
        May
        1997, a lawsuit was commenced against NetCast by former consultants for
        approximately $113,000. Netcast vigorously defended the lawsuit. During the
        fiscal year 2000 this lawsuit was found in favor of the plaintiff. Although
        NetCast is liable for the damages from this lawsuit, it has no assets and
        has
        discontinued operations. On January 26, 2007, we sold our entire 75% interest
        to
        Netfree, Inc., a company owned by Robert Frome who is a holder of convertible
        debentures of the Company. Accordingly, NetCast is no longer consolidated
        on the
        financial statements of the Company. We recognized a gain of $113,000 from
        the
        deconsolidation of this subsidiary which was related to the litigation judgment
        payable in the same amount.


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





No
      matters were submitted to a vote of our security holders during the last quarter
      of our fiscal year ended January 31, 2007.




8




**PART
      II**





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





(a)  Market
      Information -- Our Common Stock is traded in the over-the-counter market, and
      is
      quoted on The OTC Bulletin Board (symbol: "MULT").


Fiscal
                  Year Ended January 31, 2007
              
              High
              
              LowFirst
                  Quarter
              
              $
              0.001
              
              
              0.000Second
                  Quarter
              
              
              0.000
              
              
              0.000Third
                  Quarter
              
              
              0.000
              
              
              0.000Fourth
                  Quarter
              
              
              0.050
              
              
              0.000Fiscal
                  Year Ended January 31, 2006First
                  Quarter
              
              
              0.000
              
              
              0.000Second
                  Quarter
              
              
              0.000
              
              
              0.000Third
                  Quarter
              
              
              0.000
              
              
              0.000Fourth
                  Quarter
              
              
              0.000
              
              
              0.000





The
      current price of the common shares is $NIL.





(b)  Holders—There
      were
      approximately 767 holders of record of our common stock, as of October
      8, 2007, inclusive of those brokerage firms and/or clearing houses
      holding our securities for their clientele (with each such brokerage house
      and/or clearing house being considered as one holder).





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




9


Issuances
      of Common Stock





We
      did
      not issue any securities during the last quarter of the year ended January
      31,
      2007, although in April 2005 we issued convertible debentures which are
      convertible into 49,226,262 shares of common stock.





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





**Cautionary
      Statement**





This
      quarterly 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.





Results
      of Operations





Year
      ended January 31, 2007 compared to year ended January 31, 2006





We
      generated revenues during the year ended January 31, 2007, of $NIL compared
      to
      revenues of $9,348 during the year ended January 31, 2006. The revenues during
      all these periods were generated by our subsidiary, Multi Soft. The decrease
      in
      revenues of $9,348 or approximately 100% was due primarily to an increase in
      Multi Soft’s primary sources of revenues - license, and maintenance fees,
      resulting from the discontinuance of regular business operations.





Our
      operating expenses were $70,222 for
      the
      year ended January 31, 2007 compared to $38,269 for the prior fiscal year,
      an
      increase of $13,953 or approximately 36% resulting largely from professional
      fees.





We
      had
      other income of $113,000 in
      the
      year ended January 31, 2007 which related to the non-cash gain from
      deconsolidating the NetCast subsidiary, as compared to other (expense) $(1,400) (all
      related to interest expense on the convertible debentures described in Note
      I)  during
      the year ended January 31, 2006.





As
      a
      result of all of the foregoing, we had net income of $26,068 for
      the
      year ended January 31, 2007 compared to a net loss for the year ended January
      31, 2006 of $30,321.





Major
      Customers





No
      individual customer accounted for a significant portion of
      revenues.




10





Liquidity
      and Capital Resources





At
      January 31, 2006, we had a negative working capital position of ($343,161),
      compared to negative working capital of ($ 312 ,840)  at
      January 31, 2005 and we continue to experience cash flow difficulties.




Working
      Capital and Current Ratios were:


January
                  31, 2007
              
              January
                  31, 2006Working
                  capital
              
              
              ($317,093
              )
              
              ($343,161
              )Current
                  ratios
              
              
              0.036:1
              
              
              0.066:1




Cash
      increased ($11,764) for the
      year ended January 31, 2007 compared to an increase of $21,740 for the prior
      year. During the year ended January 31, 2007 we used ($34,264) of cash
      for operating activities compared to $118,260 of cash used for operating
      activities in the year ended January 31, 2006.




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.





Future
      Plan of Operation





As
      of
      2005, we may be considered a blank check company. We have no operations and
      no
      or nominal assets. Although we have no assets or operations, we believe we
      possess a stockholder base which will make us an attractive merger or
      acquisition candidate to an operating privately-held company seeking to become
      publicly-held.





We
      intend
      to locate and combine with an existing, privately-held company which has
      profitable operations or, in our management's view, potential for earnings
      and
      appreciation of value of its equity securities, irrespective of the industry
      in
      which it is engaged. A combination may be structured as a merger, consolidation,
      exchange of our common stock for stock or assets or any other form which will
      result in the combined companies becoming an operating publicly-held
      corporation.





Pending
      negotiation and consummation of a business combination, we anticipate that
      we
      will have, aside from carrying on our search for a combination partner, no
      business activities, and, thus, will have no source of revenue. Should we incur
      any significant liabilities prior to a combination with a private company,
      we
      may not be able to satisfy such liabilities as they are incurred.




11





If
      our
      management pursues one or more combination opportunities beyond the preliminary
      negotiations stage and those negotiations are subsequently terminated, it is
      likely that such efforts will exhaust our ability to continue to seek such
      combination opportunities before any successful combination can be
      consummated.





In
      our
      pursuit for a business combination partner, our management intends to consider
      only combination candidates which are profitable or, in management's view,
      have
      growth potential. Our management does not intend to pursue any combination
      proposal beyond the preliminary negotiation stage with any combination candidate
      which does not furnish us with audited financial statements for its historical
      operations or can furnish audited financial statements in a timely manner.
      HFG
      may engage attorneys and/or accountants to investigate a combination candidate
      and to consummate a business combination. We may require payment of fees by
      such
      merger candidate to fund all or a portion of such expenses. To the extent we
      are
      unable to obtain the advice or reports from experts, the risks of any combined
      business combination being unsuccessful will be enhanced.





We
      are
      not registered, and we do not propose to register, as an investment company
      under the Investment Company Act of 1940. We intend to conduct our business
      activities so as to avoid application of the registration and other provisions
      of the Investment Company Act of 1940 and the related regulations
      thereunder.




12




**Item
      7.**  **Financial
      Statements**





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





MULTI
      SOLUTIONS, INC. AND SUBSIDIARIES


CONSOLIDATED
      FINANCIAL STATEMENTS


FISCAL
      YEAR ENDED JANUARY 31, 2006





INDEX


Page
                  #Report
                  of Independent Certified Public Accountant
              F1Consolidated
                  Balance Sheets - January 31, 2007 and 2006
              F2-F3Consolidated
                  Statements of Operations for Each of the Two Years in the Period
                  Ended January 31, 2007
              F4Consolidated
                  Statements of Changes in Stockholders' Deficiency for Each of the
                  Two
                  Years
                  in the Period Ended January 31, 2007
              F5Consolidated
                  Statements of Cash Flows for Each of the Two Years in the Period
                  Ended
                  January
                  31, 2007
              F6Notes
                  to Financial Statements
              F7-F15




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 disagreements with our independent accountants with respect to
      accounting and/or financial disclosure, during the past two fiscal years. We
      changed our independent accounting firm effective with the fiscal year ended
      January 31, 2003. Our auditing firm is Moore and Associates, Chartered.




13


**Item
      8a:**  **CONTROLS
      AND PROCEDURES**




(a)
            Evaluation
                of Disclosure Controls and
                Procedures:




1.  Management
      is responsible for establishing and maintaining adequate disclosure controls
      and
      procedures.




2.  MULTI
      SOLUTIONS, INC. was unable to carry out an evaluation of the effectiveness
      of
      the design and operation of the Company's disclosure controls and procedures
      pursuant to Exchange Act Rule 13a-14. Based upon that fact, the Chief Executive
      and Principal Accounting Officer could not conclude that the Company's
      disclosure controls and procedures were effective both as of the period of
      this
      report and the date of this filing, in timely alerting him to material
      information required to be included in the Company's periodic SEC filings
      relating to the Company. However, we were able to determine the
      following:




3.  Our
      controls relating to disclosure and related assertions in the financial
      statements, particularly in the area of non-routine and non-systematic
      transactions were not adequate because recordkeeping was not kept up to date
      since January 31, 2002. However, through the use of an outside accounting
      consultant, we were able to correct errors and make the proper disclosures.




We
      do not
      have any internal accounting staff and we have engaged the services of a third
      party financial accounting consultant to prepare our accounting records and
      financial statements.




(b)
            Changes
                in Internal Controls Over Financial
                Reporting:




None




14




**PART
      III**





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


Name
              
              PositionJerome
                  Goubeaux
              
              Chief
                  Executive OfficerKen
                  Roberts
              
              Secretary


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:





JEROME
      GOUBAUX, age 38, has served as president and director of the Registrant since
      April 2005. Since 1999, Mr. Goubeaux has been president of Bankstreet, Inc.,
      a
      video advertising company. Prior to that, he worked in institutional sales
      for
      several large financial firms. In 1991, Mr. Goubeaux graduated from Swarthmore
      College in Pennsylvania with a B.A.





KEN
      ROBERTS, age 69, has served as secretary and director of the Registrant since
      April 2005. Since 2001, Mr. Roberts has been president of Cero, Inc., a
      distributor of high-technology software products. From 1996 to 2001, he was
      executive vice president of BMS, Inc., a marketer of computer software for
      telephone back-office operations. Mr. Roberts graduated from West Virginia
      Wesleyan College in 1960. He received an M.A. in economics from West Virginia
      Wesleyan College in 1962.





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,
      2007.





**Item
      10.**  **Executive
      Compensation**





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




15







**SUMMARY
      COMPENSATION TABLE**


**Annual
                  Compensation**
              
              **Long
                  Term Compensation****Awards**
              
              **Payouts****Name
                  & Principle Position**
              
              **Fiscal
                  Year**
              
              **Salary
                  ($)**
              
              **Bonus
                  ($)**
              
              **Other
                  Annual Compensation ($)**
              
              **Restricted
                  Stock Award ($)**
              
              **Options
                  SARs**
              
              **LTIP
                  Payouts ($)**
              
              **All
                  Other Compensa-tion ($)****Jerome
                  Goubeaux, CEO**
              
              
              2007
                2006
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0**Ken
                  Roberts, Secretary**
              
              
              2007
                2006
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0




(A)
            Consulting
                fees





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**


**Name**
              
              **Options/SARs
                  Granted**
              
              **Percent
                  of Total Options/SARs Granted to Employees in Fiscal
                  Year**
              
              **Exercise
                  or Base Price ($/Sh)**
              
              **Expiration
                  Date****Jerome
                  Goubeaux**
              
              
              -0-
              
              
              -
              
              
              -
              
              
              -**Ken
                  Roberts**
              
              
              -0-
              
              
              -
              
              
              -
              
              
              -




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**


**Name**
              
              **Shares
                  Acquired on Exercise (#)**
              
              **Value
                  Realized ($)**
              
              **Number
                  of Securities Underlying**
                **Unexercised**
                **Options/SARs
                  at**
                **FY-End
                  (#)**
              
              **Value
                  of**
                **Unexercised**
                **In-The-Money
                  Options/SARs at FY-End ($)****Jerome
                  Goubeaux**
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-**Ken
                  Roberts**
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-




16


Directors'
      Compensation





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





Employment
      Agreements





There
      are
      no employment agreements in force.




17







**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.


**Name
                  and Address of Beneficial Owner**
              
              **Amount
                  and Nature of Beneficial**
                **Ownership**
              
              **Percent
                  of Class (1)****Charles
                  J. Lombardo**
                **Former
                  Chairman of the Board, Chief Executive Officer, Chief Financial
                  Officer,
                  & Treasurer**
                **1511
                  Laurie Lane, Yardley, PA 19067**
              
              
              **4,389,272
                  (2**
              **)**
              
              **20.8**
              **%****Miriam
                  G. Jarney**
                **Former
                  Executive Vice President, Secretary, Director**
                **21
                  Doering Way, Cranford, NJ 07106**
              
              
              **1,989,100
                  (3**
              **)**
              
              **9.4**
              **%****Robert
                  L. Frome**
                **c/o
                  Olshan Grundman Frome et al.**
                **65
                  East 55th Street**
                **New
                  York, NY 10022**
              
              
              **24,613,131**
              
              
              **(5**
              **)****Bridge
                  Ventures, Inc.**
                **1241
                  Gulf of Mexico Dr.**
                **Sarasota,
                  FL 34228**
              
              
              **24,613,131**
              
              
              **(5**
              **)****Michael
                  Potter**
                **c/o
                  Olshan Grundman Frome et al.**
                **65
                  East 55th Street**
                **New
                  York, NY 10022**
              
              
              **24,613,131**
              
              
              **(5**
              **)****Jerome
                  Goubeaux**
                **41
                  John Street**
                **New
                  York, NY 10038**
              
              
              **2,461,313**
              
              
              **(6**
              **)****Ken
                  Roberts**
                **7115
                  Boulevard East**
                **North
                  Bergen, NJ 07047**
              
              
              **527,424**
              
              
              **(6**
              **)****All
                  Executive Officers and Directors as a group (5
                  persons)(7)**
              
              
              **6,395,515
                  (4**
              **)**
              
              **30.3**
              **%**




**  Less
      than
      one percent.





(1)
            Based
                upon 21,096,969 shares of common stock outstanding on October 17,
                2006.




(2)
            Includes
                shares held by Mr. Lombardo's wife and shares owned jointly with
                his wife.




(3)
            Includes
                19,100 shares owned by Ms. Jarney's
                husband.




(4)
            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.




(5)
            Represents
                shares of common stock issuable upon conversion of the Company’s 6%
                Convertible Non-Negotiable Debentures (“Debentures”). Although
                insufficient amounts of common stock are authorized to allow full
                conversion of the Debentures, the Company will effectuate an increase
                in
                the authorized shares to permit such conversion. At that time, each
                of
                Robert L. Frome, Bridge Ventures, Inc., and Michael Potter will own
                approximately 26% of the outstanding common
                stock.




18




(6)
            In
                June 2005, the Company accepted subscriptions from Jerome Goubeaux
                and Ken
                Roberts for the respective amounts of common stock shown. These shares
                have not been issued.


(7)
            Does
                not include Jerome Goubeaux and Ken Roberts (See footnote 6
                above).




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





Although
      there is no written agreement between us and Multi Soft granting us preemptive
      rights with regard to our majority ownership of Multi Soft common stock, in
      practice, we have acquired sufficient shares of Multi Soft’s common stock to
      assure our majority ownership in Multi Soft. However, in a transaction which
      occurred in April 2005 convertible debentures were issued by Multi Soft which,
      if converted, would rest control with the debenture holder and we do not expect
      to be able to acquire sufficient shares to retain our majority
      ownership.





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





Exhibits





3.a  Certificate
      of Incorporation (1)




3.b  By-Laws
      (1)




4.a  Specimen
      Common Stock (1)




10.a  Our
      Employment Agreement with Charles J. Lombardo (5)




10.b  Multi
      Soft Employment Agreement with Charles J. Lombardo (5)




10.c  Multi
      Soft Employment Agreement with Miriam G. Jarney(5)




10.d  Copy
      of
      Non-Qualified Stock Option Plan, Stock Grant Program and Employee Incentive
      Stock Option Plan (3)




10.g


21.  List
      of
      Subsidiaries (6)








1.
            Previously
                filed as an Exhibit to our Form S-18 Registration Statement, File
                No.
                2-85710-NY filed with the Commission on July 14, 1983, and incorporated
                herein by reference.





2.
            Previously
                filed as an Exhibit to our Form 10-K for the fiscal year ended January
                31,
                1993 as filed with the Commission on or about Nov. 18, 1993, and
                incorporated herein by reference.





3.
            Previously
                filed as part of our 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 Registration Statement on Form S-1, SEC
                File
                No. 33-3133, filed with the Commission on February 4, 1986, and
                incorporated herein by reference.






19




5.
            Previously
                filed as an Exhibit to Multi Soft'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.





6.
            Previously
                filed as an Exhibit to our Form 10-KSB for the fiscal year ended
                January
                31, 2000 as filed with the Commission on or about May 15, 2000, under
                SEC
                File No. 0-12162, 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, 2007.





**Item
      14:**





*Audit
      fees*





Aggregate
      fees bills by the Company’s principal accountant were $15,000 during the fiscal
      year ended January 31, 2007 and $NIL during the fiscal year ended January 31,
      2006.





*Audit-Related
      Fees*





There
      were no audit related fees in either period.





*Audit
      Committee Policies and Procedures for Pre-Approval of Services*





The
      board
      in lieu of a formal audit committee is in the process of formulating procedures
      for pre-approval of all audit, review and attest services and non-audit
      services.




20




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.





21





**MOORE
      & ASSOCIATES, CHARTERED**


*ACCOUNTANTS
      AND ADVISORSPCAOB REGISTERED*


*2675
      S. Jones Blvd. Suite 109*


*Las
      Vegas, NV 89156*


*(702)
      253-7499 Fax (702) 253-7501*





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


**Multi
      Solutions, Inc.**





We
      have
      audited the accompanying balance sheets of **Multi
      Solutions, Inc. and Subsidiaries** as
      of
      January 31, 2007 and 2006 and the related statements of operations, changes
      in
      stockholders’ equity and cash flows for the years then ended. These financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of **Multi
      Solutions, Inc. and Subsidiaries** as
      of
      January 31, 2007 and 2006 and the results of its operations and its cash flows
      for the years then ended, in conformity in conformity with accounting principles
      generally accepted in the United States of America.





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





/s/
      Moore
& Associates, Chartered


**Moore
      & Associates, Chartered**


Las
      Vegas, Nevada


October
      3, 2007




F-1




**MULTI
                  SOLUTIONS, INC. AND SUBSIDIARY**CONSOLIDATED
                  BALANCE SHEETSJanuary
                  31, 2007 and 2006
 
 January
                  31,
              
              January
                  31,2007
              
              2006ASSETSCURRENT
                  ASSETSCash
              
              $
              11,888
              
              $
              23,652Prepaid
                  expenses and other current assets
              
              
              -
              
              
              51211,888
              
              
              24,164OTHER
                  ASSETSCapitalized
                  software development costs
              
              
              1,702,582
              
              
              1,702,582Less
                  accumulated amortization
              
              
              (1,492,582
              )
              
              (1,492,582
              )Less
                  valuation allowance
              
              
              (210,000
              )
              
              (210,000
              )-
              
              
              -$
              11,888
              
              $
              24,164
 
 THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
      THESE STATEMENTS


F-2




**MULTI
                  SOLUTIONS, INC. AND SUBSIDIARY**CONSOLIDATED
                  BALANCE SHEETSJanuary
                  31, 2007 and 2006
  January
                  31,
              
              January
                  31,2007
              
              2006LIABILITIES
                  AND STOCKHOLDERS'DEFICIENCYCURRENT
                  LIABILITIESLitigation
                  judgment payable - NetCast subsidiary
              
              $
              -
              
              $
              113,000Payroll
                  and other taxes payable
              
              
              32,988
              
              
              28,888Accounts
                  Payable, Accrued expenses andother
                  Current Liabilities
              
              
              116,453
              
              
              82,557Loans
                  payable to holders of convertible debentures
              
              
              22,500Convertible
                  debentures - including accrued interest of$17,040
                  (2007) and $2,880 (2006)
              
              
              157,040
              
              
              142,880328,981
              
              
              367,325Minority
                  interest in subsidiaries
              
              
              1,604,949
              
              
              1,604,949STOCKHOLDERS'
                  DEFICIENCYCommon
                  stock, authorized 40,000,000 shares$.001
                  par value, issued and outstanding21,096,969
                  and 21,096,969 respectively
              
              
              21,098
              
              
              21,098Additional
                  paid-in capital
              
              
              9,232,227
              
              
              9,232,227Accumulated
                  deficit
              
              
              (11,175,367
              )
              
              (11,201,435
              )(1,922,042
              )
              
              (1,948,110
              )$
              11,888
              
              $
              24,164




THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
      STATEMENTS




F-3




**MULTI
                  SOLUTIONS, INC. AND SUBSIDIARY**CONSOLIDATED
                  STATEMENTS OF OPERATIONS
 
 Year
                  EndedJanuary
                  31,2007
              
              2006REVENUESLicense
                  fees
              
              $
              -
              
              $
              1,975Maintenance
                  fees
              
              
              -
              
              
              7,373Total
                  revenues
              
              
              -
              
              
              9,348EXPENSESGeneral
                  and administrative
              
              
              70,222
              
              
              38,269Total
                  expenses
              
              
              70,222
              
              
              38,269(Loss)
                  from operations
              
              
              (70,222
              )
              
              (28,921
              )OTHER
                  INCOME (EXPENSE)Gain
                  from deconsolidation of Netcast subsidiary related tolitigation
                  judgment payable - NetCast subsidiary
              
              
              113,000Interest
                  expense
              
              
              (16,710
              )
              
              (1,400
              )Total
                  other income
              
              
              96,290
              
              
              (1,400
              )Net
                  income (loss)
              
              $
              26,068
              
              $
              (30,321
              )Weighted
                  average shares outstanding
              
              
              21,096,969
              
              
              21,096,969Income
                  (Loss) per share
              
              $
              0.00
              
              $
              (0.00
              )Some
                  per share amounts may be less than $.01 and will appear as $(0.00)
                  or
                  $0.00
  THE
        ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
        STATEMENTS
  F-4


**MULTI
                SOLUTIONS, INC. AND SUBSIDIARY**CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCYYears
                ended January 31, 2006 and 2005




Common
                Stock
            
            Additional
                paid-in
            
            Accumulated
            
            Total
                Stockholders'Shares
            
            Amount
            
            capital
            
            deficit
            
            DeficiencyBalance
                at January 31, 2005
            
            
            21,096,969
            
            $
            21,098
            
            $
            9,232,227
            
            $
            (11,171,114
            )
            $
            (1,917,789
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (30,321
            )
            
            (30,321
            )Balance
                at January 31, 2006
            
            
            21,096,969
            
            $
            21,098
            
            $
            9,232,227
            
            $
            (11,201,435
            )
            $
            (1,948,110
            )Net
                income
            
            
            
            
            
            
            
            
            
            
            
            26,068
            
            
            26,068Balance
                at January 31, 2007
            
            
            21,096,969
            
            $
            21,098
            
            $
            9,232,227
            
            $
            (11,175,367
            )
            $
            (1,922,042
            )


THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
      STATEMENTS




F-5




**MULTI
                  SOLUTIONS, INC. AND SUBSIDIARY**CONSOLIDATED
                  STATEMENTS OF CASH FLOWS
  Year
                  EndedJanuary
                  31,2007
              
              2006Cash
                  flows from operating activitiesNet
                  (loss)
              
              $
              26,068
              
              $
              (30,321
              )Adjustments
                  to reconcile net income to net cashprovided
                  by operating activitiesDepreciation
                  and amortization
              
              
              -
              
              
              -Gain
                  from deconsolidation of Netcast subsidiary
              
              
              (113,000
              )
              
              -Changes
                  in assets and liabilitiesAccounts
                  receivable
              
              
              -
              
              
              1,025Accrued
                  payroll
              
              
              -
              
              
              (1,105
              )Accounts
                  payable and accrued expenses
              
              
              38,508
              
              
              (48,666
              )Due
                  to officer
              
              
              -
              
              
              (37,075
              )Interest
                  accrued on convertible debentures
              
              
              14,160
              
              
              2,880Deferred
                  revenues
              
              
              -
              
              
              (4,998
              )Net
                  cash (used) by operating activities
              
              
              (34,264
              )
              
              (118,260
              )Cash
                  flows from investing activities-Net
                  cash used in investing activities
              
              
              -
              
              
              -Cash
                  flows from financing activitiesAdditional
                  loans from holders of convertible debentures
              
              
              22,500
              
              
              -Increse
                  in convertible debentures
              
              
              -
              
              
              140,000Net
                  cash provided (used) by financing activities
              
              
              22,500
              
              
              140,000NET
                  INCREASE (DECREASE) IN CASH
              
              
              (11,764
              )
              
              21,740Cash
                  at beginning of year
              
              
              23,652
              
              
              1,912Cash
                  at end of period
              
              $
              11,888
              
              $
              23,652


THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
      STATEMENTS




F-6


Multi
      Solutions, Inc. and Subsidiaries


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


January
      31, 2007 and 2006




NOTE
      A -
      FINANCIAL STATEMENTS - BASIS OF REPORTING





The
      Company's consolidated 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 Company ceased operations
      in March 2005, disposed of or abandoned assets but continues to owe significant
      liabilities. There were significant losses from operations which occurred in
      this period and continued until operations ceased. The Company used cash flows
      for operations of ($34,264)for the year ended January 31, 2007 and has no
      meaningful cash reserves. Stockholders’ deficiency as of July 31, 2007 was
      ($1,922,042) as compared to approximately $877,000 as of January 31, 2002,
      which
      is mostly the result of losses from the period of February 1, 2002 through
      January 31, 2007 of approximately $1,027,000.





Current
      liabilities still exceed cash and receivables by ($317,093) as of January 31,
      2007 indicating that the Company will not be able to meet its financial
      obligations for the foreseeable future. These factors indicate that the Company
      will not continue as a going concern unless it is acquired in a reverse merger
      transaction.





Current
      management is seeking acquisition of the Company through a reverse merger
      transaction The Company believes that these measures may provide sufficient
      liquidity for it to continue as a going concern.





We
      operated primarily through our subsidiaries:


Name
                  of Subsidiary
              
              Our
                  ApproximatePercentage OwnershipMulti
                  Soft, Inc.
              
              51.3%FreeTrek,
                  Inc.
              
              45.8%
                  (up to the date of sale of January 26, 2007)NetCast,
                  Inc.
              
              75%
                  (up to the date of sale of January 26,
                  2007)





Our
      financial statements were consolidated with our subsidiaries up to January
      31,
      2006. Incident to the divestiture of FreeTrek and NetCast, we deconsolidated
      the
      subsidiaries for the year ended January 31, 2007 and recognized a gain of
      $113,000 connected to NetCast’s litigation judgment payable. In January 2000,
      the operations of NetCast were discontinued. In January 2003, the operations
      of
      FreeTrek were discontinued. In March 2005, the operations of Multi Soft were
      discontinued and the Company ceased all operations except for obtaining
      additional financing and continuing efforts to find an acquirer.




NOTE
      B -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





1.  Principles
      of Consolidation





The
      accompanying consolidated financial statements for the year ended January 31,
      2007, include the accounts of the Company and its subsidiary, Multi Soft, Inc.
      For the year ended January 31, 2006, we included the subsidiaries: Multi Soft,
      FreeTrek and NetCast. All significant intercompany balances and transactions
      have been eliminated in consolidation.




F-7


Multi
        Solutions, Inc. and Subsidiaries
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 January
        31, 2007 and 2006


2.  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.





3.  Capitalization
      of Computer Software Development Costs





Capitalized
      software development costs relating to products for which technological
      feasibility has been established qualify for capitalization under Statement
      of
      Financial Accounting Standards 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 that product or (b) the straight-line method
      over
      the remaining useful life of the product, whichever is greater.





Multi
      Soft amortized, over a sixty-month period, the capitalized software costs for
      its Windows-based products. Multi Soft’s Windows products are compatible with
      Windows 98, 2000 and NT. The Company’s software engineers are continually
      modifying and enhancing the existing software products and developing new
      versions. Unamortized costs relating to Windows products at January 31, 2007
      and
      2006 were $NIL (net of valuation allowance of $210,000). During the quarter
      ended April 31, 2002, the capitalized development costs were written down to
      the
      net value expected to be realized through all future periods.





The
      capitalized development costs for FreeTrek were written off during the quarter
      ended April 30, 2002 as we later determined that the costs would never be
      realized.





4.  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.




F-8




Multi
      Solutions, Inc. and Subsidiaries


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


January
      31, 2007 and 2006




5.  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 the grant.





6.  Income
      (Loss) Per Share





The
      Company complies with the requirements of the Financial Accounting Standards
      Board issued Statement of Financial Accounting Standards No. 128, "Earnings
      per
      Share” ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation
      and disclosure requirements for earnings per share for entities with publicly
      held common stock or potential common stock. Net loss per common share - basic
      and diluted is determined by dividing the net loss by the weighted average
      number of common stock outstanding.





Net
      loss
      per common share - diluted does not include potential common shares derived
      from
      stock options and warrants (see Note C) because they are
      antidilutive.





7.  Estimates





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





8.  Income
      Taxes





The
      Financial Accounting Standards Board (FASB) issued Statement of Financial
      Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes,” which
      significantly changes 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.





9.  Valuation
      of long-lived assets





The
      Company reviews long-lived assets held and used for possible impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. The Company has recorded provision for the impairment
      of
      long-lived assets at January 31, 2006 as follows: capitalized software
      development costs - $210,000 and; amounts due from affiliates -
      $200,000.




F-9





Multi
      Solutions, Inc. and Subsidiaries


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


January
      31, 2007 and 2006




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





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





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





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





11.  Impact
      of Recent Accounting Pronouncements





In
      February, 2007, FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* including an amendment of FAS 115, or FAS 159. This statement provides companies
      with an option to report selected financial assets and liabilities at fair
      value. This statement is effective for fiscal years beginning after November
      15,
      2007 with early adoption permitted. We are assessing FAS No. 159 and have not
      yet determined the impact that the adoption of FAS No. 159 will have
      on our results of operations or financial position, if any.





In
      September 2006, the FASB issued SFAS No. 158 Employers' Accounting for
      Defined Benefit Pension and Other Postretirement Plans - an Amendment of FASB
      Statements No. 87, 88, 106, and 132(R). This statement requires a company
      to recognize the funded status of a benefit plan as an asset or a liability
      in
      its statement of financial position. In addition, a company is required to
      measure plan assets and benefit obligations as of the date of its fiscal
      year-end statement of financial position. The recognition provision of this
      statement, along with additional disclosure requirements, is effective for
      fiscal years ending after December 15, 2006, while the measurement date
      provision is effective for fiscal years ending after December 15, 2008.
      Management believes that adoption of this statement will not have any impact
      on
      the financial position of the Company.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the
      definition of fair value, establishes a framework for measuring fair value,
      and
      expands on required disclosures about fair value measurement. SFAS 157 will
      be
      effective for the Company on January 1, 2008 and will be applied
      prospectively. The Company is currently assessing whether adoption of SFAS
      157
      will have an impact on our financial statements but does not believe the
      adoption of SFAS 157 will have a material impact on the Company’s financial
      position, cash flows, or results of operations.




F-10





Multi
      Solutions, Inc. and Subsidiaries


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


January
      31, 2007 and 2006




In
      June,
      2006, the FASB issued Interpretation No. 48, *Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement
      No. 109, Accounting for Income Taxes* (FIN48),
      to create a single model to address accounting for uncertainty in tax positions.
      FIN 48 clarifies the accounting for income taxes by prescribing a minimum
      recognition threshold a tax position is required to meet before being recognized
      in the financial statements. FIN 48 also provides guidance on derecognition,
      measurement, classification, interest, and penalties, accounting in interim
      periods, disclosure and transition. The Company adopted FIN 48 as of
      January 1, 2007 and the adoption did not have a material impact to the
      Company's consolidated financial statements or effective tax rate and did not
      result in any unrecognized tax benefits.





Interest
      costs and penalties related to income taxes are classified as interest expense
      and general and administrative costs, respectively, in the Company's
      consolidated financial statements. For the years ended January
      31, 2007 ,
      the
      Company recognized any interest expense related to income taxes of $2,800.
      The
      Company is currently subject to a three year statue of limitations by major
      tax
      jurisdictions. The Company and its subsidiaries file income tax returns in
      the
      U.S. federal jurisdiction.





NOTE
      C -
      LITIGATION





From
      time
      to time, the Company is party to what it believes are routine litigation and
      proceedings that may be considered as part of the ordinary course of its
      business. Except for the proceedings noted below, the Company is not aware
      of
      any pending litigation or proceedings that could have a material effect on
      the
      Company's results of operations or financial condition.





As
      of
      October 17, 2006, there is one outstanding judgment against the
      Company:




·
            New
                York State Department of Taxation and Finance for $1,275 filed on
                May 24,
                2004.





As
      of
      October 17, 2006, there are four outstanding judgments against Multi Soft,
      Inc.:




·
            New
                York State Department of Taxation and Finance for $13,889 filed on
                March
                26, 2002.





·
            New
                York State Department of Taxation and Finance for $6,691 filed on
                April
                22, 1994.





·
            State
                of New Jersey for $5,183.78 filed August 24,
                1994.





·
            A
                commercial service provider for $15,972 filed on March 14,
                2003.





All
      of
      the above mentioned judgments are reflected in the balance sheets under various
      captions in current liabilities.





In
      May
      1997, a lawsuit was commenced against NetCast by former consultants for
      approximately $113,000. The Company vigorously defended the lawsuit. During
      the
      fiscal year ended January 31, 2000 this lawsuit was found in favor of the
      plaintiff. Although NetCast is liable for the damages from this lawsuit, it
      has
      no assets and has discontinued operations. Consequently, no future income will
      be earned and NetCast will never have any assets. The Company is not liable
      for
      the debts of NetCast. The liability for this award has been included in the
      consolidated financial statements as of January 31, 2006 under the caption
      “Litigation judgment payable - NetCast subsidiary” This liability no longer
      appears on the Company’s balance sheet as of January 31, 2007 as a result of the
      deconsolidation of NetCast incident to the sale of the Company’s investment in
      it on January 26, 2007.





F-11


Multi
        Solutions, Inc. and Subsidiaries
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 January
        31, 2007 and 2006


NOTE
      D -
      STOCKHOLDERS’ DEFICIENCY





Stock
      and Option Compensation Plan




In
      June
      1993, the Company adopted an Employee, Consultant and Advisory Stock and Option
      Compensation Plan (the “Plan”). Pursuant to the terms of the Plan, an aggregate
      of up to 2,500,000 shares of common stock, $0.001 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. To date, an aggregate of 1,477,380
      shares has been issued pursuant to the Plan **.**





Prior
      Period Adjustment




Effective
      for the quarter ended April 30, 2002, management of the Company determined
      that
      the liability of $113,000 for the NetCast litigation judgment awarded during
      the
      fiscal year ended January 31, 2000, should have been recorded and reflected
      on
      the consolidated balance sheets. Accordingly, the opening accumulated deficit
      was adjusted by the previously omitted liability of $113,000.





Common
      Stock and Warrant for Services




On
      September 15, 2006, the Board of Directors resolved to compensate the company’s
      internal accountant for services rendered as follows: issue 1,050,000 shares
      of
      the Company’s common stock and cashless warrants for the purchase of 3,930,000
      shares of the Company’s common stock exercisable at $.001 per
      share.





Also
      on
      the same date, the Board of Directors of Multi Soft, Inc. resolved to compensate
      the company’s internal accountant for services rendered as follows: issue
      675,000 shares of Multi Soft, Inc. common stock and cashless warrants for the
      purchase of 2,565,000 shares of Multi Soft, Inc. common stock exercisable at
      $.001 per share.





These
      shares were never issued. While no definitive agreement has been reached, the
      Company is negotiating with the accountant to allow rescission of the resolution
      and enter into a cash settlement of approximately $30,000 which will also
      provide for completion of the accounting for the year ended January 31, 2007
      and
      the quarters ended April 30, 2007 and July 31, 2007 at an estimated fee of
      $12,000. Accordingly, as the shares were never issued, the transaction was
      not
      recorded, but the Company accrued $18,000 representing the settlement for work
      performed prior to January 31, 2007.





NOTE
      E -
      COMMITMENTS AND OTHER COMMENTS





NetCast
      Subsidiary:




NetCast,
      Inc. is a subsidiary company 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. The
      Company currently owns 75% of NetCast. The Board of Directors consists of two
      officers, Charles Lombardo and Miriam Jarney. NetCast developed certain software
      products and attempted to raise private funding for its operations.




F-12


Multi
        Solutions, Inc. and Subsidiaries
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 January
        31, 2007 and 2006


In
      January 2000 the Board of Directors decided to discontinue any further
      operations of NetCast, Inc. with the result that a loss from discontinued
      operations in the amount of $87,462 was reflected in the statement of operations
      for the fiscal year ended January 31, 2000.





NOTE
      F -
      SUPPLEMENTAL INFORMATION





Supplemental
      disclosures of cash flow information for the years ended January 31, 2007 and
      2006 are as follows:





2007
            
            2006Cash
                paid during the year for interest
            
            $NIL
            
            $NILCash
                paid during the year for income taxes
            
            $NIL
            
            $NIL





NOTE
      G -
      INCOME TAXES





The
      Company and its subsidiaries are delinquent in filing Federal and state income
      tax returns. The last tax returns filed were for the year ended January 31,
      2002.





As
      a
      result of losses incurred in recent years, the Company and its subsidiaries
      separately have net operating loss carry-forwards available to offset future
      federal taxable income of approximately $8.1 million as of January 31, 2002
      (estimated at approximately $9 million at January 31, 2006, after the filing
      of
      tax returns which has not as yet been done). These losses expire at various
      dates through 2022. Because of the uncertainty in the Company's ability to
      utilize the net operating loss carryforwards, a full valuation allowance of
      approximately $2,754,000 has been provided on the deferred tax asset.





Internal
      Revenue Code Section 382 places a limitation on the utilization of Federal
      net
      operating loss and other credit carryforwards when an ownership change, as
      defined by the tax law, occurs. Generally, this occurs when a greater than
      50
      percentage point change in ownership occurs. Accordingly, the actual utilization
      of the net operating loss carryforwards and other deferred tax assets for tax
      purposes may be limited annually under Code Section 382 to a percentage (about
      5%) of the fair market value of the Company at the time of any such ownership
      change. Once the ownership changes referred to in Subsequent Events herein
      are
      effectuated, the Company may no longer be able to utilize the net operating
      loss
      carryovers.





The
      Company adopted, effective February 1, 1993, SFAS No. 109, “Accounting for
      Income Taxes.” Under the liability method specified by SFAS No. 109, “Accounting
      for Income Taxes” deferred tax assets and liabilities are determined based on
      the difference between the financial statement and tax basis of assets and
      liabilities 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 revenues and allowance for uncollectible
      accounts. Due to the aforementioned net operating loss carryovers, there is
      no
      deferred or current tax expense, nor any tax assets or tax liabilities.




F-13


Multi
        Solutions, Inc. and Subsidiaries
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 January
        31, 2007 and 2006


NOTE
      H -
      RELATED PARTY TRANSACTIONS





Multi
      Soft, from time to time, paid incidental expenses of Multi Solutions and
      allocates its share of certain overhead items. These items are charged to an
      intercompany receivable. Multi Soft has not been receiving payments of these
      balances. The balance due from Multi Solutions was $390,398 as of January 31,
      2007.





Multi
      Soft provided certain services and office space to NetCast, Inc., a subsidiary
      of Multi Solutions. NetCast discontinued its operations so no reimbursement
      of
      these amounts is expected.





Multi
      Soft provided office space, consulting, and administrative services to FreeTrek.
      Inc. Multi Soft billed FreeTrek for these services and expense allocations,
      but
      those amounts were never collected and they were written off. All of these
      transactions were eliminated in consolidation.





F-14


Multi
        Solutions, Inc. and Subsidiaries
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 January
        31, 2007 and 2006


NOTE
      I -
      SECURITY PURCHASE AGREEMENT





On
      April
      25, 2005, the Company entered into a Security Purchase Agreement among Robert
      L.
      Frome, Bridge Ventures, Inc. (the “Purchasers”), Multi Soft, and two principal
      shareholders of the Company and Multi Soft, Charles J. Lombardo, former
      chairman, president, and CEO of the Company ("Lombardo"), and Miriam G. Jarney,
      executive vice president and director of the Company ("Jarney") (the
      "Agreement"). Pursuant to the Agreement, Multi Solutions issued $70,000
      principal amount of its 6% Convertible Debentures due May 1, 2006 ("Multi
      Debentures") to the Purchasers, and Multi Soft issued $24,000 principal amount
      of its 6% Convertible Debentures due May 1, 2006 ("Multi Soft Debentures")
      to
      the Purchasers. The Agreement provided for, among things, (a) repayment of
      certain liabilities totaling $94,000 of both the Company and Multi Soft, (b)
      the
      resignation of Lombardo and Jarney as principal executive officers and
      directors, and (c) certain preemption rights between the Purchasers and
      shareholders of the Company and Multi Soft.





The
      Multi
      Debentures are convertible into 49,226,262 shares of the Company’s common stock,
      $.001 par value. The Multi Soft Debentures are convertible into 31,988,980
      shares of Multi Soft common stock, $.001 par value. As of
      the date of this Report, the Company has 40,000,000 shares of authorized common
      stock, with 21,096,969 shares outstanding. Multi Soft has 30,000,000 shares
      of
      authorized common stock, with 13,709,477 shares outstanding.





Pursuant
      to the Agreement, the Company and Multi Soft appointed Jerome Goubeaux as
      President and director, and Ken Roberts as Secretary and director: the sole
      officers and directors for each company.





On
      May
      27, 2005, the Company and Multi Soft entered into a Debenture Purchase Agreement
      with Michael Potter (“Potter”) - whereby the Company issued to Potter $35,000
      principal amount of its Multi Debentures, and Multi Soft issued $12,000
      principal amount of its Multi Soft Debentures.





Although
      insufficient amounts of common stock are authorized to allow full conversion
      of
      the Multi and Multi Soft Debentures, the Agreement provided for voting proxies
      from Lombardo and Jarney to the Purchasers to facilitate amending the companies'
      articles of incorporation. Subsequent to amending the Company's and Multi Soft's
      articles of incorporation to increase the authorized shares, and assuming the
      full conversion of Multi and Multi Soft Debentures, the Purchasers will own
      approximately 52% of the Company and Multi Soft outstanding common stock, and
      Potter will own approximately 26% of the Company and Multi Soft outstanding
      common stock.





NOTE
      J --
      REGULATORY COMMUNICATIONS





On
      July
      27, 2005, the Company received a letter from the Securities and Exchange
      Commission, notifying the Company that it was subject to deregistration pursuant
      to Section 12 of the Exchange Act for failure to comply with SEC reporting
      requirements. The Company responded and provided the SEC with a timetable for
      filing all delinquent reports and to comply with the Exchange Act by October
      31,
      2006. The Company believes has complied with the Exchange Act for fiscal periods
      through October 31, 2006, but is again delinquent with filings for the year
      ended January 31, 2007 (this report) and April 30, 2007. Although there have
      been no recent communications with the SEC since the above mentioned issues,
      there can be no assurance that it will comply, or that its compliance will
      be
      sufficient to forestall deregistration.




F-15


Multi
        Solutions, Inc. and Subsidiaries
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 January
        31, 2007 and 2006


NOTE
      K -
      SUBSEQUENT EVENTS





On
      March
      30, 2007, Multi Sub Inc., a New Jersey corporation, was formed as a wholly-owned
      subsidiary of Multi Solutions, Inc.





On
      April
      20, 2007, the Company entered into an Agreement and Plan of Merger with its
      wholly-owned subsidiary Multi Sub, Inc., a New Jersey corporation , USA Real
      New
      Technology, Inc., a New Jersey corporation ("Real New") and direct parent of
      Shaanxi Real New Technology Co., Ltd., a limited liability corporation
      incorporated under the laws of The People's Republic of China, Robert L. Frome
      ("Frome"), an individual, Bridge Ventures, Inc., a Florida corporation ("Bridge
      Ventures"), and Michael Potter, an individual ("Potter") (Frome, Bridge Ventures
      and Potter are hereinafter collectively referred to as the "Controlling
      Shareholders"). Pursuant to the Agreement, Multi Sub Inc. was to merge with
      and
      into Real New. At the closing of the Agreement, the Controlling Shareholders
      were to have converted a portion of the Registrant's 6% Convertible Debentures
      (the "Debentures") held by the Controlling Shareholders into 18,903,031 shares
      of common stock of the Registrant, such amount representing 47.3% of the
      40,000,000 issued and outstanding shares of common stock, and was to issue
      these
      shares to the shareholders of Real New in addition to the unconverted Debentures
      In consideration of the issuance of the shares and the unconverted Debentures,
      Real New shall pay to the Controlling Shareholders an aggregate of $200,000
      and
      2% of the outstanding capital stock of the Registrant subsequent to a reverse
      stock split of one share for every 64 shares outstanding. The merger was
      scheduled to close on or about May 15, 2007, but no later than May 31,
      2007.





On
      July
      3, 2007, the Company sent a termination notice ("Termination Notice") to the
      parties of the Agreement and Plan of Merger dated April 20, 2007. The Agreement
      required that Real New provide audited financial statements to the Company
      by
      June 30, 2007. This due date was previously extended from May 31, 2007. As
      of
      the date of the Termination Notice, Real New had not provided the audited
      financial statements required by the Agreement. The Company’s Board of Directors
      and the Controlling Shareholders determined that due to this material breach
      and
      other considerations, it was in the best interests of the Registrant and its
      shareholders to terminate the Agreement.





F-16


**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant has duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.


MULTI SOLUTIONS, INC.Dated: August
              21, 2007
            By:
            /s/ Jerome
              GoubeauxName:
              Jerome GoubeauxTitle:President
              and Director




Dated: August
              21, 2007
            By:
            /s/ Ken
              RobertsName:
              Ken RobertsTitle:Secretary
              and Director