SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

              [X] ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 31, 2001
                                       OR
            [ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-12162
                   ---------

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


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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange Act,  during the past 12 months (or for
such shorter  period that the  registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.
                                                       Yes [X]   No [ ]

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

The Issuer's  consolidated  revenues for the fiscal year ended  January 31, 2001
were: $285,641.

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant based on the average of the closing ask ($0.16) and ($0.13) bid price
of such stock, as of May 11, 2001 is $2,131,711 based upon $0.145  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 May 11, 2001, 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 [ ]  No [X]

<PAGE>

                              MULTI SOLUTIONS, INC.
                                   Form 10-KSB
                           Year Ended January 31, 2001

                                Table of Contents
                                                                            Page
                                                                            ----

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

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

DEFINITIONS:...................................................................6

ITEM 2.  PROPERTIES............................................................8

ITEM 3.  LEGAL PROCEEDINGS.....................................................9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................9

PART II.......................................................................10

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS..................................................10

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS..................................11

ITEM 7.  FINANCIAL STATEMENTS.................................................13

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURES............................................14

PART III......................................................................15

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT....................15

ITEM 10. EXECUTIVE COMPENSATION...............................................17

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......19

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................20

PART IV.......................................................................20

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................20

SIGNATURES....................................................................22

SUPPLEMENTAL INFORMATION                                                      23

FINANCIAL STATEMENTS                                                          F1

<PAGE>

                                     PART I
                                     ------

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

GENERAL
-------

     During our fiscal year ended January 31, 2001, we :

     o    supported, our subsidiary, Multi Soft, Inc; and

     o    supported   our   subsidiary,   FreeTrek,   Inc.,   to  market  a  new
          software-based  tool  and  promotion  program  for  tapping  into  the
          marketing  communications  potential  of the  internet -  FreeTrek  is
          offering major  marketers the  opportunity  to communicate  one-to-one
          with  carefully  defined  private  networks  of  their  most  valuable
          customers.

     The operations of Multi Soft and FreeTrek 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.

     Multi  Soft   produces,   markets  and   maintains   three   communications
front-ending, client-server and cooperative processing technologies called:

     o    COMRAD,  which stands for  Component  Object  Model Rapid  Application
          Development, for 32 bit Windows 95, 98, and NT;
     o    The Windows Communications LibraryTM, commonly referred to as WCL, for
          Windows 3x, 95, 98 and NT; and
     o    INFRONT for DOS.

     See the discussion below under "Multi Soft's Product Line" for more details
on these products.

MULTI SOFT'S TECHNOLOGY
-----------------------

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

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

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

                                       1
<PAGE>

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

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

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

MULTI SOFT'S PRODUCT LINE
-------------------------

     Multi Soft's Product line consists of three product sets:

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

     COMRAD

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

     WCL

     WCL is a toolkit and a set of dynamic linked  libraries,  commonly referred
to as DLLs,  that work in conjunction  with Windows 3270  emulation  products to
provide easy  integration  of data and  processing  between local area networks,
commonly referred to as PC/LANs, and the mainframe.  Any of the standard Windows
development tools such as PowerBuilder,  Visual Basic, and C++, can be used with
WCL to create the client application  because WCL is an open  architecture.  WCL
supports the

                                       2
<PAGE>

development  of GUI  front-ends  --  client-server  applications  that  use  the
mainframe as a server and for integrity control and distribution management. The
WCL toolkit provides an automated development  environment that includes,  among
other things:

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

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

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

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

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

     INFRONT

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

     o    an intelligent forms subsystem with

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

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

                                       3
<PAGE>

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

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

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

     o    other utilities such as code libraries and forms libraries.

KEY SERVICES PROVIDED BY MULTI SOFT
-----------------------------------

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

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

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

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

     CONTRACT  TECHNICAL  CONSULTING  SERVICES  include  services related to the
technical  expertise of Multi Soft's staff. In the past, Multi Soft has provided
technical  consulting  services on a contract basis to our subsidiary,  NetCast,
Inc. and it currently is providing  technical  consulting services on a contract
basis to our subsidiary,  FreeTrek. Multi Soft hopes to provide such services to
unaffiliated companies as well.

CLIENTS
-------

     Multi  Soft's  past  and  current  client  base  spans  over  40,000  users
throughout approximately 125 Fortune 500 companies. Customers that have licensed
Multi Soft's products include*:

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

------------------------
* We cannot  confirm  which of these  clients is  actively  using  Multi  Soft's
products.

                                       4
<PAGE>

IN-HOUSE MARKETING AND SALES
----------------------------

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

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

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

IBM
---

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

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

                                 FREETREK, INC.

     We formed FreeTrek, Inc. as FreeTrek.Com,  Inc. under the laws of the state
of New Jersey in April 1999. At present,  we own approximately 52% of FreeTrek's
issued and  outstanding  shares of common stock.  The balance is held by private
investors  who  provided   services  and  cash  to  fund  the  initial  software
development and other start-up activities.

     FreeTrek  is a business to business  to  consumer  affinity  group  service
company,  commonly  referred to as a B2B2C affinity group service company,  that
markets its products and services to businesses,  referred to as sponsors,  that
want to create an Internet  community of their current and future customers.  We
refer to this as a virtual private community or VPC.  FreeTrek's  program,  is a
complete

                                       5
<PAGE>

turnkey  service for a sponsor  which creates and maintains the sponsor's VPC on
the Internet. We have not made any sales to date.

     We formed FreeTrek to:

     o    market a promotional program to institutions and associations pursuant
          to which they can provide their clients and members with free internet
          access  while  defraying  the  cost of  providing  such  service  with
          advertising; and

     o    create a  carefully  defined  database  of  internet  users  from this
          promotional program that will be attractive to major advertisers.

     We plan to take  advantage of  companies,  institutions  and  associations,
which already have users/customers connected to the Internet or have a strategic
need for their users/customers to be so connected.

     We believe that many banks,  brokerage houses, large retailers,  publishers
and financial institutions, to name some, have a long-term strategic interest in
conducting  on-line commerce in order to reduce  transaction costs. In addition,
many professional  associations such as medical or legal associations may have a
significant interest in offering their members on-line services.

DEFINITIONS:

     1.   VIRTUAL PRIVATE COMMUNITY - A Virtual Private Community is a community
          of members who have a commonality of interests. It:

          o    is identified,  created and managed by a  commercially  motivated
               community builder, a sponsor;

          o    is defined by the nature of the common interests of the members;

          o    focuses on member interests; and

          o    it integrates content and communication.

     2.   SPONSOR - A sponsor is a company,  institution,  or association with a
          tactical and strategic need to create a VPC and which pays or plans to
          pay the Internet ISP cost for the members of its VPC.

                                       6
<PAGE>

     3.   FREETREK.COM(TM) PROGRAM - The FreeTrek.Com(TM) Program is an Affinity
          Group "Opt-in  Permission  Marketing" service offered to sponsors that
          want to create a VPC.  The  FreeTrek.Com(TM)  Program,  is a  complete
          turnkey  service  for  a  sponsor  which  creates  and  maintains  the
          sponsor's VPC on the Internet.

          Sponsors   consisting  of  interested   companies,   institutions  and
          associations offer or might offer Internet service to their clients as
          a  premium/incentive  to increase  their  business with their existing
          client  base  or  attract  new  clients.  Sponsors  do this  for  both
          tactical, to open up new accounts, and strategic, to lower transaction
          costs, reasons.  FreeTrek plans to help mitigate this cost by offering
          these sponsors an advertising  profit sharing program.  Each sponsor's
          clients  will  get free  Internet  access.  The  access  will  contain
          advertising.  Advertising  profits  will be shares by the  sponsor and
          FreeTrek.  Assuming sufficient  advertising revenues,  the sponsor may
          recover the entire  Internet fee paid, in addition to a profit as part
          of its advertising profit sharing program with FreeTrek.

          As the number of sponsor networks increase,  FreeTrek will be creating
          and expanding a database of national  Internet users with demographics
          which,  in  turn,  should  increase  the  amount  that  it can  charge
          advertisers.

     4.   FREETREK PORTAL - The FreeTrek Portal consists of two main components:

          o    the commercial space, which is 60 pixels high by 468 pixels wide,
               and

          o    the sponsor's  logo space,  which is 60 pixels high by 100 pixels
               wide.

          FreeTrek  can make this  portal any size the sponsor  wishes,  but for
          purposes of this trial  program it is assume that our standard  Portal
          shall be used. There are approximately 72 pixels to the inch.

     During  the  fiscal  year  ended   January  31,   2000,   FreeTrek   raised
approximately   $621,000  in  gross  proceeds  in  a  private  offering  of  its
securities.  During the fiscal year ended  January  31,  2001,  FreeTrek  raised
approximately   $325,000  in  cash  and  approximately  $212,500  in  marketable
securities  from private  offerings of its  securities.  FreeTrek is using these
proceeds to continue to develop and to market its products and services.

                                  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)
has been reflected in our consolidated  financial statements for the fiscal year
ended January 31, 2000 as a loss from discontinued operations.  For more detail,
please see our  audited  consolidated  financial  statements  at the end of this
report and the discussion contained in Part II. Item 6. "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

                                       7
<PAGE>

Employees
---------

     We are essentially a holding company.  Accordingly,  we have two employees,
our  executive  officers:  Charles J. Lombardo and Miriam  Jarney.  Multi Soft's
employees devote such time as is necessary to our business.

     Multi Soft has eight full time  employees,  including Mr.  Lombardo and Ms.
Jarney,  one support  personnel,  four technical and engineering  personnel plus
several  independent  consultants,  which  work for the  company on an as needed
basis.

     At this time, FreeTrek has two employees,  our executive officers:  Charles
J. Lombardo and Miriam  Jarney.  Multi Soft's  employees  devote such time as is
necessary to Freetrek's business.

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

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

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

     FreeTrek  competes 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.  In addition,  many  competitors  have more
extensive  facilities  than those  which now or in the  foreseeable  future will
become  available to FreeTrek.  We believe  that  FreeTrek's  ability to compete
primarily  will depend upon the  effectiveness  of its  products and services to
retain and increase client and membership base compared to the  effectiveness of
the services provided by its competitors.

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

     We use Multi Soft's facilities,  at no charge,  consisting of approximately
3,300 square feet of office  space at 4262 US Route 1,  Monmouth  Junction,  New
Jersey 08852, which Multi Soft leases from C&S Consulting, Inc., a company owned
by our  Chairman and his wife.  C&S  Consulting,  Inc.  leases the space from an
unaffiliated party. The lease commenced on December 1, 1993 and is terminable at
any time on three  months  notice.  Monthly  rent was  increased  from $5,200 to
$5,600 beginning in November 1999. Multi Soft is responsible for all utilities.

                                       8
<PAGE>

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

     We are not presently a party to any material  litigation.  However,  We and
Multi Soft 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.

     In May 1997, a lawsuit was commenced  against NetCast in the Superior Court
of New Jersey by former  consultants  for  approximately  $113,000  for services
rendered.  Netcast  contested  the claim and  contended  that no  services  were
rendered nor product  delivered.  While Netcast defended the lawsuit,  the court
found in favor of the plaintiff.

Tax Liens
---------

     Certain  federal,   state  taxes,   interest,   and  penalties  aggregating
approximately $13,000 remain unpaid at January 31, 2001.

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

     No matters were submitted to a vote of our security holders during the last
quarter of our fiscal year ended January 31, 2001.

                                       9
<PAGE>

                                     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 are  quoted on The OTC  Bulletin  Board  (symbol:
"MULT").

     The following tables set forth the range of high and low closing bid prices
for the our Common  Stock on a quarterly  basis for the past two fiscal years as
reported  by the Pink Sheets LLC (which  reflect  inter-dealer  prices,  without
retail  mark-up,  mark-down,  or commission  and may not  necessarily  represent
actual transactions).

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

     Period - Fiscal Year 2000                            High          Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 19998                 .38           .22
     Second Quarter ending July 31, 19998                 .25           .16
     Third Quarter ending October 31, 1999                .22           .14
     Fourth Quarter ending January 31, 2000               .57           .14

     Period - Fiscal Year 2001                            High          Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 2000                  2.75          .48
     Second Quarter ending July 31, 2000                  .79           .45
     Third Quarter ending October 31, 2000                .85           .25
     Fourth Quarter ending January 31, 2001               .44           .10

     (b) Holders -- There were approximately 802 holders of record of our common
stock as of May 9, 2001,  inclusive of those  brokerage  firms  and/or  clearing
houses  holding our  securities  for their  clientele  (with each such brokerage
house and/or clearing house being considered as one holder).

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

                                       10
<PAGE>

Issuances of Common Stock
-------------------------

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

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

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

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

     We  generated  revenues  for the fiscal  year  ended  January  31,  2001 of
$285,641  compared to revenues  of  $630,362  in fiscal year  2000.The  revenues
during these periods were  generated by our  subsidiary,  Multi Soft. We believe
that the decrease of $344,721,  or  approximately  54.7%, was due primarily to a
decrease  in  Multi  Soft's  license  and  maintenance  fees  offset  in part by
increases  in  consulting  fees.   License  fee  revenue  decreased  $91,356  or
approximately  51.6%, and maintenance fees decreased $307,524,  or approximately
69.1%. Consulting and other fees increased $54,159 or approximately 654.8%.

     Multi Soft's two  traditional  principal  sources of revenues  were license
fees and maintenance fees which represented  approximately  78.2% or $223,211 of
revenues in fiscal 2001 and 98.7% or $622,091 of revenues in fiscal 2000.

     We  believe  that the  decrease  in  license  fees was due  primarily  to a
reduction in software  sales.  We believe that the decrease in maintenance  fees
was due to the  non-renewal  of older  maintenance  contracts by  customers.  We
believe that the increase in consulting and other fees was due to an increase in
consulting projects for non-affiliate customers.

     Our operating expenses were $1,042,359 in the fiscal year ended January 31,
2001  compared to $748,401 in the fiscal year ended January 31, 2000 an increase
of  $293,958 or 39.3%.  We believe  that the  increase  was the result of higher
selling  and  administrative  costs  offset in part by lower  levels of software
development  costs charged to  operations  for the fiscal year ended January 31,
2001.

     We had other  income of $156,891 in the fiscal year ended  January 31, 2001
compared to other  income of $77,982 in the fiscal year ended  January 31, 2000,
an increase of $78,909 or 101.2%.  We believe  that the increase in other income
during the fiscal year ended  January 31, 2001 was primarily due to the addition
of minority share of consolidated subsidiary's loss during the fiscal year ended
January 31, 2001 compared to fiscal 2000.

     As a result of all the foregoing, we incurred a net loss in the fiscal year
ended  January 31, 2001 of $599,827  compared to a net loss of $127,519  for the
fiscal year ended January 31, 2000, an increase of $472,308.

Major Customer
--------------

     In fiscal 2001, no individual  customer accounted for a significant portion
of our revenues. In fiscal 2000, IBM accounted for 14% of our total consolidated
revenues.  IBM extended its contract with Multi Soft through  December 31, 1999;
however,  IBM has not renewed the  contract.  The loss of revenues from IBM will
have a materially adverse effect on our financial condition. Multi Soft has

                                       11
<PAGE>

offset the loss of revenues from IBM with revenues generated from our affiliate,
FreeTrek, for work related to the prior and ongoing development, maintenance and
enhancement of FreeTrek's  products.  However,  FreeTrek is a development  stage
company and,  although it is marketing its products and services,  it has yet to
make its first  sale.  Fees paid by  FreeTrek  have  come from the  proceeds  of
private placements of FreeTrek's  securities and of our securities.  If FreeTrek
is unable to generate substantial revenues or continue to raise funds,  revenues
received by Multi Soft from FreeTrek  most likely will  decrease and  eventually
cease. For more details about Multi Soft's contract with IBM, see the discussion
in Part I. Item 1. "Description of Business."

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

     At January 31, 2001, we had a working capital  deficiency of ($121,670) and
continue to  experience  cash flow  problems.  In fiscal year 2001,  we received
proceeds  from a private  placement  of our common  stock and the exercise of an
option  issued in  conjunction  with the  private  placement.  In  addition  our
subsidiary, Freetrek, received proceeds from a private placement of its shares.

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

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

     Working capital (deficiency)        ($121,670)               $164,436

     Current ratios                         .73:1                  1.36:1

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

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

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

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

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

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

                                       12
<PAGE>

     o    Multi Soft's ability to:
          o    continue to receive  royalties  from its existing  licensing  and
               consulting arrangements,
          o    develop additional marketable software and technology,
          o    compete with larger, better capitalized competitors, and
          o    reverse ongoing liquidity and cash flow problems;

     o    FreeTrek's ability to:
          o    support ongoing development and future product enhancements along
               with requisite testing;
          o    raise sufficient additional funds if needed;
          o    enlist and sustain a sufficient number of sponsors;
          o    sell and sustain sales of a significant amount of advertising;
          o    and operate profitably.

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, 2001

                                      INDEX

                                                                          Page #
                                                                          ------

     Report of Independent Certified Public Accountant                        F1

     Consolidated Balance Sheets - January 31, 2001 and 2000                  F2

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

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

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

     Notes to Financial Statements                                            F7

Schedules
---------

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

                                       13
<PAGE>

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

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

                                       14
<PAGE>

                                    PART III
                                    --------

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

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

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

Miriam G. Jarney             Executive Vice President, Secretary and Director

Larry Spatz                  Director

George Mansur Jr.            Director

James J. Kaput, Ph.D.        Director

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

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

     CHARLES  J.  LOMBARDO,  age 58,  has  been  our  Chairman  of the  Board of
Directors,  Chief Executive Officer, Chief Financial Officer and Treasurer since
August 1982. He has been Multi Soft's Chief Executive  Officer,  Chief Financial
Officer and Treasurer  since January 1985.  From 1972 to 1993, Mr. Lombardo also
served as the President of Petro-Art,  Ltd., an inactive  publicly owned company
and its wholly owned subsidiary JCT Enterprises, Inc. Mr. Lombardo was President
of Hopewell Graphic  Industries from 1969 through 1971 and from 1967 to 1969 was
associated  with Keystone  Computer  Associates as a staff member in the Physics
Section of the Systems  Analysis  Department.  From 1965 to 1967,  Mr.  Lombardo
served as a scientist in the Plasma  Physics  Department  of Raytheon  Space and
Information  Systems Division.  Mr. Lombardo has a Bachelor of Science degree in
Physics from Worcester  Polytechnic Institute (1964), a Master of Science degree
in Physics from Northeastern  University (1966) and has continued studies toward
a Ph.D.  in  Theoretical  Physics.  Mr.  Lombardo  is a Member  of the  American
Physical Society, The American  Mathematical Society, The Society for Industrial
and Applied Mathematics,  The American Association of Physics Teachers,  and the
Philosophy of Science Association.

     MIRIAM  G.  JARNEY,  age 60,  has been our  Executive  Vice  President  and
Secretary and a member of our Board of Directors  since  January  1982.  She has
been  Executive  Vice  President,  Secretary  and a Director of Multi Soft since
January  1985.   From  1973  to  February  1982,  Ms.  Jarney  was  a  marketing
representative  for National  CSS,  Inc., a computer  services  company that has
since been acquired by Dun & Cst,  Inc.  From 1972 through 1973,  Ms. Jarney was
associated  with  Mathematica,  Inc.,  which  originated a Data Base  Management
System called RAMIS, for which National CSS has exclusive  marketing rights. Ms.
Jarney has also  worked as a  computer  systems  analyst  for  Western  Electric
Company and Exxon  Corporation.  She  graduated  from the Hebrew  University  in
Jerusalem

                                       15
<PAGE>

with a degree in Economics and Statistics and has a Master's  degree in Computer
Science from Stevens Institute of Technology.

     LARRY SPATZ, age 58, has been a member of our Board of Directors since July
1989,  and a director of Multi Soft since May 1986. He has been Chief  Executive
Officer and Chairman of the Board of Heartthrob Enterprises,  Inc., a restaurant
and night club  management and  development  company since  September 1985. From
1982 to 1984, Mr. Spatz was President of Universal Petroleum,  Inc. From 1979 to
1982, he was Vice President and a director of Mercantile  Trading  Company.  Mr.
Spatz is also a director of Centrex  Communications  Systems, Inc. and Ultramed,
Inc.

     GEORGE  MANSUR,  JR.,  age 71, has been a member of our Board of  Directors
since March 1982.  Since March,  1984,  Mr. Mansur also has been Chairman of ALG
Corp.  and  Chairman of Auto Loan  Guarantee  Company,  as well as  President of
National Benefit Services Corp. and Executive Vice President of Benefit Services
Group,  Ltd.  Since  January  1981,  Mr. Mansur has been an officer of Petro-Art
Ltd., an inactive publicly owned New Jersey  corporation.  From 1971 to 1976, he
was  President  of  Benefit  Communications,  Corp.  From  1977 to 1978,  he was
marketing  director of Commercial  Credit Corp., and in 1979 and 1980, he was an
officer of Coronet  Graphics,  Ltd.  and Agri  Parogram,  Ltd.  Mr.  Mansur is a
Charter Member of the International Association of Financial Planners.

     DR.  JAMES J.  KAPUT,  age 59, has been a member of our Board of  Directors
since  July  1989.  He  has  been  a  Professor  of   Mathematics   at  Southern
Massachusetts  University  since 1968.  Since 1986,  he also has been a Research
Associate at Harvard University. Dr. Kaput received a B.S. Degree in Mathematics
from Worcester  Polytechnic  Institute in 1964 and a Ph.D. in  Mathematics  from
Clark University in 1968.

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

     To our  knowledge,  based  solely  on a  review  of such  materials  as are
required  by the  Securities  and  Exchange  Commission,  none of our  officers,
directors  or  beneficial  holders  of more than ten  percent  of our issued and
outstanding shares of Common Stock has failed to timely file with the Securities
and Exchange  Commission any form or report  required to be so filed pursuant to
Section  16(a) of the  Securities  Exchange  Act of 1934  during the fiscal year
ended January 31, 2001.

                                       16
<PAGE>

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 Executive Vice
President (collectively, "Principal Officers") for such period in all capacities
in which they served.  No other Executive  Officer  received total annual salary
and bonus in excess of $100,000.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                          ANNUAL COMPENSATION                                 LONG TERM COMPENSATION
------------------------------------------------------------   ---------------------------------------------------
                                                                         AWARDS                 PAYOUTS
------------------------------------------------------------   -----------------------     -----------------------
NAME &          FISCAL    SALARY ($)    BONUS   OTHER ANNUAL     RESTRICTED    OPTIONS      LTIP       ALL OTHER
PRINCIPLE        YEAR                    ($)    COMPENSATION    STOCK AWARD      SARS      PAYOUTS    COMPENSATION
POSITION                                             ($)            ($)                      ($)           ($)
------------------------------------------------------------------------------------------------------------------
<S>              <C>       <C>           <C>    <C>                  <C>          <C>        <C>           <C>
CHARLES J.       2001      $50,000       $0     (B) $ 4,167          $0           $0         $0            $0
LOMBARDO CEO     2000      $54,167       $0     (B) $16,700          $0           $0         $0            $0
                 1999      $12,500       $0     (A) $34,550          $0           $0         $0            $0
------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY    2001      $54,167       $0              $0          $0           $0         $0            $0
EXEC. V.P.       2000      $54,167       $0              $0          $0           $0         $0            $0
                 1999      $25,000       $0     (C) $16,000          $0           $0         $0            $0
------------------------------------------------------------------------------------------------------------------
</TABLE>

(A)  Consisting of $19,950 in consulting fees and common stock valued at $14,600
(B)  Consulting fees
(C)  Common stock valued at $16,000

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

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

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

                                       17
<PAGE>

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

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

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

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

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

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

     In November 1999, we issued 250,000 shares to Mr.  Lombardo in lieu of past
accrued salary of Multi Soft.

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

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

     In January of 1996, we issued  1,000,000 shares of our common stock to Mrs.
Jarney in lieu of accrued salary of Multi Soft.

                                       18
<PAGE>

     In November  1999, we issued  250,000  shares to Ms. Jarney in lieu of past
accrued salary of Multi Soft.

     Through fiscal 1997, Mr. Lombardo and Ms. Jarney accrued a portion of their
Multi Soft  salaries.  The balance due between  both  officers as of January 31,
2001, on a  consolidated  basis,  is $774,447  including  deferred  increases of
$586,605.  Since fiscal 1999, Mr. Lombardo and Ms. Jarney have relinquished that
portion of their annual  compensation that was owed but not paid for fiscal 1998
through fiscal 2000.

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

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                            AMOUNT AND NATURE OF     PERCENT OF CLASS (1)
                                                                     BENEFICIAL
                                                                     OWNERSHIP
-------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                          <C>
CHARLES J. LOMBARDO                                                4,389,272 (2)                20.8%
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, & TREASURER
1511 LAURIE LANE, YARDLEY, PA  19067
-------------------------------------------------------------------------------------------------------------
MIRIAM G. JARNEY                                                   1,989,100 (3)                 9.4%
EXECUTIVE VICE PRESIDENT, SECRETARY, DIRECTOR
21 DOERING WAY, CRANFORD, NJ  07106
-------------------------------------------------------------------------------------------------------------
LARRY SPATZ                                                            0 (4)                     0.0%
DIRECTOR
3175 COMMERCIAL AVE., SUITE 222
NORTHBROOK, IL  60062
-------------------------------------------------------------------------------------------------------------
JAMES J. KAPUT, PHD.                                                   10,000                     **
DIRECTOR
473 CHASE ROAD, N. DARTMOUTH, MA 02747
-------------------------------------------------------------------------------------------------------------
GEORGE E. MANSUR, JR.                                                  7,143                      **
DIRECTOR
1413 STATE RD., PHOENIXVILLE, PA  19460
-------------------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (5 PERSONS)        6,395,515 (4)                 30.3%
-------------------------------------------------------------------------------------------------------------
</TABLE>
**   Less than one percent.

(1)  Based upon 21,096,969 shares of common stock outstanding on May 9, 2001.

(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.

                                       19
<PAGE>

(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.

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 and plan to continue to acquire sufficient shares of
Multi Soft's common stock to assure our majority ownership in Multi Soft.

     Multi Soft subleases its office space from C&S Consulting,  Inc., a company
owned by our chairman and his wife. For more  information,  see "Part I. Item 2.
Description of Properties").

                                     PART IV
                                     -------

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

Exhibits
--------

 3.a      Certificate of Incorporation (1)
 3.b      By-Laws (1)
 4.a      Specimen Common Stock (1)
 4.b      Class A Warrant (1)
 4.c      Class B Warrant (1)
 4.d      Class C Warrant (4)
 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     Licensing Agreement with Widow, Inc. (6)
 10.e     Agreements with IBM (2)
 10.f     Copy of  Non-Qualified  Stock  Option  Plan,  Stock Grant  Program and
          Employee Incentive Stock Option Plan (3)
 10.g     Amendments to Non-Qualified Stock Option and Stock Grant Program (4)
 21.      List of Subsidiaries (7)

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

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.

                                       20
<PAGE>

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.

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-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.

7.   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, 2001.

                                       21
<PAGE>

                                   SIGNATURES

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

                                        MULTI SOLUTIONS, INC.


Dated: May 11, 2001                     By: /S/ Charles J. Lombardo
                                            ------------------------
                                            Chief Executive Officer,
                                            Chief Financial Officer
                                            and Secretary-Treasurer

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

SIGNATURES                  TITLE                                   DATE


/S/ Charles J. Lombardo                                             May 11, 2001
--------------------------
Charles J. Lombardo         Chairman of the Board of Directors,
                            Chief Executive Officer, Chief Financial
                            Officer and Secretary-Treasurer
                                                                    May 11, 2001
/S/ Miriam Jarney
--------------------------
Miriam Jarney               Executive Vice President, and Director

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


 .                                                                   May   , 2001
--------------------------
James Kaput, PhD.           Director


                                                                    May   , 2001
--------------------------
George E. Mansur, Jr.       Director

                                       22
<PAGE>

                            SUPPLEMENTAL INFORMATION

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

                                 Not Applicable.

                                       23
<PAGE>

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

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

To the Board of Directors
MULTI SOLUTIONS, INC.

I have audited the accompanying  consolidated balance sheets of MULTI SOLUTIONS,
INC.  AND  SUBSIDIARIES  as of  January  31,  2001  and  2000  and  the  related
consolidated statements of operations,  changes in stockholders' equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on our audit.

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

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

The accompanying  consolidated  financial statements have been prepared assuming
that the Company  and its  subsidiaries  will  continue  as going  concerns.  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.

STEWART W. ROBINSON

New York, New York
April 25, 2001

                                      -F1-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                              2001             2000
                                                                          ------------     ------------
ASSETS
CURRENT ASSETS
<S>                                                                       <C>              <C>
     Cash                                                                 $     22,846     $    342,207
     Accounts Receivable (net of allowance for doubtful
      accounts of  $49,412 and $37,486 for 2001 and 2000 respectively)         111,099          140,484
     Prepaid expenses and other current assets                                  22,641           44,992
     Marketable securities-at cost                                             168,000               --
     Subscriptions receivable                                                       --          100,000
                                                                          ------------     ------------
                                                                               324,586          627,683

FURNITURE AND EQUIPMENT
     Research and Development Equipment & Software                              24,982           74,982
     Office furniture and other equipment                                       84,590           61,874
                                                                          ------------     ------------
                                                                               109,572          136,856
     Less: Accumulated Depreciation                                            (45,172)         (27,515)
                                                                          ------------     ------------
                                                                                64,400          109,341

Organizational costs                                                            11,126           11,126
     Less: Accumulated Amortization                                             (5,912)          (4,569)
                                                                          ------------     ------------
                                                                                 5,214            6,557
OTHER ASSETS
     Capitalized software development costs                                  1,959,008        1,554,869
     Less accumulated amortization                                            (892,588)        (712,776)
                                                                          ------------     ------------
                                                                             1,066,420          842,093


                                                                          $  1,460,620     $  1,585,674
                                                                          ============     ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F2-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2001 and 2000

LIABILITIES AND STOCKHOLDERS'                          2001            2000
                                                   ------------    ------------
DEFICIENCY
CURRENT LIABILITIES
     Accrued payroll                               $     14,783    $     14,783
     Payroll and other taxes payable                     18,497          19,048
     Accounts Payable                                   119,920          95,692
     Accrued officer compensation                       187,842         206,192
     Deferred Revenues                                  105,214         127,532
                                                   ------------    ------------
                                                        446,256         463,247


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

MINORITY INTEREST IN SUBSIDIARY                         714,364         556,604

COMMITMENTS AND CONTINGENCIES -- Note F

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 40,000,000 shares
      $.001 par value, issued and outstanding            21,098          20,170
     21,096,969 (2001) and 20,169,827 (2000)
     Additional paid-in capital,                      9,219,532       8,886,456
     Accumulated deficit                             (9,527,235)     (8,927,408)
                                                   ------------    ------------
                                                       (286,605)        (20,782)

                                                   $  1,460,620    $  1,585,674
                                                   ============    ============

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F3-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                2001             2000
                                                            ------------     ------------
REVENUES
<S>                                                         <C>              <C>
      License fees                                          $     85,743     $    177,099
      Maintenance fees                                           137,468          444,992
      Consulting and Other fees                                   62,430            8,271
                                                            ------------     ------------
            Total revenues                                       285,641          630,362


EXPENSES
      Software development and technical support                 189,648          248,944
      Selling and administrative                                 852,711          499,457
                                                            ------------     ------------

            Total expenses                                     1,042,359          748,401
                                                            ------------     ------------

            (Loss)  from operations                             (756,718)        (118,039)

OTHER INCOME (EXPENSE)
      Interest/capital gain income (expense)                      12,649            3,589
      Minority share of consolidated subsidiary's loss           144,242           74,393
                                                            ------------     ------------
            Total other income                                   156,891           77,982

            Income (loss) before discontinued operations        (599,827)         (40,057)

     Loss from operations of discontinued subsidiary                  --          (87,462)
                                                            ------------     ------------

            Net (loss)                                      ($   599,827)    ($   127,519)
                                                            ============     ============


            Weighted average shares outstanding               20,779,754       19,527,207
                                                            ============     ============


            Income (loss) per share                         ($      0.03)             (a)
                                                            ============     ============
</TABLE>

            (a) less then $.01 per share

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F4-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY


<TABLE>
<CAPTION>
Years ended January 31, 2001 and 2000                                                    Total                          Total
                                                Common Stock             paid-in      Accumulated      Deferred      stockholders
                                            Shares         Amount        capital        deficit      Compensation     deficiency
                                         -----------    -----------    -----------    -----------     -----------     -----------

<S>                                       <C>           <C>            <C>            <C>             <C>             <C>
Balance at January 31, 1999               18,813,398    $    18,814    $ 8,681,760    ($8,845,000)    ($   20,564)    ($  164,990)

Issuance of restricted common stock        1,356,429          1,356        251,145                    ($   52,500)        200,001

Addition to Minority Interest used to
reduce loss absorbed at %100                                                               45,111              --          45,111

Amortization of stock grants                                                                               26,615          26,615

Net loss                                                                                 (127,519)                       (127,519)
                                         -----------    -----------    -----------    -----------     -----------     -----------


Balance at January 31, 2000               20,169,827         20,170      8,932,905     (8,927,408)        (46,449)        (20,782)

Issuance of restricted common stock           70,000             70            180                             --             250

Issuance of common stock                     857,142            857        299,143                                        300,000

Amortization of stock grants                                                                               33,754          33,754

Net loss                                                                                 (599,827)                       (599,827)

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

Balance at January 31, 2001               21,096,969    $    21,097    $ 9,232,228    $(9,527,235)    $   (12,695)    ($  286,605)
                                         ===========    ===========    ===========    ===========     ===========     ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F5-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                    2001           2000
                                                                 ----------     ----------
Cash flows from operating activities
<S>                                                              <C>            <C>
      Net Income (loss)                                          ($ 599,827)    $ (127,519)
      Adjustments to reconcile net income (loss) to net cash
           provided by operating activities

      Depreciation and amortization                                 198,812        243,280

      Changes in assets and liabilities
            Accounts receivable                                      29,385         (8,168)
            Prepaid expenses and other current assets                22,351        (31,607)
            Accrued payroll                                              --         14,783
            Payroll and other taxes payable                            (551)          (432)
            Note Payable                                                 --         (6,565)
            Accounts payable and accrued expenses                    24,228       (100,724)
            Accrued officer compensation                            (18,350)         8,135
            Deferred revenues                                       (22,318)       (60,116)
                                                                 ----------     ----------

                   Net cash (used) by operating activities         (366,270)       (68,933)


Cash flows from investing activities
      Capital expenditures                                          (22,716)       (52,856)
      Write-off of unproductive fixed assets                         50,000             --
      Organization costs of subsidiaries                                 --         (8,711)
      Acquisition of marketable securities                         (168,000)            --
      Write off of intangibles                                           --            200
      Capitalized software development costs                       (404,139)      (273,447)
                                                                 ----------     ----------

                   Net (cash) used in investing activities         (544,855)      (334,814)


Cash flows from financing activities
      Net repayments under loan and line of credit agreements            --           (796)
      Minority interest and loss in excess of investments           157,760        549,215
      Amortization of stock grants                                   33,753         26,615
      Subscription receivable                                       100,000       (100,000)
      Issuance of capital stock                                     300,250        252,500
                                                                 ----------     ----------


                   Net cash provided by financing activities        591,763        727,534
                                                                 ----------     ----------


                   NET INCREASE (DECREASE) IN CASH                 (319,362)       323,787

Cash at beginning of year                                           342,207         18,420
                                                                 ----------     ----------

Cash at end of year                                              $   22,845     $  342,207
                                                                 ==========     ==========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F6-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


NOTE A - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Multi Solutions,  Inc. the "Company" was incorporated under the laws of the
     State of New Jersey on July 26,  1982.  The Company is  presently a holding
     company for its ownership of its  subsidiaries,  Multi Soft,  Inc.  ("Multi
     Soft"),  FreeTrek,  Inc. ("FreeTrek") and NetCast, Inc. ("NetCast").  As of
     January 31, 2001, the Company owns 51.3% of Multi Soft, 52% of FreeTrek and
     75% of NetCast.

     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 liquidity
     of the Company has been  adversely  affected in recent years by significant
     losses from operations. The Company had a consolidated net loss of $599,827
     in 2001  compared  with a net loss of $127,519,  which  includes  loss from
     discontinued  operations  of $87,462 in 2000.  In addition,  at January 31,
     2001,  the  Company's  current  liabilities   exceeded  current  assets  by
     $121,670. Additionally, since January 31, 2001 (for the quarter ended April
     30,  2001),  revenues  from license  fees and  maintenance  contracts  have
     declined  approximately 55% from the quarter ended April 30. 2000,  raising
     doubt that Multi Soft will recover its  investment in software  development
     costs ($619,901 as of January 31, 2001 - see note B). Furthermore, FreeTrek
     has yet to make its first sale, casting doubt on its ability to recover its
     investment in software development costs of $538,817.

     Multi Soft and FreeTrek intend to market there products,  control operating
     costs and broaden their product base through enhancements of products.

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

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   Principles of Consolidation
          ---------------------------

     The accompanying  consolidated financial statements include the accounts of
     the Company and its  subsidiaries,  Multi Soft,  FreeTrek and NetCast.  All
     significant  intercompany balances and transactions have been eliminated in
     consolidation.  None of Multi Soft's net income for the year ended  January
     31,  2000 was  allocated  to  minority  shareholders  because  the  Company
     absorbed  the  minority  interest of  accumulated  losses  allocated  up to
     January 31, 1995.

     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.

     Depreciation expense was $19,000 and $3,157 for the years ended January 31,
     2001 and 2000 respectively.

     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.

                                      -F7-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


     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 is  amortizing,  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.  Un-amortized costs relating
     to  Windows  products  as of January  31,  2001 and 2000 are  $619,901  and
     $658,611 respectively.

     FreeTrek  is  continuing  to  modify  and  improve  its  software  and  has
     capitalized  $538,817  of  software  development  costs and has not started
     amortization.  Amortization  will  commence upon release of the software to
     customers.

     Amortization  expense  for all  products  at January  31, 2001 and 2000 was
     $179,812 and $228,944 respectively.

     4.   Revenue Recognition
          -------------------

     In  accordance   with  Statement  of  Position  97-2,   "Software   Revenue
     Recognition"  (SOP 97-2),  the Company  recognizes  license and maintenance
     fees when earned and  consulting  fee income when  services  are  rendered.
     License fees are recognized upon shipment of the software while maintenance
     fees  are  recorded  over  the  period  covered  by the  related  contract.
     Consulting is performed on a time and material basis.

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

     Income (loss) per share is computed  using the weighted  average  number of
     common shares outstanding  during the period.  Common stock equivalents are
     anti-dilutive and, therefore, are not considered in the computation of loss
     per share.

     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

NOTE C - INCOME TAXES

     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.  These
     losses expire at various dates through 2021.

     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

                                      -F8-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


     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 are no deferred or
     current tax expense, tax assets or tax liabilities.

NOTE D - STOCKHOLDERS' DEFICIENCY

     1.   Stock Transactions with Subsidiary and Officers
          -----------------------------------------------
     In the past,  the Company had entered into various  transactions  with Soft
     and officers of the Company,  which adjusted inter-company debt through the
     issuance of common stock of the  respective  companies.  There have been no
     transactions of that nature during the reporting  period of these financial
     statements.

     2.   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,  $0.01 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.  As of January 31, 2001,  employees  were not fully vested in 700,000
     shares.  Amortization  of  deferred  compensation  for the stock  grants to
     employees  was $33,754 and $26,615 for the years ended January 31, 2001 and
     2000, respectively.

     3.   Private Placement
          -----------------
     In  January  2000,  Noga  Investments  in   Technologies,   Ltd.  signed  a
     subscription  agreement and completed the purchase of 571,429 shares of the
     Company's common stock for $200,000. In connection  therewith,  the Company
     issued a series of 6 options to acquire an aggregate  of 857,142  shares at
     $.35 per share.  As of May 9, 2000,  all  options had been  exercised.  The
     Company  has  received  an  aggregate  of  $500,000  from  this  series  of
     transactions  resulting in Noga owning  approximately 7% of the outstanding
     shares.

NOTE E - COMMITMENTS AND CONTINGENCIES

     1.   Leases
          ------
     Multi Soft is a subtenant in office space leased by an entity substantially
     owned by the  Company's  chairman and his wife. At present Multi Soft has a
     quarter-by-quarter term lease with a base rent of $5,600 pr month increased
     from  $5,200  per  month.   Rental  expense  under  the  lease   aggregated
     approximately  $67,200 and $62,400 for the years ended January 31, 2001 and
     2000, respectively.

     Future minimum lease payments under the non-cancelable  equipment operating
     lease are as follows:

     In November 1997 the Multi Soft entered into a 60 month operating lease for
     a laser  copier with  monthly  payments  of $365 plus tax and copy  charges
     through October 2003.

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

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

                                      -F9-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


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

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

     These officers,  Charles Lombardo and Miriam Jarney, have each relinquished
     unpaid salaries for the years ended January 31, 2001 and 2000 as follows:


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

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

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

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

     A state taxing  authority  has asserted a claim  against  Multi Soft in the
     amount of  approximately  $36,000.  Management  believes  that only a small
     portion  has merit  and  intends  to  vigorously  contest  the  claim.  The
     financial statements include a reserve of $13,000 against this claim, which
     management  believes is substantially  higher than the expected  settlement
     amount.

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

     The Company and Multi Soft have been,  from time to time,  parties to legal
     actions arising in the normal course of their  business.  In the opinion of
     management,  the  disposition  of these  actions  will not have a  material
     effect on the  financial  position or results of  operations of the Company
     taken as a whole.

     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  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 this debt of NetCast.  Accordingly,  no expense or  liability  for this
     award has been included in the consolidated financial statements.

                                     -F10-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2001 and 2000


NOTE F - MAJOR CUSTOMERS

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


NOTE G - SUPPLEMENTAL INFORMATION

     Supplemental  disclosures of cash flow  information for years ended January
     31, 2001 and 2000 are as follows:

                                                 2001        2000
                                                 ----        ----

     Cash paid during the year for Interest       $0          $0

NOTE H - RELATED PARTY TRANSACTIONS

     Multi Soft, from time to time, pays incidental  expenses of the Company and
     allocates  its share of  certain  expenses.  These  items are  credited  to
     intercompany payable. During the current fiscal year, $94,400 was repaid to
     Multi Soft.  The balance due to Multi Soft at January 31, 2001 and 2000 was
     $335,559 and $448,039 respectively.

     Multi Soft provided  certain services and office space to NetCast (see note
     I). The balance due from NetCast,  for such  services,  at January 31, 2001
     and January 31 2000, was $234,592.  The Company has guaranteed this debt to
     Multi Soft.

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

NOTE I - NETCAST

     NetCast,  Inc. is a  subsidiary  company and was  incorporated  in April of
     1996. It was in the business of developing new Internet  technologies.  The
     Company currently owns 75% of NetCast.  The Board of Directors  consists of
     two officers, Charles Lombardo and Miriam Jarney.

     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  is  reflected  in the  statement  of
     operations for the fiscal year ended January 31, 2000.

                                     -F11-