SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

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

For the fiscal year ended January 31, 1998           Commission File No. 0-12162

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

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

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

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

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

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


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

Issuer consolidated revenue for the fiscal year: $901,450.

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the  average ask ($.36) and ($.33) bid price of such stock,
as of April 21, 1998 is $4,120,418 based upon $.345 multiplied by the 11,943,241
Shares of Registrant's Common Stock held by non-affiliates.

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of April 21, 1998, is 18,266,898 shares, all of one class of $.001 par
value Common Stock.

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

    DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format (check one):   Yes |_|   No   |X|


                                       1
<PAGE>


        MULTI SOLUTIONS, INC.
                                   Form 10-KSB
                           Year Ended January 31, 1998

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
<S>                                                                                                                      <C>
PART I....................................................................................................................3

Item 1.  Business.........................................................................................................3

Item 2.  Properties.......................................................................................................8

Item 3.  Legal Proceedings................................................................................................8

Item 4.  Submission of Matters to a Vote of Security Holders..............................................................8

PART II...................................................................................................................9

Item 5.  Market for Registrant's Common Equity and Related  Stockholder Matters...........................................9

Item 6.  Management's Discussion and Analysis of Financial  Condition and Results of Operations..........................10

Item 7.  Financial Statements............................................................................................12

Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosures...........................12

PART III.................................................................................................................13

Item 9.  Directors, Executive Officers, Promoters and Control Persons;

         Compliance with Section 16(a) of the Exchange Act...............................................................13

Item 10. Executive Compensation..........................................................................................15

Item 11. Security Ownership of Certain Beneficial Owners and Management..................................................17

Item 12. Certain Relationships and Related Transactions..................................................................18

PART IV..................................................................................................................19

Item 13. Exhibits and Reports on Form 8-K................................................................................19

SIGNATURES...............................................................................................................21

Financial Statements.....................................................................................................F1
</TABLE>



                                       2
<PAGE>

                                     PART I

Item 1.  Business.

General

During the fiscal year ended  January  31,  1998,  Multi  Solutions,  Inc.  (the
"Company" or "Multi  Solutions") was relatively  inactive,  its primary activity
being the  support of its  subsidiary,  Multi Soft,  Inc.  ("Multi  Soft").  The
business of Multi Soft is discussed below.

BUSINESS OF MULTI SOFT

     Multi Soft,  Inc. (or "Multi Soft") was  incorporated  in January 1985 as a
wholly owned  subsidiary of Multi  Solutions,  Inc.  ("MSI") and, as of the date
hereof,  is a 55.4% owned  subsidiary of the Company.  Multi Soft engages in the
production,   marketing  and   maintenance   of   communications   front-ending,
client-server  and  cooperative  processing   technologies  called  The  Windows
Communications  Library(TM) (WCL(TM)) for Windows and INFRONT and QuickFRONT For
DOS.

The Technology

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

     Screen-based  access  to  Mainframe  Data  and  Processes  (which  includes
front-ending) allows the user to enhance existing mainframe applications through
the integration of client technologies such as GUIs (graphical user interfaces),
imaging  and local  data,  without  changing  any  mainframe  code.  This allows
companies to leverage their PC capabilities to streamline user processes and for
presenting  mainframe data to users in a way that is intuitive,  easy to use and
productive. Screen-based access to the mainframe is supported by WCL, QuickFRONT
and INFRONT.

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

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


                                       3
<PAGE>

The Multi Soft Product Line

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

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

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

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

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

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


                                       4
<PAGE>

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

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

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

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

Key Services

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

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


                                       5
<PAGE>

     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, email, and
Internet  support,  staffed by knowledgeable  personnel  trained and experienced
with the Multi Soft product  line.  Amortization  of software  over the last two
years were $258,582 in fiscal 1998 and $344,588 in 1997.

Clients

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

In-House Marketing and Sales

    In addition  to their  management  responsibilities,  Charles  Lombardo  and
Miriam Jarney also are active in sales and marketing. 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  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

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

Strategic Alliances

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

IBM

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

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



                                       6
<PAGE>

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

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

     Management   believes,   but  cannot  assure,   that  these  marketing  and
distribution  agreements will provide Multi Soft with a significant  presence in
the  marketplace,  enhance the  visibility  and  credibility  of Multi Soft, and
result  in  increased  sales  of Multi  Soft's  products  by Multi  Soft and its
existing distributors.

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

Bellcore

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

Employees

     The Company only has two employees,  its officers:  Charles J. Lombardo and
Miriam  Jarney.  Employees of Multi Soft devote such time as is necessary to the
Company's business.  Multi Soft has twelve employees and consultants,  including
two officers, three support personnel, four technical and engineering, and three
administrative/secretarial personnel.

Competition

     Multi Soft operates in a business composed of strong  competitors,  many of
whom have substantially  greater resources,  are better established,  and have a
longer history of operations than 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.


                                       7
<PAGE>

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

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

Item 2.  Properties

     The Company  uses 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 Multi Soft's Chairman and his wife. C&S Consulting, Inc. leases
the space from an  unaffiliated  party.  The lease commenced on December 1, 1993
and is  terminable  at any time on three months  notice.  Monthly rent is $3,750
during the first year,  $4,250  during the second year,  $4,750 during the third
year and $4,950 during the fourth year, and $5,200 during the fifth year.  Multi
Soft is responsible for all utilities.

Item 3.  Legal Proceedings.

     The Company is not presently a party to any material  litigation.  However,
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 in the Superior Court
of New Jersey by former  consultants  for  approximately  $113,000  for services
rendered.  The Company  has  accrued  $24,000  for  services  rendered  prior to
commencement of the action.  The Company contests the claim and contends that no
services  were  rendered nor product  delivered.  Also,  The Company  intends to
vigorously defend the lawsuit and has made counterclaims.

Tax Liens

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

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

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



                                       8
<PAGE>

                                     PART II

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

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

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

           Period - Fiscal Year 1997                          High       Low
           -------------------------------------------- ------------------------
           First Quarter ending April 30, 1996                .38        .35
           Second Quarter ending July 31, 1996                .39        .27
           Third Quarter ending October 31, 1996              .26        .25
           Fourth Quarter ending January 31, 1997             .18        .15

           Period - Fiscal Year 1997                          High       Low
           -------------------------------------------- ------------------------
           First Quarter ending April 30, 1997                .245       .10
           Second Quarter ending July 31, 1997                .35        .10
           Third Quarter ending October 31, 1997              .35        .13
           Fourth Quarter ending January 31, 1998             .13       .055


     (b)  Holders  -- There  were  approximately  823  holders  of record of the
Company's Common Stock, 186 holders of record of the Class A Warrants,  1 holder
of  record  of the  Class B  Warrants  and 50  holders  of record of the Class C
Warrants as of March 9, 1998, inclusive of those brokerage firms and/or clearing
houses  holding the Company's  securities  for their  clientele  (with each such
brokerage house and/or clearing house being considered as one holder).

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


                                       9
<PAGE>

<TABLE>
<CAPTION>
Issuances of Common Stock

================================ ============================= =============================
Name                                         Date                         Number
                                                                   of Securities Issued
================================ ============================= =============================
<S>                                         <C>                          <C>      
Charles J. Lombardo                         1/16/96                       1,000,000
-------------------------------- ----------------------------- -----------------------------
Miriam G. Jarney                            1/16/96                       1,000,000
-------------------------------- ----------------------------- -----------------------------
Michael  Zindler                             4/2/96                         25,000
-------------------------------- ----------------------------- -----------------------------
John Lowy                                    4/2/96                         75,000
-------------------------------- ----------------------------- -----------------------------
Linda Dorrian                                5/6/96                         20,000
-------------------------------- ----------------------------- -----------------------------
Kip R. Marshall                              9/9/97                         50,000
-------------------------------- ----------------------------- -----------------------------
Scott F. Orton                               9/9/97                         50,000
-------------------------------- ----------------------------- -----------------------------
Bernard M. Deutsch                           9/9/97                         50,000
-------------------------------- ----------------------------- -----------------------------
Jerome Feldman                               9/9/97                        100,000
-------------------------------- ----------------------------- -----------------------------
</TABLE>


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

Results of Operations

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

     Revenues  for the fiscal  year ended  January  31,  1998 were  $901,450  as
compared to $1,065,135 in fiscal year 1997, a decrease of $163,645  (15%).  This
decrease is primarily  due to a 47% decrease in revenues  from license fees from
$356,494 to $243,146,  much of which come from the companies largest  customers.
Primary reason for this decrease is that there were no royalty  advances paid to
Multi Soft during this fiscal year.

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

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

     Operating  expenses  decreased 22% from fiscal 1997  ($1,162,470) to fiscal
1998  ($895,749)  primarily  as a result of a decrease in  software  development
costs.  The decrease in software  development  costs is principally due to a new
product that was capitalized in fiscal 1998 but remained  unamortized because it
was not ready for sale.

     Other income  (expenses)  changed from $101,244 in fiscal 1997 to ($804) in
fiscal 1998. Also, for fiscal 1997, $30,000 included in other income consists of
forgone  deferred  compensation by an officer of the company.  Also,  $55,349 of
other income in fiscal 1997 consists of rent revenue and consulting fees.

     As a result of the foregoing,  Multi Solution's earned net income in fiscal
1998 of $4,897 compared to its net income in 1997 of $3,909.


                                       10
<PAGE>

Major Customers

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

Liquidity and Capital Resources

    At January  31,  1998,  the  Company  had a working  capital  deficiency  of
($483,700) and has experienced cash flow problems.

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

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

Working Capital and Current Ratios were:

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

         Working capital (deficiency)        ($483,700)         ($470,055)

         Current ratios                      .18:1              .088:1

Dividend Policy

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

Year 2000

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

                                       11

<PAGE>

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

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

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

Effect of Inflation

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


                                       12
<PAGE>

Cautionary Statement

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

Item 7. Financial Statements.

     The following  financial  statements  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, 1998

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                 Page #
<S>                                                                                               <C>
     Report of Independent Certified Public Accountant                                             F1

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

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

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

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

     Notes to Financial Statements                                                                 F7 - F14
</TABLE>

Schedules

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

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

     None


                                       13
<PAGE>

                                    PART III

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

<TABLE>
<CAPTION>
Name                              Position(s) Held
----                              ----------------
<S>                            <C>
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, PhD.           Director
</TABLE>

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

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

     CHARLES J. LOMBARDO,  age 55, has been the Company's  Chairman of the Board
of Directors  since  January  1985 and has been the  Company's  Chief  Executive
Officer, Chief Financial Officer and Secretary-Treasurer since December 1988. He
has been Multi Soft's  Chief  Executive  Officer,  Chief  Financial  Officer and
Treasurer  since August 1982. From 1972 to 1993, Mr. Lombardo also served as the
President of Petro-Art,  Ltd., an inactive publicly owned company and its wholly
owned  subsidiary JCT  Enterprises,  Inc. Mr. Lombardo was President of Hopewell
Graphic  Industries  from 1969 through 1971 and from 1967 to 1969 was associated
with Keystone  Computer  Associates as a staff member in the Physics  Section of
the Systems  Analysis  Department.  From 1965 to 1967, Mr.  Lombardo served as a
scientist in the Plasma  Physics  Department of Raytheon  Space and  Information
Systems Division.  Mr. Lombardo has a Bachelor of Science degree in Physics from
Worcester  Polytechnic  Institute  (1964), a Master of Science degree in Physics
from Northeastern  University (1966) and has continued studies toward a Ph.D. in
Theoretical  Physics. Mr. Lombardo is a Member of the American Physical Society,
The  American  Mathematical  Society,  The  Society for  Industrial  and Applied
Mathematics, The American Association of Physics Teachers, and the Philosophy of
Science Association.

     MIRIAM G. JARNEY,  age 57, has been a Director of the Company since January
1985,  Executive  Vice  President of the Company since 1986 of the Company since
December 1988. She has been Executive Vice  President,  Secretary and a Director
of MSI since  January  1982.  From  1973 to  February  1982,  Ms.  Jarney  was a
marketing  representative  for National CSS, Inc., a computer  services  company
that has since been  acquired by Dun & Cst,  Inc.  From 1972 through  1973,  Ms.
Jarney was  associated  with  Mathematica,  Inc.,  which  originated a Data Base
Management  System called RAMIS, for which National CSS has exclusive  marketing
rights.  Ms.  Jarney has also worked as a computer  systems  analyst for Western
Electric Company and Exxon Corporation. She graduated from the Hebrew University
in Jerusalem with a degree in Economics and Statistics and has a Master's degree
in Computer Science from Stevens Institute of Technology.  In February 1982, Ms.
Jarney started her own company, Dedicated


                                       14
<PAGE>

Systems,   Inc.,  for  the  purpose  of  packaging  computer  software  for  the
microprocessor market, which company is inactive.

     LARRY SPATZ,  age 54, as been a director of the Company since May 12, 1986,
and a  director  of Multi  Solutions  since  July 14,  1989.  He has been  Chief
Executive Officer and Chairman of the Board of Heartthrob  Enterprises,  Inc., a
restaurant and night club  management and  development  company since  September
1985.  From 1982 to 1984, Mr. Spatz was President of Universal  Petroleum,  Inc.
From 1979 to 1982, he was Vice  President  and a director of Mercantile  Trading
Company. Mr. Spatz is also a director of Centrex  Communications  Systems,  Inc.
and Ultramed, Inc.

     GEORGE MANSUR,  JR., age 68, has been a Director of the Company since March
1982.  Since March,  1984,  Mr. Mansur has also 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 57, a Director of the Company since July 14, 1989,
has been a Professor of Mathematics at Southern  Massachusetts  University since
1968. Since 1986, he has also been a Research  Associate at Harvard  University.
Dr. Kaput  received a B.S.  Degree in Mathematics  from  Worcester  Polytechnice
Institute in 1964 and a Ph.D in Mathematics from Clark University in 1968.



Section 16(a) Beneficial Ownership Reporting Compliance

     To the Company's  knowledge,  based solely on a review of such materials as
are required by the Securities and Exchange Commission,  no officer, director or
beneficial  holder  of  more  than  ten  percent  of the  Company's  issued  and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange  Commission  any form or report  required  to be so filed  pursuant  to
Section  16(a) of the  Securities  Exchange  Act of 1934  during the fiscal year
ended January 31, 1998.


                                       15
<PAGE>


Item 10.     Executive Compensation.

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

<TABLE>
<CAPTION>

                                               SUMMARY COMPENSATION TABLE
============================================================================================================================
                       Annual Compensation                                          Long Term Compensation
------------------------------------------------------------------- --------------------------------------------------------
                                                                              Awards                      Payouts
=================================================================== ========================================================
Name &          Fiscal     Salary ($)    Bonus ($)   Other Annual    Restricted    Options SARs     LTIP        All Other
Principle         Year                               Compensation    Stock Award                 Payouts ($)  Compensation
Position                                                 ($)             ($)                                       ($)
--------------- --------- -------------- ---------- --------------- -------------- ------------- ------------ --------------
<S>             <C>            <C>              <C>     <C>                    <C>           <C>          <C>            <C>
Charles J.      1998        (A)$ 60,000         $0      (C)$40,493             $0            $0           $0             $0
Lombardo CEO    1997           $ 80,000         $0         $20,000             $0            $0           $0             $0
                1996           $129,505         $0         $36,750             $0            $0           $0             $0
                1994           $128,470         $0              $0             $0            $0           $0             $0
                1993           $145,354         $0         $43,937             $0            $0           $0             $0
                                                           
--------------- --------- -------------- ---------- --------------- -------------- ------------- ------------ --------------

--------------- --------- -------------- ---------- --------------- -------------- ------------- ------------ --------------
Miriam Jarney   1998        (B)$ 60,000         $0              $0             $0            $0           $0             $0
Exec. V.P.      1997           $ 80,000         $0              $0             $0            $0           $0             $0
                1996            $98,491         $0              $0             $0            $0           $0             $0
                1994            $98,559         $0              $0             $0            $0           $0             $0
                1993           $107,247         $0          $4,991             $0            $0           $0             $0
============== ========== ============== ========== =============== ============== ============= ============ ==============

(A)      Accrued and unpaid to Charles Lombardo  $39,167 for 1998 and $60,548 for prior year.
(B)      Accrued and unpaid to Miriam Jarney     $10,000 for 1998 and $43,342 for prior year.
(C)      Consulting Fees
</TABLE>

     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:

<TABLE>
<CAPTION>
                                        OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                  Individual Grants
=============================== ==================== ================================== ================= ===============
Name                               Options/SARs        Percent of Total Options/SARs      Exercise or       Expiration
                                      Granted         Granted to Employees in Fiscal       Base Price          Date
                                                                   Year                      ($/Sh)
=============================== ==================== ================================== ================= ===============
<S>                                     <C>                         <C>                       <C>             <C>
Charles J. Lombardo                     -0-                          -                         -                -
------------------------------- -------------------- ---------------------------------- ----------------- ---------------
Miriam Jarney                           -0-                          -                         -                -
=============================== ==================== ================================== ================= ===============
</TABLE>



                                       16
<PAGE>

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

<TABLE>
<CAPTION>

                           Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values
=============================== ================ ========================= ======================== =====================
                                                                            Number of Securities          Value of
                                                                                 Underlying             Unexercised
                                    Shares                                       Unexercised            In-The-Money
                                  Acquired on                                  Options/SARs at        Options/SARs at
Name                             Exercise (#)       Value Realized ($)           FY-End (#)              FY-End ($)
=============================== ================ ========================= ======================== =====================
<S>                                   <C>                  <C>                       <C>                    <C>
Charles J. Lombardo                   -0-                  -0-                       -0-                    -0-
------------------------------- ---------------- ------------------------- ------------------------ ---------------------
Miriam Jarney                         -0-                  -0-                       -0-                    -0-
=============================== ================ ========================= ======================== =====================
</TABLE>


Directors' Compensation

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

Employment Agreements

     On July 14, 1989, Multi Soft entered into a five-year  employment agreement
with its Chairman of the Board and Chief Executive Officer, Charles J. Lombardo,
which may be renewed for successive  periods unless  terminated by Multi Soft on
twelve months notice or by Mr.  Lombardo on six months notice.  Mr.  Lombardo is
the Chairman of the Board, Chief Executive Officer,  Chief Financial Officer and
Treasurer of the Company. The agreement contains non-disclosure provisions and a
one year restrictive  covenant preventing Mr. Lombardo from becoming employed by
a similar company in any state or country in which 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. The employment agreement has been
renewed for an additional year on an annual basis.

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

     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 the Company, which may be 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.  The  employment  agreement  has been
renewed for an additional year on an annual basis.

     In January of 1996, the Company issued  1,000,000 shares of common stock to
Mrs. Jarney for accrued salary of Multi Soft.


                                       17
<PAGE>

     During fiscal 1997 and fiscal 1998,  Mr.  Lombardo and Ms. Jarney accrued a
portion of their  salaries.  The balance due between both officers as of January
31, 1998 is $784,660 including deferred increases of $631,605.

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

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

<TABLE>
<CAPTION>
================================================================ ============================= =============================
Name and Address of Beneficial Owner                                 Amount and Nature of          Percent of Class (1)
                                                                          Beneficial
                                                                         Ownership
================================================================ ============================= =============================
<S>                                                                     <C>                               <C>   
Charles J. Lombardo                                                     4,212,414(2)                      23.06%
Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, & Treasurer
1511 Laurie Lane, Yardley, PA  19067
---------------------------------------------------------------- ----------------------------- -----------------------------
Miriam G. Jarney                                                        2,094,100(3)                      11.46%
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                         6,323,657(4)                     34.61%
(5 persons)
================================================================ ============================= =============================
</TABLE>

**   Less than one percent.

(1)  Based upon 18,266,898 shares of common stock outstanding on April 29, 1998.

(2)  Includes  shares held by Mr.  Lombardo's wife and shares owned jointly with
     his wife.  Also includes  1,000,000  shares issued to Mr.  Lombardo in 1996
     (See "Item 10. Executive Compensation").

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

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

                                       18
<PAGE>

Item 12. Certain Relationships and Related Transactions.

     Multi  Soft  has a demand  loan  with a  commercial  bank.  Borrowings  are
collateralized  Multi Soft`s accounts receivable and bear interest at the bank's
prime rate plus 2% (10.50% at January 31,  1998).  The Company was in default on
this loan.  Multi Soft  obtained a  forbearance  from the bank in November  1993
requiring an initial $20,000 payment and monthly payments of $1,500 of principal
and  interest  and the  personal  guarantee  of the  Company's  Chairman.  As of
February  11, 1998 Multi Soft  obtained a new loan in order to pay the  existing
loan. As a result, the loan is no longer in default. As of this date, Multi Soft
is in compliance with the terms of the new loan and owes approximately  $16,338.
During 1998 and 1997, the maximum amount of borrowings  outstanding were $25,500
and $41,000, respectively.

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

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

     During fiscal 1996,  the company  issued  1,000,000  shares to each Charles
Lombardo  and Miriam  Jarney,  to pay accrued  salary of Multi Soft and reducing
debts of the company to Multi Soft. The balance due for accrued salaries between
both officers as of January 31, 1998 is $784,660 including deferred increases of
$631,605.

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


                                       19
<PAGE>

                                     PART IV

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

Exhibits
--------
   3.a           Certificate of Incorporation of the Company(1)
   3.b           By-Laws of the Company(1)

   4.a           Specimen Common Stock of the Company (1)
   4.b           Class A Warrant(1)
   4.c           Class B Warrant(1)
   4.d           Class C Warrant(4)

   10.a          Company 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 MSI's Non-Qualified Stock Option Plan, Stock Grant 
                 Program and Employee Incentive Stock Option Plan(3)
   10.g          Amendments to MSI's Non-Qualified Stock Option and Stock 
                  Grant Program(4)

    21.   List of Subsidiaries

    27.   Financial data schedule (electronic format only)
----------

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

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

(4)  Previously filed as an Exhibit to the Company's  Registration  Statement on
     Form S-1, SEC File No.  33-3133,  filed with the  Commission on February 4,
     1986, and incorporated herein by reference.

(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.


                                       20
<PAGE>


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

Reports of Form 8-K

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


                                       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: April 29, 1998                       By:     ----------------------
                                                    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

----------------------                                        April 29, 1998
Charles J. Lombardo    Chairman of the Board of Directors, 
                       Chief Executive Officer,  Financial 
                       Officer, and Secretary-Treasurer

                                                             
----------------------                                        April 29, 1998
Miriam Jarney          Executive Vice President, and Di-
                       rector

                                                              
----------------------                                        April 29, 1998
Larry Spatz            Director

                                                              
----------------------                                        April 29, 1998
James Kaput, PhD.      Director

                                                              
----------------------                                        April 29, 1998
George E. Mansur, Jr.  Director



                                       22
<PAGE>

                                   EXHIBIT 21
                              LIST OF SUBSIDIARIES


Multi Soft,  Inc.  incorporated in the State of New Jersey in January 1985 doing
business only under the name of Multi Soft, Inc.

NetCast, Inc. incorporated in the State of New Jersey in May 1996 doing business
only under the name of NetCast, Inc.


                                       23
<PAGE>


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


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors
Multi Solutions, Inc.

We have audited the  accompanying  balance sheets of Multi  Solutions,  Inc. and
Subsidiaries  as of January  31,  1998 and 1997 and the  related  statements  of
operations,  changes in  stockholders'  equity and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Multi  Solutions,  Inc. and
Subsidiaries  as of January 31, 1998 and 1997 and the results of its  operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

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



Albinder Altman & Block, LLP

New York, New York
April 22, 1998


                                       F-1

                           
<PAGE>

MULTI SOLUTIONS,INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31 ,1998 and 1997




                                                            1998           1997
                                                     -----------    ------------
ASSETS
CURRENT ASSETS
     Cash                                            $    29,524    $    13,575
     Accounts Receivable (net of allowance
      of $29,086 and $32,880 respectively)                58,635         18,571
     Prepaid expenses and other current assets            20,799         13,532
                                                     -----------    -----------
                                                         108,958         45,678


FURNITURE AND EQUIPMENT
     Research and Development Equipment and Software      63,526         14,603
     Office furniture and other equipment                 20,474         22,476
                                                     -----------    -----------
                                                          84,000         37,079
     Less: Accumulated Depreciation                      (10,952)        (9,119)
                                                     -----------    -----------

                                                          73,048         27,960

Organizational costs                                       2,415          2,415
Less accumulated amortization                               (484)
                                                     -----------    -----------
                                                           1,931
OTHER ASSETS
     Capitalized software development costs            1,716,121      1,852,822
     Less accumulated amortization                      (939,942)    (1,110,741)
                                                     -----------    -----------
                                                         776,179        742,081

      Intangibles                                            200            200
                                                     -----------    -----------


                                                     $   960,316    $   818,334
                                                     ===========    ===========


SEE NOTES TO FINANCIAL STATEMENTS    F-2

<PAGE>

MULTI  SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 1998 and 1997





LIABILITIES AND STOCKHOLDERS'                             1998          1997
                                                     -----------    ------------
DEFICIENCY
CURRENT LIABILITIES
   Loan payable to bank                              $    16,338    $    25,497
   Note Payable                                           11,339         15,504
   Accrued payroll                                        20,080           --
   Payroll and other taxes payable                        32,755         38,070
   Accounts Payable                                      167,269        164,902
   Accrued officer compensation                          153,057        103,349
   Deferred Revenues                                     191,820        168,411
                                                     -----------    -----------

                                                         592,658        515,733


   Deferred compensation due officer /shareholders       631,605        631,605
                                                                   






STOCKHOLDERS' DEFICIENCY
   Common stock, authorized 40,000,000 shares
    $.001 par value, issued and outstanding               18,267         18,017
   18,266,898 (1998) and 18,016,898 (1997)
   Additional paid-in capital,                         8,643,517      8,592,434
    Minority Interest                                     87,821         87,092
   Accumulated deficit                                (9,013,552)    (9,026,547)
                                                     -----------    -----------
                                                        (263,947)      (329,004)




                                                     $   960,316    $   818,334
                                                     ===========    ===========


SEE NOTES TO FINANCIAL STATEMENTS    F-3

<PAGE>



MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended January 31, 1998 and 1997
                          



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



EXPENSES
      Software development and technical support        258,584         344,588
      Selling and administrative                        637,165         817,882
                                                   ------------    ------------

             Total expenses                             895,749       1,162,470
                                                   ------------    ------------

             (Loss)  from operations                      5,701         (97,335)

OTHER INCOME (EXPENSE)
      Other Revenues                                          -         109,102
      Interest Expense                                     (804)         (7,858)
                                                   ------------    ------------
             Total other income                            (804)        101,244








             Net Income                            $      4,897    $      3,909
                                                   ============    ============

             Weighted average shares outstanding     18,121,062      17,986,898
                                                   ============    ============


             Income per share                            a               a
                                                   ============    ============


   (a) less then $.01 per share


SEE NOTES TO FINANCIAL     F-4
STATEMENTS

<PAGE>


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

<TABLE>
<CAPTION>

Years ended January 31, 1998 and 1997                                Total                                                 Total
                                               Common Stock         paid in    Accumulated    Minority     Deferred     stockholders
                                          Shares        Amount      capital     deficit       Interest    Compensation   deficiency
<S>                                     <C>              <C>       <C>         <C>              <C>         <C>         <C> 
Balance at January 31, 1996             17,806,898       17,807    8,578,537   (9,092,304)                              (495,960)  

Issuance of restricted common stock        210,000          210       16,564                                (4,000)       12,774

Addition to Minority Interest used to                                              61,848                                 61,848 
reduce loss absorbed at %100


Addition of Minority Interest                                                                   87,092                    87,092   

Deferred Compensation                                                                                        1,333         1,333   

Net  Income                                                                         3,909                                  3,909   
                                       -----------  -----------  -----------  -----------  -----------  -----------  -----------


Balance at January 31, 1997             18,016,898       18,017    8,595,101   (9,026,547)      87,092      (2,667)     (329,004)

Issuance of restricted common stock        250,000          250       49,750                                              50,000

Addition to Minority Interest used to
reduce loss absorbed at %100                                                                     8,098                     8,098

Addition of Minority Interest                                                                      729                       729   

Deferred Compensation                                                                                        1,333         1,333

Net  Income                                                                         4,897                                  4,897   
                                       -----------  -----------  -----------  -----------  -----------  -----------  -----------

                                        18,266,898  $    18,267  $ 8,644,851  $(9,013,552) $    87,821  $   (1,334) $  (263,947)
                                       ===========  ===========  ===========  ===========  ===========  ===========  ===========

</TABLE>


SEE NOTES TO FINANCIAL     F-5
STATEMENTS

<PAGE>


MULTI -SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended January 31, 1998 and 1997

<TABLE>
<CAPTION>

                                                                                                         1998                   1997
                                                                                                   ----------             ----------
Cash flows from operating activities
<S>                                                                                                 <C>                   <C>      
      Net Income (Loss)                                                                             $   4,897             $   3,909
      Adjustments to reconcile net income (loss) to net cash
           provided by operating activities
      Prior period adjustment
      Depreciation and amortization                                                                   290,999               347,548
      Common stock issued to Solutions
      Changes in assets and liabilities
             Accounts receivable                                                                      (40,064)               81,857
             Prepaid expenses and other current assets                                                 (7,267)                     -
             Accrued payroll                                                                           20,080               (30,285)
             Payroll and other taxes payable                                                           (5,315)              (36,923)
             Note Payable                                                                              (4,165)               15,504
             Accounts payable and accrued expenses                                                      2,369               (51,652)
             Accrued officer compensation                                                              49,706                (6,667)
             Deferred officer compensation                                                                  -                (5,000)
             Deferred revenues                                                                         23,409              (141,381)
             Long term deferred revenues                                                                                     (8,022)
                                                                                                    ---------             ---------

                    Net cash provided  by operating activities                                        334,649               168,888


Cash flows from investing activities
      Capital expenditures                                                                            (50,915)              (29,641)
      Capitalized software development costs                                                         (318,786)             (362,692)
                                                                                                    ---------             ---------

                    Net cash used in investing activities                                            (369,701)             (392,333)


Cash flows from financing activities
      Net repayments under loan and line of credit ageements                                           (9,159)              (15,602)
      Loan from officer
      Increase in Minority Interest                                                                     8,826               148,940
      Restricted Common stock issued to Solutions
      Issuance of capital stock                                                                        51,333                14,107
                                                                                                    ---------             ---------


                    Net cash provided by financing activities                                          51,000               147,445
                                                                                                    ---------             ---------

                    NET INCREASE (DECREASE) IN CASH                                                    15,948               (76,000)

Cash at beginning of year                                                                              13,575                89,575
                                                                                                    ---------             ---------

Cash at end of year                                                                                 $  29,523             $  13,575
                                                                                                    =========             =========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS  F-6


<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 1998 and 1997




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") and NetCast, Inc.  ("NetCast").  As of January 31, 1998, the Company
     owns 55.4% of "Multi Soft" 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 net income of of $4,897 in 1998 and
     $3,909 in 1997. In addition,  at January 31, 1998,  the  Company's  current
     liabilities  exceeded  current  assets by  $483,700  and total  liabilities
     exceeded total assets by $263,947.

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

     The Company believes that these measures will provide sufficient  liquidity
     for it to continue as a going concern in its present form. Accordingly, the
     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.

     NetCast acquired the assets of the Discovery  Publishing Group in September
     1996 for 200,000 shares of its restricted common stock valued at par.

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,  Inc.  ("Multi  Soft") and
     NetCast,  Inc.  ("NetCast").  All  significant  intercompany  balances  and
     transactions  have been eliminated in  consolidation.  None of Multi Soft's
     net income 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 $6,308 and $5,060 for the years ended January 31,
     1998 and 1997 respectively.


                                       F-7
<PAGE>

                    Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1998 and 1997


     3. Capitalization of Computer Software

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

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

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

     Multi  Soft is  amortizing,  over a sixty  month  period,  the  capitalized
     software costs for its Windows-based products. The period is based on sales
     forecasts for the seven year  agreement  between  Multi Soft,  Inc. and IBM
     which began in October 1993.  Multi Soft's Windows  products are compatible
     with  Windows  95  and  further   modifications   are   continually   made,
     specifically  for  32  bit  environments   (Windows  95  and  Windows  NT).
     Unamortized costs relating to Windows products at January 31, 1998 and 1997
     are $776,179 and $739,641, respectively.

     As of  January  31,  1998,  there no  longer  are any  unamortized  capital
     salaries  for any DOS  products.  The  unamortized  costs  relating  to DOS
     products at January 31, 1997 were $2,440.

     Amortization  expense  for all  products  at January  31, 1998 and 1997 was
     $258,584 and $344,588 respectively.

     4. Revenue Recognition

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

     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.


                                       F-8

<PAGE>

                    Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1998 and 1997


     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
     antidilutive 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 thoses 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.  The Company
     adopted  the  new  standard  for its  year  ended  January  31,  1994.  The
     cumulative   effect  of  the  change  in  accounting   principles  was  not
     significant.

NOTE C - NOTES PAYABLE

     1.  Demand Loan - Bank

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

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

     2. Note Payable

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


                                       F-9
<PAGE>

                    Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1998 and 1997


NOTE D - INCOME TAXES

     As a result of  losses  incurred  in  recent  years,  the  Company  and its
     subsidiaries  separately have net operating loss carryforwards available to
     offset future federal taxable income of approximately  $5.5 million.  These
     losses expire at various dates through 2012.

     The Company adopted,  effective February 1, 1993, SFAS No. 109, "Accounting
     for Income  Taxes." Under the liability  method  specified by SFAS No. 109,
     deferred tax assets and liabilities are determined  based on the difference
     between the financial statement and tax basis of assets and liabilities 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.

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

     Deferred tax  (liabilities)  assets consist of the following at January 31,
     1998 and 1997:

                                                          1998             1997
                                                          ----             ----
Capitalized software                                ($  248,000)    $  (242,000)
Allowance for bad debts                                  11,000           3,000
Deferred compensation                                   234,000         234,000
Deferred revenue royalties                               77,000          92,000
Loss carryforwards                                    4,088,000       4,088,000
                                                    -----------     -----------

         Gross deferred tax assets                    4,162,000       4,175,000

Deferred tax assets valuation allowance              (4,162,000)     (4,175,000)

                                                     $    -0-        $   -0-
                                                    ===========     ============


NOTE E - STOCKHOLDERS' DEFICIENCY

     1. Warrants

     The expiration dates of the Company's Class A, Class B and Class C Warrants
     have been extended to June 1, 1998. There are presently outstanding a total
     of 723,793  Class A  Warrants,  600 Class B Warrants  and  714,012  Class C
     Warrants.

                                       F-10

<PAGE>

                    Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1998 and 1997


     2.  Stock Option 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 145,880 shares has been issued pursuant to the Plan.

     3.  Common Stock Issued to Officers

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

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

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

NOTE F - 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 $4,950 per month. Rental
     expense under the lease  aggregated  approximately  $59,450 and $57,200 for
     the years ended January 31, 1998 and 1997, respectively.

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

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

                       Year Ending
                       January 31,
                       1999                           $3,000


                                       F-11

<PAGE>

                    Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1998 and 1997


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

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

     2.  Employment Agreements

     Multi  Soft has  employment  agreements  with two  officers  which  provide
     minimum annual  compensation of $200,000  through July 1998. Upon execution
     of these  agreements,  an aggregate of 91,667 shares of Multi Soft's common
     stock was issued to the employees.

     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.

     3.  Payroll Taxes

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

     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 has  accrued  $24,000  prior to
     commencement of the action.  The Company  intends to vigorously  defend the
     lawsuit and has made counterclaims.

NOTE G - MAJOR CUSTOMERS

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

NOTE H - SUPPLEMENTAL INFORMATION

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

                                       F-12

<PAGE>

                    Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1998 and 1997


                                                            1998           1997
                                                            ----           ----

         Cash paid during the year for Interest           $3,304          $7,858
                                                           =====          =====

NOTE I - SOFTWARE LICENSING AGREEMENT

     1.  Software Licensing Agreement

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

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

     The agreements create certain  obligations by Multi Soft,  including future
     maintenance,  staffing,  response and software source code custody.  Future
     enhancements  may be provided by Multi Soft for additional fees. As of July
     1995 Multi Soft has been receiving  monthly  maintenance from IBM regarding
     the above license agreement.

     The  $300,000  royalty  advance has been  recorded  as deferred  revenue in
     fiscal year 1994 and is being recognized as income over the longer of:

     o    The 21 month period of maintenance  included in the agreement  without
          additional fees; or

     o    The period in which the royalty is earned through IBM sales throughout
          the seven year term of the agreement.

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

     For the years  ended  January 31, 1998 and 1997,  Muli Soft  recognized  as
     income $8,022 and $42,864 of the $300,000 advance respectively.

     The contract with IBM's Network Software  Division provides that Multi Soft
     will receive prepaid royalties of $600,000 in quarterly installments over a
     two  year  period.  As  a  result,  IBM  receives  non  exclusive  and  non
     transferable license to market certain Multi Soft products.  The product is
     marketed  under IBM's logo as `Personal  Communications  Toolkit for Visual
     Basic.  Multi  Soft had been  receiving  maintenance  fees  from the  above
     contract.

                                       F-13

<PAGE>

                    Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1998 and 1997


     2.   Marketing Agreements with IBM

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

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

     3.  Joint Development and Marketing Agreement with Bellcore

     In 1995  Multi  Soft,  Inc.  entered  a  joint  development  and  marketing
     agreement with Bellcore to develop and market a Sun Solaris Unix version of
     its WCL product.  The  agreement  provides that Bellcore pay Multi Soft for
     developing  an  extension  of its  WCL  product  to the  Sun  Solaris  Unix
     environment.   Additionally,   Bellcore  shall  pay  a  specified   monthly
     maintenance  fee for a period of one year.  Also,  it provides  for a joint
     marketing agreement in which both companies will share marketing royalties.
     During fiscal 1997, Multi Soft had been receiving maintenance fees from the
     above contract. During fiscal 1998, Multi Soft no longer had been receiving
     maintenance from this contract.

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

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

NOTE K - NEW SUBSIDIARY

     NetCast,  Inc. is a  subsidiary  company and was  incorporated  in April of
     1996.  It is in the business of  developing  new Internet  technologies  to
     create a series of products  and  businesses  that will extend the power of
     advertising on the Internet. The Company currently owns 75% of NetCast. The
     Board of Directors  consists of two officers,  Charles  Lombardo and Miriam
     Jarney.  NetCast  is in the  process  of raising  private  funding  for its
     operations.  However,  we can make no  assurance it will obtain the funding
     necessary to bring its software to the marketplace.



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