SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

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

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

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


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

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

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

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

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

                                                       Yes [X]  No [ ]

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

The Issuer's  consolidated  revenues for the fiscal year ended  January 31, 2000
were: $625,093.

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the  average of the closing  ask ($.75) and  ($.65625)  bid
price  of such  stock,  as of May 5,  2000 is  $9,746,305  based  upon  $.703125
multiplied  by the  13,861,412  Shares  of  Registrant's  Common  Stock  held by
non-affiliates.

The number of shares  outstanding of each of the registrant's  classes of common
stock,  as of May 5, 2000, is 20,505,541  shares,  all of one class of $.001 par
value Common Stock.

     DOCUMENTS INCORPORATED BY REFERENCE: None

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

<PAGE>

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

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

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

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

ITEM 2.  DESCRIPTION OF PROPERTIES.............................................8
         -------------------------

ITEM 3.  LEGAL PROCEEDINGS.....................................................8
         -----------------

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

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

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............9
         --------------------------------------------------------

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

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

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

PART III......................................................................14
--------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         -------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT....................14
         -------------------------------------------------

ITEM 10. EXECUTIVE COMPENSATION...............................................16
         ----------------------

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......18
         --------------------------------------------------------------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................19
         ----------------------------------------------

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................19
         --------------------------------

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

SUPPLEMENTAL INFORMATION......................................................22

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

<PAGE>

                                     PART I
                                     ------

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

GENERAL
-------

     During our fiscal year ended January 31, 2000, we:

o    supported, our subsidiary, Multi Soft, Inc;

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

o    discontinued operations of another of our subsidiaries, NetCast, Inc.

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

                                MULTI SOFT, INC.
                                ----------------

     We incorporated Multi Soft in January 1985 as a wholly owned subsidiary. As
of the date of this report, we own approximately 52% of Multi Soft.

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

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

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

o    INFRONT for DOS.

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

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

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

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

o    screen-based access to mainframe data and processes;
o    message-based access to mainframe and server data and processes;

                                       1
<PAGE>

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

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

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

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

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

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

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

     COMRAD

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

                                       2
<PAGE>

     WCL

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

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

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

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

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

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

     INFRONT

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

o    an intelligent forms subsystem with

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

                                       3
<PAGE>

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

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

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

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

o    other utilities such as code libraries and forms libraries.

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

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

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

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

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

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

CLIENTS
-------

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

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

                                       4
<PAGE>

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

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

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

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

IBM
---

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

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

                                       5
<PAGE>

                                  FREETREK. COM
                                  -------------

     We formed  FreeTrek.Com,  Inc. under the laws of the state of New Jersey in
April 1999.  At  present,  we own  approximately  65% of  FreeTrek's  issued and
outstanding shares of common stock. The balance is held by private investors who
provided  services and cash to fund the initial  software  development and other
start-up activities.

     FreeTrek.Com  is a business to business to consumer  affinity group service
company,  commonly  referred to as a B2B2C affinity group service company,  that
recently commenced  marketing its products and services to businesses,  referred
to as sponsors,  that want to create an Internet  community of their current and
future  customers.  We  refer to this as a  virtual  private  community  or VPC.
FreeTrek's  program,  is a complete  turnkey service for a sponsor which creates
and maintains  the sponsor's VPC on the Internet.  We have not made any sales to
date.

     We formed FreeTrek to:

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

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

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

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

DEFINITIONS:

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

          o    is identified,  created and managed by a  commercially  motivated
               community builder, a sponsor;
          o    is defined by the nature of the common interests of the members;
          o    focuses on member interests; and
          o    it integrates content and communication.

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

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

                                       6
<PAGE>

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

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

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

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

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

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

     During  the  calendar  year  ended  December  31,  1999,   FreeTrek  raised
approximately  $621,000 in gross  proceeds  in a private  offering of its common
stock.  FreeTrek is using these  proceeds,  as well as proceeds  provided from a
private  placement of our common stock, to continue to develop and to market its
products and services.

                                  NETCAST, INC.
                                  -------------

     Our 75%  subsidiary,  NetCast,  Inc.,  was  created in 1996 to develop  new
Internet  technologies  to create a series of products and businesses that would
extend the power of  advertising on the Internet.  Multi Soft provided  services
and  office  space to  NetCast  at cost for  which it has  billed  approximately
$240,000  through  January 31, 2000,  of which  $78,000 was incurred  during the
fiscal year ended January 31, 1999. Multi Soft charged NetCast for this time. We
have  guaranteed  NetCast's  debt to Multi Soft.  In January 2000, we decided to
discontinue any further operations of NetCast.  As a result, a loss of ($87,462)
has been reflected in our consolidated  financial statements for the fiscal year
ended January 31, 2000 as a loss from discontinued operations.  For more detail,
please see our  audited  consolidated  financial  statements  at the end of this
report and the discussion contained in Part II. Item 6. "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

Employees
---------

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

                                       7
<PAGE>

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

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

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

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

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

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

     FreeTrek  competes with other firms and entities that provide marketing and
advertising  to companies,  institutions  and  associations  that want to retain
and/or increase their client or membership  base.  Most of its competitors  have
substantially  greater  resources,  are  better  established,  and have a longer
history of operations than FreeTrek.  In addition,  many  competitors  have more
extensive  facilities  than those  which now or in the  foreseeable  future will
become  available to FreeTrek.  We believe  that  FreeTrek's  ability to compete
primarily  will depend upon the  effectiveness  of its  products and services to
retain and increase client and membership base compared to the  effectiveness of
the services provided by its competitors.

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

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

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

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

                                       8
<PAGE>

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

Tax Liens
---------

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

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

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

                                     PART II
                                     -------

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

     (a) Market Information -- Our 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 closing bid prices
for the our Common Stock on a quarterly  basis for the past two fiscal years and
the first  quarter of fiscal 2001 as reported by the National  Quotation  Bureau
(which reflect  inter-dealer  prices,  without  retail  mark-up,  mark-down,  or
commission and may not necessarily represent actual transactions).  The Warrants
have not traded and hence are not priced.

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

     Period - Fiscal Year 1999                           High            Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 1998                 .33             .04
     Second Quarter ending July 31, 1998                 .32             .11
     Third Quarter ending October 31, 1998               .11             .07
     Fourth Quarter ending January 31, 1999              .32             .07

     Period - Fiscal Year 2000                           High            Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 1999                 .38             .22
     Second Quarter ending July 31, 1999                 .25             .16
     Third Quarter ending October 31, 1999               .22             .14
     Fourth Quarter ending January 31, 2000              .57             .11

     Period - Fiscal Year 2001                           High            Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 2000                 2.43            .48

                                       9
<PAGE>

     (b) Holders -- There were approximately 818 holders of record of our common
stock, 192 holders of record of our class A warrants,  1 holder of record of our
class B warrants  and 51 holders of record of our class C warrants  as of May 5,
2000,  inclusive of those  brokerage  firms and/or  clearing  houses holding our
securities for their  clientele  (with each such brokerage house and/or clearing
house being considered as one holder).

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

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

--------------------------------------------------------------------------------
NAME                                             DATE              NUMBER
                                                            OF SECURITIES ISSUED
--------------------------------------------------------------------------------
MIRIAM JARNEY (A)                              3/15/98             150,000
--------------------------------------------------------------------------------
CHARLES J. LOMBARDO (A)                        3/15/98             150,000
--------------------------------------------------------------------------------
JOSEPH LOMBARDO (A)                            3/15/98             25,000
--------------------------------------------------------------------------------
HES GIFT (A)                                   3/15/98             100,000
--------------------------------------------------------------------------------
JEANETTE RUSSEL (A)                            3/15/98             4,000
--------------------------------------------------------------------------------
J.B. LOWY (A)                                  3/15/98             12,500
--------------------------------------------------------------------------------
LORETTA MESSINA (B)                            3/15/98             15,000
--------------------------------------------------------------------------------
LINDA DORRIAN  (B)                             3/15/98             20,000
--------------------------------------------------------------------------------
LORRAINE HARTLEY (B)                           3/15/98             10,000
--------------------------------------------------------------------------------
HARRY WINGARD (B)                              3/15/98             10,000
--------------------------------------------------------------------------------
HOWARD MENDELSON (B)                           3/15/98             25,000
--------------------------------------------------------------------------------
ELAIN BINE (B)                                 3/15/98             10,000
--------------------------------------------------------------------------------
JOSEPH CAMISCIONI  (B)                         3/15/98             20,000
--------------------------------------------------------------------------------
SHARON JONES (B)                               3/15/98             10,000
--------------------------------------------------------------------------------
PATRICIA MCMAHON (B)                           3/15/98             20,000
--------------------------------------------------------------------------------
LARRY LEVINE (A)                               3/10/99             45,000
--------------------------------------------------------------------------------
ANDY GOREN (A)                                 5/25/99             5,000
--------------------------------------------------------------------------------
JUAN RIVUAL (A)                                11/15/99            200,000
--------------------------------------------------------------------------------
CHARLES LOMBARDO (C)                           11/15/99            250,000
--------------------------------------------------------------------------------
MIRIAM JARNEY (C)                              11/15/99            250,000
--------------------------------------------------------------------------------
NOGA INVESTMENTS IN TECHNOLOGIES, LTD. (D)   1/00 - 4/00           1,000,000
--------------------------------------------------------------------------------

                                       10
<PAGE>

(A)  For services rendered.

(B)  Grant under the Stock Grant Program.

(C)  Represents shares issued in lieu of past accrued salary.

(D)  Issued for an aggregate of $350,000  pursuant to a private  placement under
     section 4(2) of the  Securities  Act of 1933.  428,571 of these shares were
     issued  upon  partial  exercise  of an option  originally  granted  to Noga
     Investments In Technologies,  Ltd. in February 2000. This option is for the
     purchase of an aggregate of 857,142  shares of our common stock at the rate
     of 142,857 shares per month at an exercise price of $0.35 per share.

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

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

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

     Our  revenues  for the fiscal year ended  January  31,  2000 were  $625,093
compared to $805,895 in fiscal year 1999, a decrease of $180,802,  or 22.4%.  We
believe  that this  decrease was due  primarily  to a decrease in revenues  from
license and maintenance fees from $798,708 to $622,091.

     Multi  Soft's two  principal  sources of  revenues  were  license  fees and
maintenance fees which represented  approximately  99.5% or $622,091 of revenues
in fiscal 2000 and 99.1% or $798,708 of revenues in fiscal 1999. We believe that
the decrease in  maintenance  fees during the fiscal year ended January 31, 2000
primarily  was  due  to  the  non-renewal  of  older  maintenance  contracts  by
customers.

     Operating  expenses  totaled  $748,401in  the fiscal year ended January 31,
2000 and $813,462 in the fiscal year ended  January 31, a decrease of $65,061 or
8.0%. We believe that this decrease in operating expenses during the fiscal year
ended  January  31,  2000 was due  primarily  to lower  levels  of  selling  and
administrative costs.

     Other  income was  $83,251 in the fiscal  year ended  January  31, 2000 and
$56,873 in the fiscal  year ended  January 31,  1999,  an increase of $26,873 or
47.3%. We believe that the increase in other income during the fiscal year ended
January  31,  2000  primarily  was due to the  addition  of  minority  share  of
consolidated subsidiary's loss offset by debt extinguishment realized during the
fiscal year ended January 31, 1999, but not during fiscal 2000.

     In the fiscal year ended January 31, 2000,  our loss,  before the loss from
discontinued operations of our subsidiary, Netcast in the amount of $87,462, was
$40,057, compared with net income of $49,306 for the prior year.

     In the fiscal  year  ended  January  31,  2000,  we  incurred a net loss of
$127,519  compared  to net income of $49,306  for the  comparable  period of the
prior year.

                                       11
<PAGE>

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

     In fiscal 2000, IBM accounted for 13% of our total  consolidated  revenues.
In fiscal 1999, IBM accounted for 25% of our total  consolidated  revenues.  IBM
extended its contract with Multi Soft through  December 31, 1999;  however,  IBM
has not  renewed  the  contract.  The loss of  revenues  from  IBM  will  have a
materially adverse effect on our financial condition.  Multi Soft has offset the
loss of revenues from IBM with revenues generated from our affiliate,  FreeTrek,
for  work  related  to  the  prior  and  ongoing  development,  maintenance  and
enhancement of FreeTrek's  products.  However,  FreeTrek is a development  stage
company and,  although it is marketing its products and services,  it has yet to
make its first  sale.  Fees paid by  FreeTrek  have  come from the  proceeds  of
private placements of FreeTrek's  securities and of our securities.  If FreeTrek
is unable to generate substantial revenues or continue to raise funds,  revenues
received by Multi Soft from FreeTrek  most likely will  decrease and  eventually
cease. For more details about Multi Soft's contract with IBM, see the discussion
in Part I. Item 1. "Description of Business."

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

     At January 31,  2000,  we had working  capital of  $164,436.  While we have
experienced cash flow problems, this situation has been alleviated during fiscal
2000 by proceeds from the issuance of stock by our new subsidiary, FreeTrek.Com.
It also has been  alleviated  by the  proceeds  from a private  placement of our
common  stock and the  exercise  of an option  issued  in  conjunction  with the
private placement.  For more information on this private placement, see footnote
C to the chart in "Part  II.  Item 5.  Market  for  Common  Equity  and  Related
Stockholder Matters; Issuances of Common Stock."

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

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

     Working capital (deficiency)        $164,436                   ($444,841)

     Current ratios                       1.36:1                      0.27:1

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

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

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

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

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

     This  annual  report  on  form  10-KSB  contains  certain   forward-looking
statements  regarding,   among  other  things,  our  anticipated  financial  and
operating   results   and  those  of  our   subsidiaries.   For  this   purpose,
forward-looking  statements are any statements contained in this report that are
not

                                       12
<PAGE>

statements  of  historical  fact and  include,  but are not  limited  to,  those
preceded  by or that  include  the words,  "believes,"  "  expects,"  or similar
expressions.  In  connection  with the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995,  we are  including  this  cautionary
statement   identifying   important   factors   that  could  cause  our  or  our
subsidiaries'  actual  results  to differ  materially  from those  projected  in
forward looking statements made by, or on behalf of, us. These factors,  many of
which are beyond our control or the control of our subsidiaries, include:

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

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

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

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

                     MULTI SOLUTIONS, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                       FISCAL YEAR ENDED January 31, 2000

                                      INDEX

                                                                          Page #
                                                                          ------

     Report of Independent Certified Public Accountant                        F1

     Consolidated Balance Sheets - January 31, 2000 and 1999                  F2

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

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

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

     Notes to Financial Statements Schedules                                  F7

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

                                       13
<PAGE>

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

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

                                    PART III
                                    --------

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

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

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

Miriam G. Jarney             Executive Vice President, Secretary and Director

Larry Spatz                  Director

George Mansur Jr.            Director

James J. Kaput, Ph.D.        Director

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

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

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

                                       14
<PAGE>

Member of the American Physical Society, The American  Mathematical Society, The
Society for  Industrial  and Applied  Mathematics,  The American  Association of
Physics Teachers, and the Philosophy of Science Association.

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

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

     GEORGE  MANSUR,  JR.,  age 70, has been a member of our Board of  Directors
since March 1982.  Since March,  1984,  Mr. Mansur also has been Chairman of ALG
Corp.  and  Chairman of Auto Loan  Guarantee  Company,  as well as  President of
National Benefit Services Corp. and Executive Vice President of Benefit Services
Group,  Ltd.  Since  January  1981,  Mr. Mansur has been an officer of Petro-Art
Ltd., an inactive publicly owned New Jersey  corporation.  From 1971 to 1976, he
was  President  of  Benefit  Communications,  Corp.  From  1977 to 1978,  he was
marketing  director of Commercial  Credit Corp., and in 1979 and 1980, he was an
officer of Coronet  Graphics,  Ltd.  and Agri  Parogram,  Ltd.  Mr.  Mansur is a
Charter Member of the International Association of Financial Planners.

     DR.  JAMES J.  KAPUT,  age 58, has been a member of our Board of  Directors
since  July  1989.  He  has  been  a  Professor  of   Mathematics   at  Southern
Massachusetts  University  since 1968.  Since 1986,  he also has been a Research
Associate at Harvard University. Dr. Kaput received a B.S. Degree in Mathematics
from Worcester  Polytechnic  Institute in 1964 and a Ph.D. in  Mathematics  from
Clark University in 1968.

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

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

                                       15
<PAGE>

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

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

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                               ANNUAL COMPENSATION                               LONG TERM COMPENSATION
                ------------------------------------------------    ------------------------------------------------
                                                                            AWARDS                   PAYOUTS
                                                                    ----------------------    ----------------------
NAME &          FISCAL       SALARY      BONUS      OTHER ANNUAL    RESTRICTED     OPTIONS     LTIP      ALL OTHER
PRINCIPLE        YEAR         ($)         ($)       COMPENSATION    STOCK AWARD     SARS      PAYOUTS   COMPENSATION
POSITION                                                ($)             ($)                     ($)         ($)
--------------------------------------------------------------------------------------------------------------------
<S>              <C>     <C>               <C>      <C>                  <C>         <C>         <C>         <C>
CHARLES J.       2000        $54,167       $0       (D) $16,700          $0          $0          $0          $0
LOMBARDO CEO     1999        $12,500       $0       (C) $34,550          $0          $0          $0          $0
                 1998    (A) $60,000       $0       (D) $40,493          $0          $0          $0          $0
--------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY    2000        $54,167       $0                $0          $0          $0          $0          $0
EXEC. V.P.       1999        $25,000       $0       (E) $16,000          $0          $0          $0          $0
                 1998    (B) $60,000       $0                $0          $0          $0          $0          $0
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(A)  Includes accrued and unpaid salary to Charles Lombardo of $39,167.
(B)  Includes accrued and unpaid salary to Miriam Jarney of $10,000.
(C)  Consisting  of  $19,950  in  consulting  fees and  common  stock  valued at
     $14,600.
(D)  Consulting fees
(E)  Common stock valued at $16,000

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

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS

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

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

                                       16
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       17
<PAGE>

     Through fiscal 1997, Mr. Lombardo and Ms. Jarney accrued a portion of their
Multi Soft  salaries.  The balance due between  both  officers as of January 31,
2000, on a  consolidated  basis,  is $792,797  including  deferred  increases of
$586,605.  Since fiscal 1998, Mr. Lombardo and Mr. Jarney have relinquished that
portion  of their  annual  compensation  that was earned but not paid for fiscal
1998 through fiscal 2000.

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

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                                  AMOUNT AND NATURE OF          PERCENT OF CLASS (1)
                                                                           BENEFICIAL
                                                                           OWNERSHIP
------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                               <C>
CHARLES J. LOMBARDO                                                      4,237,986 (2)                      20.7%
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL
OFFICER, & TREASURER
1511 LAURIE LANE, YARDLEY, PA  19067
------------------------------------------------------------------------------------------------------------------------
MIRIAM G. JARNEY                                                         2,389,000 (3)                      11.7%
EXECUTIVE VICE PRESIDENT, SECRETARY, DIRECTOR
21 DOERING WAY, CRANFORD, NJ  07106
------------------------------------------------------------------------------------------------------------------------
LARRY SPATZ                                                                  0 (4)                           0.0%
DIRECTOR
3175 COMMERCIAL AVE., SUITE 222
NORTHBROOK, IL  60062
------------------------------------------------------------------------------------------------------------------------
JAMES J. KAPUT, PHD.                                                         10,000                          **
DIRECTOR
473 CHASE ROAD, N. DARTMOUTH, MA 02747
------------------------------------------------------------------------------------------------------------------------
GEORGE E. MANSUR, JR.                                                        7,143                           **
DIRECTOR
1413 STATE RD., PHOENIXVILLE, PA  19460
------------------------------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (5 PERSONS)              6,644,129 (4)                      32.4%
------------------------------------------------------------------------------------------------------------------------
</TABLE>
**   Less than one percent.

(1)  Based upon 20,505,541 shares of common stock outstanding on May 5, 2000.

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

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

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

                                       18
<PAGE>

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

     As of January  31,  1999,  Multi Soft had a demand  loan with a  commercial
bank.  As of March 31,  1999,  the loan was paid off and Multi Soft is no longer
indebted to this bank.  During 2000 and 1999,  the maximum  amount of borrowings
outstanding were $0 and $16,338, respectively.

     Although there is no written  agreement  between us and Multi Soft granting
us preemptive rights with regard to our majority  ownership of Multi Soft common
stock, in practice, we have and plan to continue to acquire sufficient shares of
Multi Soft's common stock to assure our majority ownership in Multi Soft.

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

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

Exhibits
--------

  3.a     Certificate of Incorporation (1)
  3.b     By-Laws  (1)
  4.a     Specimen Common Stock (1)
  4.b     Class A Warrant (1)
  4.c     Class B Warrant (1)
  4.d     Class C Warrant (4)
 10.a     Our Employment Agreement with Charles J. Lombardo (5)*
 10.b     Multi Soft Employment Agreement with Charles J. Lombardo (5)*
 10.c     Multi Soft Employment Agreement with Miriam G. Jarney(5)*
 10.d     Licensing Agreement with Widow, Inc. (6)
 10.e     Agreements with IBM (2)
 10.f     Copy of  Non-Qualified  Stock  Option  Plan,  Stock Grant  Program and
          Employee Incentive Stock Option Plan (3)
 10.g     Amendments to Non-Qualified Stock Option and Stock Grant Program (4)
 21.      List of Subsidiaries
 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 our Form S-18  Registration  Statement,
     File No.  2-85710-NY  filed  with the  Commission  on July  14,  1983,  and
     incorporated herein by reference.

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

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

                                       19
<PAGE>

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

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

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

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

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

                                       20
<PAGE>

                                   SIGNATURES

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

                                                 MULTI SOLUTIONS, INC.

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

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

SIGNATURES                     TITLE                                DATE


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

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


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


/S/ James Kaput, PhD.          Director                             May 12, 2000
---------------------------
James Kaput, PhD.


/S/ George E. Mansur, Jr.      Director                             May 12, 2000
---------------------------
George E. Mansur, Jr.

                                       21
<PAGE>

                            SUPPLEMENTAL INFORMATION

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

                                 Not Applicable.

                                       22
<PAGE>

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

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


To the Board of Directors
MULTI SOLUTIONS, INC.

I have audited the  accompanying  balance  sheets of MULTI  SOLUTIONS,  INC. AND
SUBSIDIARIES  as of January  31,  2000 and 1999 and the  related  statements  of
operations,  changes in  stockholders'  equity and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on our audit.

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

In my 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, 2000 and 1999 and the results of its  operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.


STEWART W. ROBINSON

New York, New York
May 9, 2000

                                      -F1-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                   2000            1999
                                                               ------------    ------------
ASSETS
CURRENT ASSETS
<S>                                                            <C>             <C>
     Cash                                                      $    342,207    $     18,420
     Accounts Receivable (net of allowance for doubtful
       accounts of $37,486 and $43,783 for 2000 and
       1999 respectively                                            140,484         132,316
     Prepaid expenses and other current assets                       44,992          13,385
     Subscriptions receivable                                       100,000
                                                               ------------    ------------
          Total current assets                                      627,683         164,121

FURNITURE AND EQUIPMENT
     Research and Development Equipment & Software                   74,982          63,526
     Office furniture and other equipment                            61,874          20,474
                                                               ------------    ------------
                                                                    136,856          84,000
     Less: Accumulated Depreciation                                 (27,515)        (16,780)
                                                               ------------    ------------
                                                                    109,341          67,220

Organizational costs                                                 11,126           2,415
      Less: Accumulated Amortization                                 (4,569)           (968)
                                                               ------------    ------------
                                                                      6,557           1,447
OTHER ASSETS
     Capitalized software development costs                       1,554,869       1,607,505
     Less accumulated amortization                                 (712,776)       (809,915)
                                                               ------------    ------------
                                                                    842,093         797,590

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

                                                               $  1,585,674    $  1,030,578
                                                               ============    ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F2-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2000 and 1999

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS'                                      2000            1999
                                                               ------------    ------------
DEFICIENCY
CURRENT LIABILITIES
<S>                                                            <C>             <C>
     Loan payable to bank                                      $         --    $        796
     Note Payable                                                        --           6,565
     Accrued payroll                                                 14,783              --
     Payroll and other taxes payable                                 19,048          19,480
     Accounts Payable                                                95,692         196,416
     Accrued officer compensation                                   206,192         198,057
     Deferred Revenues                                              127,532         187,648
                                                               ------------    ------------
          Total current liabilities                                 463,247         608,962

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

MINORITY INTEREST IS SUBSIDIARY                                     556,604              --

COMMITMENTS AND CONTINGENCIES -- Note F

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 40,000,000 shares
      $.001 par value, issued and outstanding                        20,170          18,814
     20,169,827 (2000) and 18,813,398 (1999)
     Additional paid-in capital,                                  8,886,456       8,661,197
     Accumulated deficit                                         (8,927,408)     (8,845,000)
                                                               ------------    ------------
                                                                    (20,782)       (164,989)

                                                               $  1,585,674    $  1,030,578
                                                               ============    ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F3-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended January 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                   2000            1999
                                                               ------------    ------------
REVENUES
<S>                                                            <C>             <C>
      License fees                                             $    177,099    $    273,760
      Maintenance fees                                              444,992         524,948
      Consulting and Other fees                                       3,002           7,187
                                                               ------------    ------------
         Total revenues                                             625,093         805,895

EXPENSES
      Software development and technical support                    248,944         239,794
      Selling and administrative                                    499,457         573,668
                                                               ------------    ------------

         Total expenses                                             748,401         813,462
                                                               ------------    ------------

         (Loss)  from operations                                   (123,308)         (7,567)

OTHER INCOME (EXPENSE)
      Other Revenues                                                  5,269          66,391
      Interest income (expense)                                       3,589          (9,518)
      Minority share of consolidated subsidiary's loss               74,393              --
                                                               ------------    ------------
         Total other income                                          83,251          56,873

         Income (loss) before discontinued operations               (40,057)         49,306

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

         Net income (loss)                                     ($   127,519)   $     49,306
                                                               ============    ============

         Weighted average shares outstanding                     19,527,207      18,749,543
                                                               ============    ============

         Income per share                                            a               a
                                                               ============    ============
</TABLE>

         (a)  less then $.01 per share

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F4-
<PAGE>

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

<TABLE>
<CAPTION>
Years ended January 31, 2000 and 1999                                   Total                                        Total
                                               Common Stock            paid-in      Accumulated      Deferred     stockholders
                                            Shares       Amount        capital        deficit      Compensation    deficiency
                                            ------       ------        -------        -------      ------------    ----------
<S>                                       <C>           <C>          <C>            <C>                <C>         <C>
Balance at January 31, 1998               18,266,898    $ 18,267     $ 8,644,851    ($8,925,731)       ($1,334)    ($263,947)

Issuance of restricted common stock          506,500         507          34,949                       (35,456)

Issuance of common stock                      40,000          40           1,960                                       2,000

Addition to Minority Interest used to
reduce loss absorbed at  %100                                                            31,426                       31,426

Amortization of stock grants                                                                            16,226        16,226

Net  Income                                                                              49,305                      49,305
                                          ----------    --------     -----------    -----------      ---------      --------

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

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

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

Amortization of stock grants                                                                            26,615        26,615
                                                                                                                          --
Net loss                                                                               (127,519)                    (127,519)
                                          ----------    --------     -----------    -----------      ---------      --------

Balance at January 31, 2000               20,169,827    $ 20,170     $ 8,932,905    $(8,927,408)     $ (46,449)     ($20,782)
                                          ==========    ========     ===========    ===========      =========      ========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F5-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended January 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                       2000            1999
                                                                   ------------    ------------
Cash flows from operating activities
<S>                                                                <C>             <C>
      Net Income (loss)                                            ($   127,519)   $     49,306
      Adjustments to reconcile net income (loss) to net cash
           provided by operating activities

      Depreciation and amortization                                     243,280         246,104

      Changes in assets and liabilities
         Accounts receivable                                             (8,168)        (73,681)
         Prepaid expenses and other current assets                      (31,607)          7,416
         Accrued payroll                                                 14,783         (20,080)
         Payroll and other taxes payable                                   (432)        (13,275)
         Note Payable                                                    (6,565)         (4,774)
         Accounts payable and accrued expenses                         (100,724)         29,147
         Accrued officer compensation                                     8,135              --
         Deferred revenues                                              (60,116)         (4,172)
                                                                   ------------    ------------

                Net cash provided (used) by operating activities        (68,933)        215,991

Cash flows from investing activities
      Capital expenditures                                              (52,856)             --
      Organization costs of subsidiaries                                 (8,711)             --
      Write off of intangibles                                              200              --
      Capitalized software development costs                           (273,447)       (261,205)
                                                                   ------------    ------------

                Net cash used in investing activities                  (334,814)       (261,205)

Cash flows from financing activities
      Net repayments under loan and line of credit agreements              (796)        (15,542)
      Minority interest and loss in excess of investments               549,215          31,426
      Amortization of stock grants                                       26,615          16,226
      Subscription receivable                                          (100,000)             --
      Issuance of capital stock                                         252,500           2,000
                                                                   ------------    ------------

                Net cash provided by financing activities               727,534          34,110
                                                                   ------------    ------------

                NET INCREASE (DECREASE) IN CASH                         323,787         (11,104)

Cash at beginning of year                                                18,420          29,524
                                                                   ------------    ------------

Cash at end of year                                                $    342,207    $     18,420
                                                                   ============    ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F6-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


NOTE A - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Multi Solutions,  Inc. the "Company" was incorporated under the laws of the
     State of New Jersey on July 26,  1982.  The Company is  presently a holding
     company for its ownership of its  subsidiaries,  Multi Soft,  Inc.  ("Multi
     Soft"),  Freetrek.Com,  Inc. ("FreeTrek") and NetCast, Inc. ("NetCast"). As
     of  January  31,  2000,  the  Company  owns 51.3% of Multi  Soft,  59.3% of
     FreeTrek and 75% of NetCast.

     The Company's  consolidated  financial  statements have been presented on a
     going concern basis,  which  contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business. The liquidity
     of the Company has been  adversely  affected in recent years by significant
     losses  from  operations.  The  Company  had a  consolidated  net (loss) of
     ($127,519) which includes loss from discontinued operations of ($87,462) in
     2000 compared  with income of $49,306 in 1999. In addition,  at January 31,
     2000,  the  Company's  current  liabilities   exceeded  current  assets  by
     $161,846.

     Multi Soft continues to market its products and has decreased its operating
     costs.  In addition,  Multi Soft has generated  revenues  through  services
     rendered  to the  Company's  FreeTrek  subsidiary  and  hopes  to  generate
     additional  revenues  from  services to be rendered to FreeTrek and others.
     The Company has raised  $350,000 to date from the sale of its common  stock
     in a private  transaction;  and the  purchaser  has an option to acquire an
     additional $150,000 worth of common stock.  Moreover,  through December 31,
     1999, FreeTrek raised $621,000 from sales of its common stock.

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

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

     The accompanying  consolidated financial statements include the accounts of
     the Company and its  subsidiaries,  Multi Soft,  FreeTrek and NetCast.  All
     significant  intercompany balances and transactions have been eliminated in
     consolidation.  None of Multi  Soft's net income 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 $3,157 and $3,563 for the years ended January 31,
     2000 and 1999 respectively.

     3.   Capitalization of Computer Software Development Costs
          -----------------------------------------------------

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

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

     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 and IBM, which
     began in October

                                      -F7-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


     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, 2000 and 1999 are $658,611  and  $650,263,
     respectively.

     FreeTrek  is  continuing  to  modify  and  improve  its  software  and  has
     capitalized  $183,482  of  software  development  costs and has not started
     amortization.  Amortization  will  commence upon release of the software to
     customers.

     Amortization  expense  for all  products  at January  31, 2000 and 1999 was
     $228,944 and $239,794 respectively.

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

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

     5.   Deferred Compensation
          ---------------------

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

     6.   Income (Loss) Per Share
          -----------------------

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

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

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

     8.   Income Taxes
          ------------

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

NOTE C - NOTES PAYABLE

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

     Multi Soft had a demand loan payable to a commercial bank with a balance of
     $796 at January 31, 1999.  Borrowings were  collateralized  by Multi Soft's
     accounts  receivable  and bear  interest  at the bank's  prime rate plus 2%
     (9.75% at January  31,  1999) As of March 31, 1999 Multi Soft paid off this
     note in full.

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

                                      -F8-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


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

NOTE D - INCOME TAXES

     As a result of  losses  incurred  in  recent  years,  the  Company  and its
     subsidiaries separately have net operating loss carry-forwards available to
     offset future federal taxable income of approximately  $5.6 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.

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, 2000. There are presently outstanding a total
     of 723,793  Class A  Warrants,  600 Class B Warrants  and  714,012  Class C
     Warrants.

     2.   Stock and Option Compensation Plan
          ----------------------------------
     In June 1993,  the Company  adopted an  Employee,  Consultant  and Advisory
     Stock and Option Compensation Plan (the Plan). Pursuant to the terms of the
     Plan,  an aggregate of up to 2,500,000  shares of common  stock,  $0.01 par
     value per share (the common stock), and/or options to purchase common stock
     may be  granted  to  persons  who are,  at the time of  issuance  or grant,
     employees or officers of, or  consultants  or advisors to, the Company.  To
     date, an aggregate of 895,880 shares has been issued pursuant to the Plan.

     3.   Common Stock Issued to Affiliates
          ---------------------------------
     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.

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

     In March 1998,  the Company  issued  150,000 shares of common stock each to
     Charles J. Lombardo and Miriam Jarney for services rendered.

     In  November,  1999,  the Company  issued  250,000 of common  stock each to
     Charles J. Lombardo and Miriam Jarney in lieu of past accrued salaries.

     4.   Private Placement
          -----------------
     In January 2000, an investor signed a subscription  agreement and completed
     the purchase of 571,429 shares of the Company's  common stock for $200,000.
     In  connection  therewith,  the  Company  issued an option  to  acquire  an
     aggregate  of  857,142  shares at $.35 per share.  As of May 9,  2000,  the
     option has been exercised to purchase an aggregate of 428,571  shares.  The
     Company  has  received  an  aggregate  of  $350,000  from  this  series  of
     transactions  resulting in this investor owning  approximately  4.9% of the
     outstanding shares.

                                      -F9-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


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 $5,600 pr month increased
     from  $5,200  per  month.   Rental  expense  under  the  lease   aggregated
     approximately  $62,400 and $63,200 for the years ended January 31, 2000 and
     1999, respectively.

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

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

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

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

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

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

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

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

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

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

     Certain  Federal  and state  taxes,  interest,  and  penalties  aggregating
     approximately $13,000 remain unpaid at January 31, 2000.

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

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

     In May 1997, a lawsuit was commenced against NetCast by former  consultants
     for approximately  $113,000.  The Company vigorously  defended the lawsuit.
     During  the  fiscal  year  2000  this  lawsuit  was  found  in favor of the
     plaintiff.

     Although  NetCast is liable for the damages  from this  lawsuit,  it has no
     assets and has discontinued operations. Consequently, no future income will
     be earned and NetCast will never have any assets. The Company is not liable
     for the debt of  NetCast.  Accordingly,  no expense or  liability  for this
     award has been included in the consolidated financial statements.

                                     -F10-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999


NOTE G - MAJOR CUSTOMERS

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

NOTE H - SUPPLEMENTAL INFORMATION

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

                                                     2000           1999
                                                     ----           ----

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

NOTE I - SOFTWARE LICENSING AGREEMENT

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

NOTE J - RELATED PARTY TRANSACTIONS

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

     Multi Soft  provides  certain  services  and office  space to NetCast.  The
     balance  due from  NetCast,  for such  services,  at January  31,  2000 was
     $234,592. The Company has guaranteed this debt to Multi Soft.

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

NOTE K - NETCAST

     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.

     In January 2000 the Board of Directors  decided to discontinue  any further
     operations of NetCast,  Inc. with the result that a loss from  discontinued
     operations  in the amount of  $87,462  is  reflected  in the  statement  of
     operations  for the  fiscal  year ended  January  31,  2000.  See Note F-4.
     Litigation.

                                     -F11-