SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

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

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

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

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

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

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

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

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

                               Yes [X]    No [ ]

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

Issuer consolidated revenue for the fiscal year: $805,895.

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant  based on the  average ask ($.36) and ($.33) bid price of such stock,
as of April 21, 1999 is $4,295,461 based upon $.345 multiplied by the 12,189,741
Shares of Registrant's Common Stock held by non-affiliates.

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of April 21, 1999, is 18,813,398 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, 1999

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

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

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

ITEM 2.  PROPERTIES............................................................6
         ----------

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

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

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

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

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

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

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         -----------------------------------------------------------
         AND FINANCIAL DISCLOSURES............................................10
         -------------------------

PART III......................................................................10
--------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         -------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT....................10
         -------------------------------------------------

ITEM 10. EXECUTIVE COMPENSATION...............................................11
         ----------------------

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......13
         --------------------------------------------------------------

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

PART IV.......................................................................14
-------

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................14
         --------------------------------

SIGNATURES....................................................................16

FINANCIAL STATEMENTS                                                          F1

                                      -2-
<PAGE>

PART I
------

Item 1.   Business.
          ---------
General
-------

During the fiscal year ended  January  31,  1999,  Multi  Solutions,  Inc.  (the
"Company" or "Multi  Solutions") was relatively  inactive,  its primary activity
being the  support of its  subsidiary,  Multi Soft,  Inc.  ("Multi  Soft").  The
business of Multi Soft is discussed below.

BUSINESS OF MULTI SOFT
----------------------

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

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

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

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

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

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

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

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

     COMRAD is a new component-based  development tool released in July 1998. It
takes  advantage of  Microsoft's  COM/DCOM  technology  and will  generate  both
components and complete applications, not just applications as currently

                                      -3-
<PAGE>

done by WCL. COMRAD will allow you to build client server applications today and
use  the  same  code  for  your  Internet/Intranet  applications  tomorrow.  The
components  generated by COMRAD that  interface  with the  mainframe can be used
both by Visual Basic and the your Internet browsers, on individual  workstations
or Windows NT servers,  depending on the needs of your application.  Persistence
and security are achieved  through the use of Microsoft's  Internet  Information
Server (IIS) and Active Server Pages (ASP).

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

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

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

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

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

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

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

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

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

Clients
-------

     Multi  Soft's  past  and  current  client  base  spans  over  40,000  users
throughout approximately 125 Fortune 500 companies. Customers that have licensed
Multi Soft's products include:  American Cyanamid,  Bell Atlantic, ITT Hartford,
Honda, Con

                                      -4-
<PAGE>

Edison, Hoechst, American International Group, Ciba Geigy, Comdisco, EDS, Exxon,
General  Electric,   Hilton,   Lever  Brothers,   Teachers  Insurance,   Chicago
Northwestern and US West Business.

In-House Marketing and Sales
----------------------------

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

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

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

IBM
---

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

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

Employees
---------

     The Company only has two employees,  its officers:  Charles J. Lombardo and
Miriam  Jarney.  Employees of Multi Soft devote such time as is necessary to the
Company's  business.  Multi Soft has eight full time  employees,  including  two
officers,  one support personnel,  four technical and engineering personnel plus
several  independent  consultants,  which  work for the  company on an as needed
basis.

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

     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 a advance over other
products being marketed.

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

     NetCast,   Inc.  is  a  subsidiary  company  of  Multi  Solutions  and  was
incorporated  in April of 1996. It is in the business of developing new Internet
technologies  to create a series of products and businesses that will extend the
power of  advertising  on the Internet.  Multi  Solutions  currently owns 75% of
NetCast.  Multi Soft  provides  services and office space to NetCast at cost for
which it has billed approximately  $234,592 through January 31, 1999. During the
fiscal year ending  January 31, 1999 Charles J.  Lombardo  devoted a substantial
amount of his time to NetCast  activities.  Multi Soft charged  NetCast for this
time. Multi Solutions has guaranteed  NetCast's debt to Multi Soft. The Board of
Directors consists of two officers, Charles

                                      -5-
<PAGE>

Lombardo and Miriam  Jarney.  No assurance  can be made that NetCast will obtain
the funding necessary to complete its software and bring it to the marketplace.

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

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

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

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

In May 1997, a lawsuit was commenced  against  NetCast in the Superior  Court of
New  Jersey  by former  consultants  for  approximately  $113,000  for  services
rendered.  The Company  has  accrued  $24,000  for  services  rendered  prior to
commencement of the action.  The Company contests the claim and contends that no
services  were  rendered nor product  delivered.  Also,  the Company  intends to
vigorously defend the lawsuit and has made counterclaims.

Tax Liens
---------

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

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

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

                                     PART II
                                     -------

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

     (a) Market Information -- The Company's Common Stock, Class A Warrants (for
one share of Common  Stock and one Class B Warrant),  Class B Warrants  (for one
share of Common Stock), and Class C Redeemable Warrants (for one share of Common
Stock)  are  traded in the  over-the-counter  market,  and are quoted on The OTC
Bulletin Board (symbol: "MULT").

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

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

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

                                      -6-
<PAGE>

     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

     (b)  Holders  -- There  were  approximately  843  holders  of record of the
Company's Common Stock, 189 holders of record of the Class A Warrants,  1 holder
of  record  of the  Class B  Warrants  and 54  holders  of record of the Class C
Warrants as of March 9, 1999, inclusive of those brokerage firms and/or clearing
houses  holding the Company's  securities  for their  clientele  (with each such
brokerage house and/or clearing house being considered as one holder).

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

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
--------------------------------------------------------------------------------
(A)  For services rendered
(B)  Grant under the Companies Stock Grant Program

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

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

Fiscal Year Ended  January 31,  1999  Compared to Fiscal Year Ended  January 31,
--------------------------------------------------------------------------------
1998
----

     Revenues  for the fiscal  year ended  January  31,  1999 were  $805,895  as
compared to $901,450 in fiscal year 1998,  a decrease of $95,555  (10.6%).  This
decrease is primarily  due to a decrease in  maintenance  fees from  $645,265 to
$524,948 much of which come from the Multi Soft's largest customers. The primary
reason for this  decrease is that there were no royalty  advances  paid to Multi
Soft during this fiscal year.

                                      -7-
<PAGE>

     In fiscal 1999 and 1998,  Multi  Soft's two  principal  sources of revenues
were license fees and maintenance  fees which  represented  approximately  99.2%
($798,948) and 98.6% ($888,411) of revenues, respectively.

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

     Operating  expenses  decreased  9.1% from fiscal 1998  ($895,749) to fiscal
1999 ($813,462)  primarily as a result of lower selling and administrative costs
offset by an increase in software development costs. The decrease in selling and
administrative  costs is principally due to lower levels of salaries and related
costs.

     Other  income  (expenses)  changed from $(804) in fiscal 1998 to $56,873 in
fiscal 1999.

As a result of the foregoing,  Multi Solution's earned net income in fiscal 1999
of $49,306 compared to its net income in 1998 of $4,897.

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

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

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

     At January  31,  1999,  the  Company had a working  capital  deficiency  of
($444,841) and has experienced cash flow problems.

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

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

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

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

     Working capital (deficiency)       ($444,841)                  ($483,700)

     Current ratios                        .30:1                      .18:1

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

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

Year 2000
---------

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

                                      -8-
<PAGE>

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

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

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

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

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

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

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

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

     The  following  financial  statements  are attached to 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, 1999

                                      INDEX

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

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

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

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

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

     Notes to Financial Statements                                        F7-F14

                                      -9-
<PAGE>

Schedules
---------

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

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

          None

                                    PART III
                                    --------

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

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

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

Miriam G. Jarney         Executive Vice President, Secretary and Director

Larry Spatz              Director

George Mansur Jr.        Director

James J. Kaput, Ph.D.    Director


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

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

     CHARLES J. LOMBARDO,  age 56, has been the Company's  Chairman of the Board
of Directors,  Chief Executive  Officer,  Chief Financial  Officer and Treasurer
since August  1982.  He has been Multi Soft's  Chief  Executive  Officer,  Chief
Financial  Officer and  Treasurer  since January  1985.  From 1972 to 1993,  Mr.
Lombardo also served as the President of Petro-Art,  Ltd., an inactive  publicly
owned company and its wholly owned subsidiary JCT Enterprises, Inc. Mr. Lombardo
was  President of Hopewell  Graphic  Industries  from 1969 through 1971 and from
1967 to 1969 was associated with Keystone Computer  Associates as a staff member
in the Physics Section of the Systems  Analysis  Department.  From 1965 to 1967,
Mr. Lombardo served as a scientist in the Plasma Physics  Department of Raytheon
Space and Information  Systems Division.  Mr. Lombardo has a Bachelor of Science
degree in Physics  from  Worcester  Polytechnic  Institute  (1964),  a Master of
Science degree in Physics from Northeastern  University (1966) and has continued
studies toward a Ph.D. in Theoretical  Physics.  Mr. Lombardo is a Member of the
American Physical Society,  The American  Mathematical  Society, The Society for
Industrial  and  Applied  Mathematics,   The  American  Association  of  Physics
Teachers, and the Philosophy of Science Association.

     MIRIAM G. JARNEY, age 58, has been a Director, Executive Vice President and
Secretary  of the  Company  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.  In February 1982, Ms. Jarney started her own company,  Dedicated
Systems,   Inc.,  for  the  purpose  of  packaging  computer  software  for  the
microprocessor market, which company is inactive.

                                      -10-
<PAGE>

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

     GEORGE MANSUR,  JR., age 69, has been a Director of the Company since March
1982.  Since March,  1984,  Mr. Mansur has also been  Chairman of ALG Corp.  and
Chairman  of Auto Loan  Guarantee  Company,  as well as  President  of  National
Benefit  Services Corp. and Executive Vice President of Benefit  Services Group,
Ltd.  Since January 1981,  Mr. Mansur has been an officer of Petro-Art  Ltd., an
inactive  publicly  owned New  Jersey  corporation.  From  1971 to 1976,  he was
President of Benefit  Communications,  Corp. From 1977 to 1978, he was marketing
director of Commercial  Credit Corp., and in 1979 and 1980, he was an officer of
Coronet Graphics, Ltd. and Agri Parogram, Ltd. Mr. Mansur is a Charter Member of
the International Association of Financial Planners.

     DR. JAMES J. KAPUT,  age 57, a Director of the Company since July 14, 1989,
has been a Professor of Mathematics at Southern  Massachusetts  University since
1968. Since 1986, he has also been a Research  Associate at Harvard  University.
Dr. Kaput  received a B.S.  Degree in  Mathematics  from  Worcester  Polytechnic
Institute in 1964 and a Ph.D. in Mathematics from Clark University in 1968.

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

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

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

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

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                             ANNUAL COMPENSATION                                     LONG TERM COMPENSATION
---------------------------------------------------------------- ---------------------------------------------------------
                                                                             AWARDS                      PAYOUTS
---------------------------------------------------------------- ----------------------------- ---------------------------
NAME &          FISCAL    SALARY ($)      BONUS    OTHER ANNUAL      RESTRICTED      OPTIONS        LTIP        ALL OTHER
PRINCIPLE        YEAR                      ($)     COMPENSATION         STOCK          SARS        PAYOUTS      COMPENSA-
POSITION                                                ($)           AWARD ($)                      ($)         TION ($)
--------------------------------------------------------------------------------------------------------------------------
<S>              <C>     <C>                 <C>    <C>                     <C>           <C>           <C>            <C>
CHARLES J.       1999    (A) $12,500         $0     (C) $34,550             $0            $0            $0             $0
LOMBARDO CEO     1998    (A) $ 60,000        $0     (D) $40,493             $0            $0            $0             $0
                 1997        $ 80,000        $0         $20,000             $0            $0            $0             $0
--------------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY    1999    (B) $25,00          $0     (E) $16,000             $0            $0            $0             $0
EXEC. V.P.       1998    (B) $ 60,000        $0              $0             $0            $0            $0             $0
                 1997        $ 80,000        $0              $0             $0            $0            $0             $0
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(A)  Accrued  and unpaid to Charles  Lombardo  $0 for 1999 and $39,167 for prior
     year.
(B)  Accrued and unpaid to Miriam Jarney $0 for 1999 and $10,000 for prior year.
(C)  Consisting  of $19,950 in consulting  fees and the  Companies  common stock
     valued at $14,600

                                      -11-
<PAGE>

(D)  Consulting fees
(E)  The Companies common stock valued at $16,000

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

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS

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

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


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

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

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

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

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 the Chairman of the Board, Chief Executive Officer,  Chief Financial
Officer and  Treasurer of the Company.  The  agreement  contains  non-disclosure
provisions and a one year  restrictive  covenant  preventing  Mr.  Lombardo from
becoming  employed  by a similar  company in any state or country in which Multi
Soft does business,  or engaging in a competitive  business for his own account.
Mr.  Lombardo is  entitled  to annual  salary  increases  of at least 10%,  plus
additional  annual  compensation  equal to 2% of Multi Soft's after tax profits.
Under Mr.  Lombardo's  contract  he may assign any part of his salary to a third
party as a consulting fee.

     Mr.  Lombardo  also is entitled to a salary from the Company of $25,000 per
year, which he 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 the Company,  which 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

                                      -12-
<PAGE>

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, the Company issued  1,000,000 shares of common stock to
Mrs. Jarney in lieu of accrued salary of Multi Soft.

     During fiscal 1997 and fiscal 1998,  Mr.  Lombardo and Ms. Jarney accrued a
portion of their  salaries.  The balance due between both officers as of January
31, 1999 is $784,662 including deferred increases of $631,605.

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

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                      AMOUNT AND NATURE OF    PERCENT OF CLASS
                                                               BENEFICIAL
                                                               OWNERSHIP
----------------------------------------------------------------------------------------------------
<S>                                                            <C>                       <C>
CHARLES J. LOMBARDO                                            4,362,414 (2)             23.1%
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, & TREASURER
1511 LAURIE LANE, YARDLEY, PA  19067
----------------------------------------------------------------------------------------------------
MIRIAM G. JARNEY                                               2,244,100 (3)             11.9%
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)                                       6,623,657 (4)             35.2%
----------------------------------------------------------------------------------------------------
</TABLE>
**   Less than one percent.

(1)  Based upon 18,813,398 shares of common stock outstanding on April 2, 1999

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

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

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

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

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

                                      -13-
<PAGE>

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

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

                                     PART IV
                                     -------

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

Exhibits
--------

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

  4.a     Specimen Common Stock of the Company (1)
  4.b     Class A Warrant (1)
  4.c     Class B Warrant (1)
  4.d     Class C Warrant (4)
  10.a    Company Employment Agreement with Charles J. Lombardo (5)*
  10.b    Multi Soft Employment Agreement with Charles J. Lombardo (5)*
  10.c    Multi Soft Employment Agreement with Miriam G. Jarney(5)*
  10.d    Licensing Agreement with Widow, Inc. (6)
  10.e    Agreements with IBM (2)
  10.f    Copy of MSI's Non-Qualified Stock Option Plan, Stock Grant Program and
          Employee Incentive Stock Option Plan (3)

  10.g    Amendments to MSI's Non-Qualified Stock Option and Stock Grant Program
          (4)

  21.     List of Subsidiaries (7)

  27.     Financial data schedule (electronic format only)

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

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

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

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

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

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

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

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

7.   Previously filed as an Exhibit to the Company's  Registration  Statement on
     Form  SB-2 for  fiscal  year  ending  January  31,  1999 as filed  with the
     commision on April 30, 1999 (file No. 0-12162) and  incorporated  herein by
     reference.

                                      -14-
<PAGE>

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

     No  reports on Form 8-K were  filed  during the last  quarter of the fiscal
year ended January 31, 1999.

                                      -15-
<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 15, 1999                         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                                             May 15, 1999
----------------------------
Charles J. Lombardo          Chairman of the Board of Directors,
                             Chief Executive Officer, Chief
                             Financial Officer and Secretary-
                             Treasurer
/S/ Miriam Jarney                                                   May 15, 1999
----------------------------
Miriam Jarney                Executive Vice President, and Director

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

/S/ James Kaput, PhD.                                               May 15, 1999
----------------------------
James Kaput, PhD.            Director

/S/ George E. Mansur, Jr.                                           May 15, 1999
----------------------------
George E. Mansur, Jr.        Director

                                      -16-
<PAGE>

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


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

To the Board of Directors
MULTI SOLUTIONS, INC.

I have audited the  accompanying  balance  sheets of MULTI  SOLUTIONS,  INC. AND
SUBSIDIARIES  as of January  31,  1999 and 1998 and the  related  statements  of
operations,  changes in  stockholders'  equity and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on our audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for 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, 1999 and 1998 and the results of its  operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

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


STEWART W. ROBINSON

New York, New York
May 24, 1999

                                       F1
<PAGE>

MULTI SOLUTIONS,INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31 ,1999 and 1998

                                                         1999           1998
                                                     -----------    -----------
ASSETS
CURRENT ASSETS
     Cash                                            $    18,420    $    29,524
     Accounts Receivable (net of allowance
      of  $43,783 and $29,086 respectively)              132,316         58,635
     Prepaid expenses and other current assets            13,385         20,799
                                                     -----------    -----------
                                                         164,121        108,958
FURNITURE AND EQUIPMENT
     Research and Development Equipment & Software        63,526         63,526
     Office furniture and other equipment                 20,474         20,474
                                                     -----------    -----------
                                                          84,000         84,000
     Less: Accumulated Depreciation                      (16,780)       (10,952)
                                                     -----------    -----------

                                                          67,220         73,048

Organizational costs                                       2,415          2,415
      Less: Accumulated Amorization                         (968)          (484)
                                                     -----------    -----------
                                                           1,447          1,931
OTHER ASSETS
     Capitalized software development costs            1,607,505      1,716,121
     Less accumulated amortization                      (809,915)      (939,942)
                                                     -----------    -----------
                                                         797,590        776,179

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

                                                     $ 1,030,578    $   960,316
                                                     ===========    ===========

                                       F2
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 1999 and 1998

LIABILITIES AND STOCKHOLDERS'                            1999           1998
                                                     -----------    -----------
DEFICIENCY
CURRENT LIABILITIES
     Loan payable to bank                            $       796    $    16,338
     Note Payable                                          6,565         11,339
     Accrued payroll                                          --         20,080
     Payroll and other taxes payable                      19,480         32,755
     Accounts Payable                                    196,416        167,269
     Accrued officer compensation                        198,057        198,057
     Deferred Revenues                                   187,648        191,820
                                                     -----------    -----------

                                                         608,962        637,658

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

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 40,000,000 shares
      $.001 par value, issued and outstanding             18,814         18,267
     18,813,398 (1999) and 18,266,898 (1998)
     Additional paid-in capital,                       8,661,197      8,643,517
     Accumulated deficit                              (8,845,000)    (8,925,731)
                                                     -----------    -----------
                                                        (164,989)      (263,947)

                                                     $ 1,030,578    $   960,316
                                                     ===========    ===========

                                       F3
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended January 31, 1999 and 1998

                                                        1999            1998
                                                   ------------    ------------
REVENUES
      License fees                                 $    273,760    $    243,146
      Maintenance fees                                  524,948         645,265
      Consulting and Other fees                           7,187          13,039
                                                   ------------    ------------
            Total revenues                              805,895         901,450

EXPENSES
      Software development and technical support        239,794         258,584
      Selling and administrative                        573,668         637,165
                                                   ------------    ------------

            Total expenses                              813,462         895,749
                                                   ------------    ------------

            Income (loss)  from operations               (7,567)          5,701

OTHER INCOME (EXPENSE)
      Other Revenues                                     66,391              --
      Interest Expense                                   (9,518)           (804)
                                                   ------------    ------------
            Total other income                           56,873            (804)

            Net Income                             $     49,306    $      4,897
                                                   ============    ============

            Weighted average shares outstanding      18,749,543      18,121,062
                                                   ============    ============

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

(a)  less then $.01 per share

                                       F4
<PAGE>

<TABLE>
<CAPTION>
MULTI SOLUTIONS,INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Years ended January 31, 1999 and 1998                                     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, 1997               18,016,898   $     18,017   $  8,595,101   $ (8,939,455)   $     (2,667)   $   (329,004)

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

Addition to Minority Interest used to
reduce loss absorbed at %100                                                                8,827                           8,827

Addition of Minority Interest                                                                                                  --

Deferred Compensation                                                                                       1,333           1,333

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

Balance at January 31, 1998               18,266,898   $     18,267   $  8,644,851   $ (8,925,731)   $     (1,334)   $   (263,947)

Issuance of resticted 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                                                      31,426                          31,426
reduce loss absorbed at %100

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)
                                        ============   ============   ============   ============    ============    ============
</TABLE>

                                       F5
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended January 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                    1999          1998
                                                                 ---------     ---------
Cash flows from operating activities
<S>                                                              <C>           <C>
      Net Income                                                 $  49,306     $   4,897
      Adjustments to reconcile net income (loss) to net cash
           provided by operating activities
      Depreciation and amortization                                246,104       290,999
      Common stock issued to Solutions
      Changes in assets and liabilities
            Accounts receivable                                    (73,681)      (40,064)
            Prepaid expenses and other current assets                7,416        (7,267)
            Accrued payroll                                        (20,080)       20,080
            Payroll and other taxes payable                        (13,275)       (5,315)
            Note Payable                                            (4,774)       (4,165)
            Accounts payable and accrued expenses                   29,147         2,369
            Accrued officer compensation                                --        49,707
            Deferred revenues                                       (4,172)       23,409
                                                                 ---------     ---------

                   Net cash provided  by operating activities      215,991       334,650

Cash flows from investing activities
      Capital expenditures                                              --       (50,915)
      Capitalized software development costs                      (261,205)     (318,786)
                                                                 ---------     ---------

                   Net cash used in investing activities          (261,205)     (369,701)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements       (15,542)       (9,159)
      Losses in excess of investment in  subsidiaries               31,426         8,826
      Amortization of stock grants                                  16,226         1,333
      Issuance of capital stock                                      2,000        50,000
                                                                 ---------     ---------

                   Net cash provided by financing activities        34,110        51,000
                                                                 ---------     ---------

                   NET INCREASE (DECREASE) IN CASH                 (11,104)       15,949

Cash at beginning of year                                           29,524        13,575
                                                                 ---------     ---------

Cash at end of year                                              $  18,420     $  29,524
                                                                 =========     =========
</TABLE>

                                       F6
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 1999 and 1998


NOTE A - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Multi Solutions,  Inc. the "Company" was incorporated under the laws of the
     State of New Jersey on July 26,  1982.  The Company is  presently a holding
     company for its  ownership of its  subsidiaries,  Multi Soft,  Inc.  (Multi
     Soft) and NetCast,  Inc.  ("NetCast").  As of January 31, 1999, the Company
     owns 52% of "Multi Soft" and 75% of NetCast.

     The Company's  consolidated  financial  statements have been presented on a
     going concern basis which  contemplates  the  realization of assets and the
     satisfaction of liabilities in the normal course of business. The liquidity
     of the Company has been  adversely  affected in recent years by significant
     losses  from  operations.  The Company  had  consolidated  net income of of
     $49,306 in 1999 and $4,897 in 1998. In addition,  at January 31, 1999,  the
     Company's current liabilities exceeded current assets by $444,841 and total
     liabilities exceeded total assets by $164,989.

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

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

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 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 $6,308 for each of the years  ended  January 31,
     1999 and 1998 respectively.

     3.   Capitalization of Computer Software
          -----------------------------------

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

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

     Capitalized software development costs are amortized to operations when the
     product is available  for general  release to  customers.  Amortization  is
     calculated using (a) the ratio of current gross revenues for the product to
     the total of current

                                       F7
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 1999 and 1998


     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 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, 1999 and 1998 are $797,590 and $776,179,
     respectively.

     Amortization  expense  for all  products  at January  31, 1999 and 1998 was
     $239,794 and $258,584 respectively.

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

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

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

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

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

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

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

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

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

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

NOTE C - NOTES PAYABLE

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

     Multi Soft has a demand loan payable to a commercial bank ($796 and $16,338
     at January 31, 1999 and 1998  respectively).  Borrowings are collateralized
     by the 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 is in  compliance  with the terms of the agreement and the balance has
     been paid in full.

                                       F8
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 1999 and 1998


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

     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%.

NOTE D - INCOME TAXES

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

     The Company adopted,  effective February 1, 1993, SFAS No. 109, "Accounting
     for Income  Taxes." Under the liability  method  specified by SFAS No. 109,
     deferred tax assets and liabilities are determined  based on the difference
     between the financial statement and tax basis of assets and liabilities are
     determined based on the difference between the financial  statement and tax
     basis of assets and  liabilities as measured by the enacted tax rates which
     will be in effect when these differences  reverse.  Deferred tax expense is
     the result of changes in deferred tax assets and liabilities. The principal
     types of differences between assets and liabilities for financial statement
     and  tax  return  purposes  are  capitalized  software  development  costs,
     deferred  compensation,  deferred  revenues and allowance for uncollectible
     accounts.

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, 1999. There are presently outstanding a total
     of 723,793  Class A  Warrants,  600 Class B Warrants  and  714,012  Class C
     Warrants.

     2.   Stock Option Plan
          -----------------

     In June 1993,  the Company  adopted an  Employee,  Consultant  and Advisory
     Stock and Option Compensation Plan (the Plan). Pursuant to the terms of the
     Plan,  an aggregate of up to 2,500,000  shares of common  stock,  $0.01 par
     value per share (the common stock), and/or options to purchase common stock
     may be  granted  to  persons  who are,  at the time of  issuance  or grant,
     employees or officers of, or  consultants  or advisors to, the Company.  To
     date, an aggregate of 145,880 shares has been issued pursuant to the Plan.

     3.   Common Stock Issued to Officers
          -------------------------------

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

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

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

                                       F9
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 1999 and 1998


     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.

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 $5,200 per month. Rental
     expense under the lease  aggregated  approximately  $62,400 and $59,450 for
     the years ended January 31, 1999 and 1998, respectively.

     Future minimum lease payments under the noncancellable  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
           ----------------------     --------   -------    -------
                    2000              $  4,380   $ 6,000    $10,380
                    2001                 4,380     6,000     10,380
                    2002                 4,380     3,000      7,380
                    2003                 3,285         -      3,285
                                      --------   -------    -------
                                       $16,425   $15,000    $31,425

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

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

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

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

     Certain  Federal  and state  taxes,  interest,  and  penalties  aggregating
     approximately $17,000 remain unpaid at January 31, 1999.

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

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

     In May 1997, a lawsuit was commenced against NetCast by former  consultants
     for  approximately  $113,000.  The  Company has  accrued  $24,000  prior to
     commencement of the action.  The Company  intends to vigorously  defend the
     lawsuit and has made counterclaims.

                                      F10
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 1999 and 1998


NOTE G - MAJOR CUSTOMERS

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

NOTE H - SUPPLEMENTAL INFORMATION

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

                                                         1999            1998
                                                         ----            ----

         Cash paid during the year for Interest         $9,518          $3,504
                                                        ------          ------

NOTE I - SOFTWARE LICENSING AGREEMENT

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

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

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

NOTE J - RELATED PARTY TRANSACTIONS

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

     Multi Soft  provides  certain  services  and office  space to NetCast.  The
     balance  due from  NetCast,  for such  services,  at January  31,  1999 was
     $234,592. The Company has guaranteed this debt to Multi Soft.

  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.  NetCast has developed  certain software products and is attempting
     to raise private funding for its operations.  However,  no assurance can be
     made that it will obtain the funding necessary to bring its software to the
     marketplace.

                                      F11