SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

              |X| ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 31, 2005

                                       OR

            |_| TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 0-12162

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

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

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

Issuer's telephone number (212) 451-2254

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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

                                                                  Yes |_| No |X|

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

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

The Issuer's consolidated revenues for the fiscal year ended January 31, 2005
was: $93,545

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant based on the average of the closing ask ($0.0) and ($0.0) bid price
of such stock, as of October 17, 2006 is $NIL based upon $0.0 multiplied by the
14,701,454 Shares of Registrant's Common Stock held by non-affiliates.

The number of shares outstanding of each of the registrant's classes of common
stock, as of January 31, 2005, is 21,096,969 shares, all of one class of $.001
par value Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                           FORWARD LOOKING STATEMENTS

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

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

                                     PART I

Item 1. Description of Business

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

General

            During our fiscal year ended January 31, 2005, we:

      o     supported our subsidiary, Multi Soft, Inc; and

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

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

                                MULTI SOFT, INC.

            We incorporated Multi Soft in January 1985 as a wholly owned
subsidiary. As of the date of this report, we own approximately 51.3% of Multi
Soft.

            Multi Soft produced, marketed and maintained the following products:

      o     COMRAD, which stands for Component Object Model Rapid Application
            Development, for 32 bit Windows 95, 98, 2000 and NT;


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<PAGE>

      o     The Windows Communications Library (TM), commonly referred to as
            WCL, for Windows 3x, 95, 98 and NT; and

      o     INFRONT for DOS.

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

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

Key Services Provided by Multi Soft

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

In-House Marketing and Sales

            Charles Lombardo and Miriam Jarney, two of our officers and
directors, were responsible for sales and marketing of Multi Soft's products and
services.

Distributors and Value Added Resellers (VARs)

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

                                 FREETREK. INC.

            We formed FreeTrek.Com, Inc. under the laws of the state of New
Jersey in April 1999. At present, we own approximately 45.8% of FreeTrek's
issued and outstanding shares of common stock. At January 31, 2002, we owned
approximately 53.1%. The balance is held by private investors who provided
services and cash to fund the initial software development and other start-up
activities.

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


                                       3

<PAGE>

                                  NETCAST, INC.

            Our 75% subsidiary, NetCast, Inc., was created in 1996 to develop
new Internet technologies to create a series of products and businesses that
would extend the power of advertising on the Internet. Multi Soft provided
services and office space to NetCast at cost for which it has billed
approximately $240,000 through January 31, 2000, of which $78,000 was incurred
during the fiscal year ended January 31, 1999. Multi Soft charged NetCast for
this time. We have guaranteed NetCast's debt to Multi Soft. In January 2000, we
decided to discontinue any further operations of NetCast. As a result, a loss of
($87,462) was reflected in our consolidated financial statements for the fiscal
year ended January 31, 2000 as a loss from discontinued operations. During the
year ended January 31, 2002, Multi Soft recorded a valuation allowance of
$200,000 against this debt.

Employees

            We are essentially a holding company. Accordingly, we had only two
employees, our executive officers: Charles J. Lombardo and Miriam Jarney. Multi
Soft's employees devote such time as is necessary to our business. Currently, we
have no employees.

            Multi Soft had one part time employee during the year ended January
31, 2005. Multi Soft previously had four technical and engineering personnel,
who have been laid off due to our weak financial condition.

            During the year ended January 31, 2003, FreeTrek had two employees,
our executive officers: Charles J. Lombardo and Miriam Jarney. Multi Soft's
employees devoted such time as is necessary to FreeTrek's business.

Competition

            Multi Soft operated in a business composed of strong competitors,
many of which have substantially greater resources, are better established, and
have a longer history of operations than Multi Soft. In addition, many
competitors have more extensive facilities than those which were available to
Multi Soft. These, among other factors, contributed to the Company's
discontinuance of operations.

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

                                  RISK FACTORS

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

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

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


                                        4

<PAGE>

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

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

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

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

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

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

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

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


                                       5

<PAGE>

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

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

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

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

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

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

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

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


                                       6

<PAGE>

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

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

Requirement of audited financial statements may disqualify business
opportunities.

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

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

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

Item 2.  Description of Properties

In February 2002, Multi Soft entered into an office lease for a two-year term
through February 14, 2004. The lease requires monthly payments of $2,000 through
January 2003 and $2,125 from February 2003 through January 2004. Multi Soft has
deposited $6,000 as security with the landlord. This lease ended and we no
longer occupy this space.

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

Item 3. Legal Proceedings

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


                                        7

<PAGE>

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

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

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

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

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

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

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

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

In May 1997, a lawsuit was commenced against NetCast by former consultants for
approximately $113,000. The Company vigorously defended the lawsuit. During the
fiscal year ended January 31, 2000 this lawsuit was found in favor of the
plaintiff. Although NetCast is liable for the damages from this lawsuit, it has
no assets and has discontinued operations. Consequently, no future income will
be earned and NetCast will never have any assets. The Company is not liable for
the debts of NetCast. The liability for this award has been included in the
consolidated financial statements under the caption "Litigation judgment payable
- NetCast subsidiary".

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

            No matters were submitted to a vote of our security holders during
the last quarter of our fiscal year ended January 31, 2005.


                                        8

<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

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

            The following tables set forth the range of high and low closing bid
prices for the our Common Stock on a quarterly basis for the year before this
fiscal year as reported by Pink Sheets LLC (which reflect inter-dealer prices,
without retail mark-up, mark-down, or commission and may not necessarily
represent actual transactions). Historical information on trading prices since
that date is not currently available. The current price of the common shares is
$NIL.

                                   Bid Prices

Period - Fiscal Year 2002                 High    Low
---------------------------------------   ----   ----
First Quarter ending April 30, 2001        .30    .12
Second Quarter ending July 31, 2001        .17    .12
Third Quarter ending October 31, 2001      .20   .085
Fourth Quarter ending January 31, 2002     .11   .055

            (b) Holders -- There were approximately 767 holders of record of our
common stock, as of May 15, 2002, inclusive of those brokerage firms and/or
clearing houses holding our securities for their clientele (with each such
brokerage house and/or clearing house being considered as one holder).

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


                                       9

<PAGE>

Issuances of Common Stock

            We did not issue any securities during the last quarter of the year
ended January 31, 2005.

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

Cautionary Statement

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

Results of Operations

Year ended January 31, 2005 compared to year ended January 31, 2004

We generated revenues during the year ended January 31, 2005, of $93,545
compared to revenues of $136,739 during the year ended January 31, 2004. The
revenues during all these periods were generated by our subsidiary, Multi Soft.
The decrease in revenues of $43,194 or approximately 31.6% was due primarily to
an increase in Multi Soft's primary sources of revenues - license, and
maintenance fees, offset by a decrease in consulting fees.

Our operating expenses were $233,890 for the year ended January 31, 2005
compared to $275,898 for the prior fiscal year, a decrease of $42,008 or
approximately 15% resulting from cost cutting measures.

We had other income of $NIL during the year ended January 31, 2005 compared to
$NIL of other income for the prior fiscal year.

As a result of all of the foregoing, we incurred a net loss for the year ended
January 31, 2005 of $140,345 compared to a net loss of $139,249 for the prior
fiscal year, an increase of $1,096 or approximately 1%.

Major Customers

No individual customer accounted for a significant portion of revenues.

Liquidity and Capital Resources

At January 31, 2005, we had a negative working capital position of ($312,840),
compared to negative working capital of ($499,486)at January 31, 2004 and we
continue to experience cash flow difficulties.


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<PAGE>

Working Capital and Current Ratios were:

                  January 31, 2005   January 31, 2004
                  ----------------   ----------------
Working capital      ($312,840)          ($499,486)
Current ratios         0.011:1            0.021:1

Cash decreased $2,178 for the year ended January 31, 2005 compared to an
increase of $4,090 for the prior year. During the year ended January 31, 2005 we
used $329,290 of cash for operating activities compared to $136,994 of cash used
for operating activities in the year ended January 31, 2004. The reason for the
change was primarily the relinquishment by officers of their accrued
compensation.

Dividend Policy

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

Effect of Inflation

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

Future Plan of Operation

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

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

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

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


                                       11

<PAGE>

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

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


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<PAGE>

Item 7. Financial Statements

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

                     MULTI SOLUTIONS, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                       FISCAL YEAR ENDED JANUARY 31, 2005

                                      INDEX

<TABLE>
<CAPTION>
                                                                                      Page #
                                                                                      ------
<S>                                                                                   <C>
Report of Independent Certified Public Accountant                                         F1
Consolidated Balance Sheets - January 31, 2005 and 2004                                F2-F3
Consolidated Statements of Operations for Each of the Two Years in the
  Period Ended January 31, 2005                                                           F4
Consolidated Statements of Changes in Stockholders' Deficiency for Each of the Two
  Years in the Period Ended January 31, 2005                                              F5
Consolidated Statements of Cash Flows for Each of the Two Years in the Period Ended
  January 31, 2005                                                                        F6
Notes to Financial Statements                                                         F7-F15
</TABLE>

Schedules

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

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

            There have been no disagreements with our independent accountants
with respect to accounting and/or financial disclosure, during the past two
fiscal years. We changed our independent accounting firm effective with the
fiscal year ended January 31, 2003. Our auditing firm is Moore and Associates,
Chartered.


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<PAGE>

Item 8a: CONTROLS AND PROCEDURES

(a)   Evaluation of Disclosure Controls and Procedures:

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

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

      3.    Our controls relating to disclosure and related assertions in the
            financial statements, particularly in the area of non-routine and
            non-systematic transactions were not adequate because recordkeeping
            was not kept up to date since January 31, 2002. However, through the
            use of an outside accounting consultant, we were able to correct
            errors and make the proper disclosures. We do not have any internal
            accounting staff and we will need to engage the assistance of a
            third party financial accounting consulting firm to prepare our
            accounting records and financial statements.

(b)   Changes in Internal Controls Over Financial Reporting:

      1.    We have engaged the services of a financial accounting consultant to
            continue to monitor and prepare accounting records and financial
            statements as necessary.


                                       14

<PAGE>

                                    PART III

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

Name                    Position(s) Held as of January 31, 2005
---------------------   --------------------------------------------------------
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

Name                    Position(s) Held as of May 26, 2005
---------------------   -----------------------------------
Jerome Goubeaux         Chief Executive Officer

Ken Roberts             Secretary

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

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

            CHARLES J. LOMBARDO, age 59, has been our Chairman of the Board of
Directors, Chief Executive Officer, Chief Financial Officer and Treasurer since
August 1982. He has been Multi Soft's Chief Executive Officer, Chief Financial
Officer and Treasurer since January 1985. From 1972 to 1993, Mr. Lombardo also
served as the President of Petro-Art, Ltd., an inactive publicly owned company
and its wholly owned subsidiary JCT Enterprises, Inc. Mr. Lombardo was President
of Hopewell Graphic Industries from 1969 through 1971 and from 1967 to 1969 was
associated with Keystone Computer Associates as a staff member in the Physics
Section of the Systems Analysis Department. From 1965 to 1967, Mr. Lombardo
served as a scientist in the Plasma Physics Department of Raytheon Space and
Information Systems Division. Mr. Lombardo has a Bachelor of Science degree in
Physics from Worcester Polytechnic Institute (1964), a Master of Science degree
in Physics from Northeastern University (1966) and has continued studies toward
a Ph.D. in Theoretical Physics. Mr. Lombardo is a Member of the American
Physical Society, The American Mathematical Society, The Society for Industrial
and Applied Mathematics, The American Association of Physics Teachers, and the
Philosophy of Science Association.

            MIRIAM G. JARNEY, age 61, has been our Executive Vice President and
Secretary and a member of our Board of Directors since January 1982. She has
been Executive Vice President, Secretary and a Director of Multi Soft since
January 1985. From 1973 to February 1982, Ms. Jarney was a marketing
representative for National CSS, Inc., a computer services company that has
since been acquired by Dun & Cst, Inc. From 1972 through 1973, Ms. Jarney was
associated with Mathematica, Inc., which originated a Data Base Management
System called RAMIS, for which National CSS has exclusive marketing rights. Ms.
Jarney has also worked as a computer systems analyst for Western Electric
Company and Exxon Corporation. She graduated from the Hebrew University in
Jerusalem with a degree in Economics and Statistics and has a Master's degree in
Computer Science from Stevens Institute of Technology.


                                       15

<PAGE>

            LARRY SPATZ, age 59, has been a member of our Board of Directors
since July 1989, and a director of Multi Soft since May 1986. He has been Chief
Executive Officer and Chairman of the Board of Heartthrob Enterprises, Inc., a
restaurant and night club management and development company since September
1985. From 1982 to 1984, Mr. Spatz was President of Universal Petroleum, Inc.
From 1979 to 1982, he was Vice President and a director of Mercantile Trading
Company. Mr. Spatz is also a director of Centrex Communications Systems, Inc.
and Ultramed, Inc.

            GEORGE MANSUR, JR., age 72, has been a member of our Board of
Directors since March 1982. Since March, 1984, Mr. Mansur also has been Chairman
of ALG Corp. and Chairman of Auto Loan Guarantee Company, as well as President
of National Benefit Services Corp. and Executive Vice President of Benefit
Services Group, Ltd. Since January 1981, Mr. Mansur has been an officer of
Petro-Art Ltd., an inactive publicly owned New Jersey corporation. From 1971 to
1976, he was President of Benefit Communications, Corp. From 1977 to 1978, he
was marketing director of Commercial Credit Corp., and in 1979 and 1980, he was
an officer of Coronet Graphics, Ltd. and Agri Parogram, Ltd. Mr. Mansur is a
Charter Member of the International Association of Financial Planners.

            DR. JAMES J. KAPUT, age 60, has been a member of our Board of
Directors since July 1989. He has been a Professor of Mathematics at Southern
Massachusetts University since 1968. Since 1986, he also has been a Research
Associate at Harvard University. Dr. Kaput received a B.S. Degree in Mathematics
from Worcester Polytechnic Institute in 1964 and a Ph.D. in Mathematics from
Clark University in 1968.

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

            To our knowledge, based solely on a review of such materials as are
required by the Securities and Exchange Commission, none of our officers,
directors or beneficial holders of more than ten percent of our issued and
outstanding shares of Common Stock has failed to timely file with the Securities
and Exchange Commission any form or report required to be so filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year
ended January 31, 2005.


                                       16

<PAGE>

Item 10. Executive Compensation

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

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                        Long Term Compensation
                                                                  ---------------------------------------------------------------
                      Annual Compensation                                   Awards                          Payouts
---------------------------------------------------------------   -------------------------   -----------------------------------
Name &                                              Other         Restricted
Principle    Fiscal                                 Annual           Stock                                           All Other
Position      Year    Salary ($)   Bonus ($)   Compensation ($)    Award ($)   Options SARs   LTIP Payouts ($)   Compensation ($)
----------   ------   ----------   ---------   ----------------   ----------   ------------   ----------------   ----------------
<S>           <C>       <C>            <C>            <C>             <C>            <C>              <C>                <C>
Charles J.    2005      $     0        $0             $0              $0             $0               $0                 $0
Lombardo      2004      $     0        $0             $0              $0             $0               $0                 $0
CEO           2003      $     0        $0             $0              $0             $0               $0                 $0
              2002      $33,333        $0             $0              $0             $0               $0                 $0

Miriam        2005      $     0        $0             $0              $0             $0               $0                 $0
Jarney        2004      $     0        $0             $0              $0             $0               $0                 $0
Exec. V.P.    2003      $     0        $0             $0              $0             $0               $0                 $0
              2002      $33,333        $0             $0              $0             $0               $0                 $0
</TABLE>

      (A) Consulting fees

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

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                Individual Grants

<TABLE>
<CAPTION>
                                     Percent of Total Options/SARs    Exercise or
                      Options/SARs   Granted to Employees in Fiscal    Base Price
Name                     Granted                 Year                    ($/Sh)     Expiration Date
-------------------   ------------   ------------------------------   -----------   ---------------
<S>                        <C>                   <C>                       <C>             <C>
Charles J. Lombardo        -0-                   --                        --              --
Miriam Jarney              -0-                   --                        --              --
</TABLE>


                                       17

<PAGE>

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

      Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values

<TABLE>
<CAPTION>
                                                      Number of Securities      Value of
                                                           Underlying          Unexercised
                          Shares                           Unexercised         In-The-Money
                       Acquired on   Value Realized      Options/SARs at     Options/SARs at
Name                  Exercise (#)         ($)             FY-End (#)           FY-End ($)
-------------------   ------------   --------------   --------------------   ---------------
<S>                        <C>             <C>                 <C>                  <C>
Charles J. Lombardo        -0-             -0-                 -0-                  -0-
Miriam Jarney              -0-             -0-                 -0-                  -0-
</TABLE>

Directors' Compensation

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

Employment Agreements

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

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

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

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

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


                                       18

<PAGE>

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

            Through fiscal 1997, Mr. Lombardo and Ms. Jarney accrued a portion
of their Multi Soft salaries. The balance due between both officers as of
January 31, 2000, on a consolidated basis, is $792,797 including deferred
increases of $586,605. Since fiscal 1999, Mr. Lombardo and Ms. Jarney have
relinquished that portion of their annual compensation that was owed but not
paid for fiscal 1998 through fiscal 2000. All accrued deferred officer
compensation aggregating $720,273 was forgiven during the fiscal year ended
January 31, 2005.

Item 11. Security Ownership of Certain Beneficial Owners and Management

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

                                                  Amount and
                                                  Nature of
                                                  Beneficial     Percent of
Name and Address of Beneficial Owner               Ownership      Class (1)
-----------------------------------------------   ----------     ----------
Charles J. Lombardo
Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, & Treasurer
1511 Laurie Lane, Yardley, PA 19067               4,389,272(2)      20.8%

Miriam G. Jarney
Executive Vice President, Secretary, Director
21 Doering Way, Cranford, NJ 07106                1,989,100(3)       9.4%

Larry Spatz
Director
3175 Commercial Ave., Suite 222
Northbrook, IL 60062                                      0(4)       0.0%

James J. Kaput, PhD.
Director
473 Chase Road, N. Dartmouth, MA 02747                10,000          **

George E. Mansur, Jr.
Director
1413 State Rd., Phoenixville, PA 19460                 7,143          **

Robert L. Frome
c/o Olshan Grundman Frome et al.
65 East 55th Street
New York, NY 10022                                24,613,131         (5)

Bridge Ventures, Inc.
1241 Gulf of Mexico Dr.
Sarasota, FL 34228                                24,613,131         (5)

Michael Potter
c/o Olshan Grundman Frome et al.
65 East 55th Street
New York, NY 10022                                24,613,131         (5)

Jerome Goubeaux
41 John Street
New York, NY 10038                                 2,461,313         (6)

Ken Roberts
7115 Boulevard East
North Bergen, NJ 07047                               527,424         (6)

All Executive Officers and Directors as a group
(5 persons)(7)                                    6,395,515(4)      30.3%

**    Less than one percent.


                                       19

<PAGE>

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

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

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

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

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

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

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

Item 12. Certain Relationships and Related Transactions

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

Item 13. Exhibits and Reports on Form 8-K

Exhibits

3.a        Certificate of Incorporation (1)

3.b        By-Laws (1)

4.a        Specimen Common Stock (1)

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

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

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

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

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

21.        List of Subsidiaries (6)

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


                                       20

<PAGE>

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

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

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

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

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

Reports of Form 8-K

            No reports on Form 8-K were filed during the last quarter of the
fiscal year ended January 31, 2005. However, we filed a report Form 8-K on
October 14, 2005 in connection with the sale of convertible debenture and
departures/elections of officers and directors.

Item 14:

Audit fees

Aggregate fees bills by the Company's former principal accountant were $NIL
during the fiscal year ended January 31, 2005 and $NIL during the fiscal year
ended January 31, 2004.

Audit-Related Fees

There were no audit related fees in either period.

Audit Committee Policies and Procedures for Pre-Approval of Services


                                       21

<PAGE>

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


                                       22

<PAGE>

                            SUPPLEMENTAL INFORMATION

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

                                 Not Applicable.


                                       23

<PAGE>

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Multi Solutions Inc and Subsidiaries

We have audited the accompanying consolidated balance sheet of Multi Solutions
Inc and Subsidiaries as of January 31, 2005 and 2004, and the related statements
of operations, stockholders' equity and cash flows through January 31, 2005 and
2004 and for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Multi Solutions, Inc and
Subsidiaries as of January 31, 2005 and 2004 and the results of its operations
and its cash flows through January 31, 2005 and 2004 and the years then ended,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company and its subsidiaries will continue as a going concern. As
discussed in Note A to the financial statements, the Company and its
subsidiaries have suffered losses from operations and has working capital
deficiencies as of January 31, 2005 raising substantial doubt about its ability
to continue as a going concern. Management's plans concerning these matters are
also described in Note A. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Moore & Associates, Chartered
Moore & Associates Chartered
Las Vegas, Nevada
October 30, 2006

        2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89156 (702) 253-7511
                               Fax (702) 253-7501


                                      -F1-

<PAGE>

                     MULTI SOLUTIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            January 31, 2005 and 2004

                                              January 31,   January 31,
                                                 2005          2004
                                              -----------   -----------
ASSETS
CURRENT ASSETS
  Cash                                        $     1,912   $     4,090
  Accounts Receivable                               1,025            --
  Prepaid expenses and other current assets           512         6,812
                                              -----------   -----------
                                                    3,449        10,902
                                              -----------   -----------
FURNITURE AND EQUIPMENT
  Research and Development Equipment                   --         4,659
  Office furniture and other equipment                 --        10,528
                                              -----------   -----------
                                                       --        15,187
  Less: Accumulated Depreciation                       --        (6,790)
                                              -----------   -----------
                                                       --         8,397
                                              -----------   -----------
OTHER ASSETS
  Capitalized software development costs        1,702,582     1,702,582
  Less accumulated amortization                (1,492,582)   (1,355,980)
  Less valuation allowance                       (210,000)     (234,000)
                                              -----------   -----------
                                                       --       112,602
                                              -----------   -----------
                                              $     3,449   $   131,901
                                              ===========   ===========

         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS


                                      -F2-

<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2005 and 2004

                                                     January 31,   January 31,
                                                         2005          2004
                                                    ------------  ------------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
  Overdraft                                         $         --  $         --
  Litigation judgment payable - NetCast subsidiary       113,000       113,000
  Accrued payroll                                          1,105            --
  Payroll and other taxes payable                         28,888        28,399
  Accounts Payable, Accrued  expenses and
    other Current Liabilities                            131,223       123,017
  Accrued officer compensation                                --       133,668
  Due to officer                                          37,075        68,201
  Deferred Revenues                                        4,998        44,463
                                                    ------------  ------------
                                                         316,289       510,748
                                                    ------------  ------------

  Deferred compensation due officer /shareholders             --       586,605

  Minority interest in subsidiaries                    1,604,949       811,992


STOCKHOLDERS' DEFICIENCY
  Common stock, authorized 40,000,000 shares
    $.001 par value, issued and outstanding
      21,096,969 and 21,096,969 respectively              21,098       21,098
  Additional paid-in capital                           9,232,227     9,232,227
  Accumulated deficit                                (11,171,114)  (11,030,769)
                                                    ------------  ------------
                                                      (1,917,789)   (1,777,444)
                                                    ------------  ------------
                                                    $      3,449  $    131,901
                                                    ============  ============

         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS


                                      -F3-

<PAGE>

MULTI SOLUTIONS, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             Year Ended January 31,
                                                                           -------------------------
                                                                               2005          2004
                                                                           -----------   -----------
<S>                                                                        <C>           <C>
REVENUES
  License fees                                                             $       540   $    48,887
  Maintenance fees                                                              93,005        87,852
                                                                           -----------   -----------
      Total revenues                                                            93,545       136,739

EXPENSES
  Software development and technical support                                   112,602       134,338
  Interco Allowance                                                             24,562            --
  Selling and administrative                                                    96,726       141,650
                                                                           -----------   -----------
      Total expenses                                                           233,890       275,988
                                                                           -----------   -----------
      (Loss) from operations                                                  (140,345)     (139,249)

OTHER INCOME (EXPENSE)
  Other income (expense)                                                            --            --
                                                                           -----------   -----------
      Total other income                                                            --            --
                                                                           -----------   -----------
      Net (loss)                                                           $  (140,345)  $  (139,249)
                                                                           ===========   ===========
      Weighted average shares outstanding                                   21,096,969    21,096,969
                                                                           ===========   ===========
      Income (Loss) per share                                              $     (0.01)  $     (0.01)
                                                                           ===========   ===========
      Some per share amounts may be less than $.01 and will appear as $0
</TABLE>

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS


                                      -F4-

<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Years ended January 31, 2005 and 2004

<TABLE>
<CAPTION>
                                   Common Stock                                            Total
                              --------------------   Additional paid-   Accumulated    Stockholders'
                                Shares      Amount       in capital        deficit       Deficiency
                              ----------   -------   ----------------   ------------   -------------
<S>                            <C>         <C>           <C>            <C>             <C>
Balance at January 31, 2003   21,096,969   $21,098      $9,232,227      $(10,891,521)   ($1,638,196)
Net loss                                                                    (139,249)      (139,249)
                              ----------   -------      ----------      ------------    -----------
Balance at January 31, 2004   21,096,969   $21,098      $9,232,227      $(11,030,769)   $(1,777,444)
Net loss                                                                    (140,345)      (140,345)
                              ----------   -------      ----------      ------------    -----------
Balance at January 31, 2005   21,096,969   $21,098      $9,232,227      $(11,171,114)   $(1,917,789)
                              ==========   =======      ==========      ============    ===========
</TABLE>

         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS


                                      -F5-

<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 Year Ended
                                                                 January 31,
                                                            ---------------------
                                                               2005        2004
                                                            ----------  ---------
<S>                                                         <C>         <C>
Cash flows from operating activities
  Net (loss)                                                $(140,345)  $(139,249)
  Adjustments to reconcile net income to net cash
    provided by operating activities
  Depreciation and amortization                                   239       4,772
  Changes in assets and liabilities
      Loss on sale of marketable securities                        --          --
      Accounts receivable                                      (1,025)      3,440
      Prepaid expenses and other current assets                 6,300          --
      Accrued payroll                                           1,105          --
      Payroll and other taxes payable                             489       1,607
      Accounts payable and accrued expenses                     8,206      (7,398)
      Accrued officer compensation                           (133,668)         --
      Due to officer                                          (31,126)     10,882
      Deferred revenues                                       (39,465)    (11,048)
                                                             ---------  ---------
        Net cash  provided (used) by operating activities    (329,290)   (136,994)
                                                             ---------  ---------
Cash flows from investing activities
  Disposal and abandonment of property and fixtures             8,158      18,566
  Capital expenditures                                             --          --
  Change in capitalized software development costs            112,602     130,464
  Sales of marketable securities                                   --          --
                                                             ---------  ---------
        Net cash used in investing activities                 120,760     149,030
                                                             ---------  ---------
Cash flows from financing activities                               --
  Change in overdraft                                              --      (7,947)
  Expired and forfeited stock Grants                               --          --
  Conversion of deferred officer compensation
    into minority interest equity                            (586,605)         --
  Minority interest and loss in excess of investments         792,957          --
                                                             ---------  ---------
        Net cash provided (used) by financing activities      206,352      (7,947)
                                                             ---------  ---------
        NET INCREASE (DECREASE) IN CASH                        (2,178)      4,090
Cash at beginning of year                                       4,090          --
                                                             ---------  ---------
Cash at end of period                                       $   1,912   $   4,090
                                                            =========   =========
</TABLE>

         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS


                                      -F6-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

NOTE A - FINANCIAL STATEMENTS - BASIS OF REPORTING

The Company's consolidated financial statements have been presented on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company ceased operations
in March 2005, disposed of or abandoned assets but continues to owe significant
liabilities. There were significant losses from operations which occurred in
this period and continued until operations ceased. The Company incurred losses
of $140,345 for the year ended January 31, 2005 and no longer has cash reserves.
Stockholders' deficiency as of July 31, 2006 was approximately $1,970,000 as
compared to approximately $877,000 as of January 31, 2002, which is mostly the
result of losses from the period of February 1, 2002 through July 31, 2006 of
approximately $1,100,000.

Current liabilities still exceed cash and receivables by approximately $252,000
as of July 31, 2006 indicating that the Company will not be able to meet its
financial obligations for the foreseeable future. These factors indicate that
the Company will not continue as a going concern unless it is acquired in a
reverse merger transaction.

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

We operated primarily through our subsidiaries:

                        Our Approximate
Name of Subsidiary   Percentage Ownership
------------------   --------------------
Multi Soft, Inc.             51.3%
FreeTrek, Inc.               45.8%
NetCast, Inc.                  75%.

Our financial statements are consolidated with our subsidiaries. In January
2000, the operations of NetCast were discontinued. In January 2003, the
operations of FreeTrek were discontinued. In March 2005, the operations of Multi
Soft were discontinued and the Company ceased all operations except for
obtaining additional financing and continuing efforts to find an acquirer.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.    Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries, Multi Soft, FreeTrek and NetCast. All significant
intercompany balances and transactions have been eliminated in consolidation.


                                      -F7-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

2.    Furniture and Equipment

Furniture and equipment are stated at cost. Depreciation is provided on the
straight-line method over the estimated useful lives of the assets, which range
from three to seven years.

3.    Capitalization of Computer Software Development Costs

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

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

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

Multi Soft is amortizing, over a sixty-month period, the capitalized software
costs for its Windows-based products. Multi Soft's Windows products are
compatible with Windows 98, 2000 and NT. The Company's software engineers are
continually modifying and enhancing the existing software products and
developing new versions. Unamortized costs relating to Windows products at
January 31, 2005 were $NIL (net of valuation allowance of $210,000). During the
quarter ended April 31, 2002, the capitalized development costs were written
down to the net value expected to be realized through all future periods.

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

4.    Revenue Recognition

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

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.


                                      -F8-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

6.    Income (Loss) Per Share

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

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

7.    Estimates

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

8.    Income Taxes

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

9.    Valuation of long-lived assets

The Company reviews long-lived assets held and used for possible impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The Company has recorded provision for the
impairment of long-lived assets at January 31, 2005 as follows: capitalized
software development costs - $210,000 and; amounts due from affiliates -
$200,000.

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

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


                                      -F9-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

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

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

11.   Impact of Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
No. 154, "Accounting Changes and Corrections - A Replacement of APB No. 29 and
FASB No. 3." The statement changes the requirements for the accounting for and
reporting of a change in accounting principles. This Statement applies to all
voluntary changes in accounting principles. It also applies to changes required
by an accounting pronouncement in the unusual instance that the pronouncement
does not include specific transition provisions. When a pronouncement includes
specific transition provisions those provisions should be followed.

Opinion 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. This
Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances
of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an income statement. When it is
impracticable to determine the cumulative effect of applying a change in
accounting principle to all prior periods, this Statement requires that the new
accounting principle be applied as if it were adopted prospectively from the
earliest date practicable.

The Statement is effective for accounting changes and corrections of errors made
in fiscal years beginning after December 15, 2005. Early adoption is permitted
for accounting changes and corrections of errors made in fiscal years beginning
after the date this Statement is issued.

In December 2004, the FASB issued a revision of FASB Statement No. 123,
"Accounting for Stock-Based Compensation". This Statement supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees", and its related
implementation guidance. This statement establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
and services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods and services that are based on the fair value
of the entity's equity investments or that may be settled by the issuance of
those equity instruments. This statement focuses primarily on accounting
transactions in which an entity obtains employee services in share-based payment
transactions. This statement requires all share based payments to employees
including grants of employee stock options, to be recognized in the financial
statements. The proforma disclosures previously permitted will no longer be an
alternative to financial statement recognition. For public entities that file as
small business issuers, this statement is effective as of the beginning of the
first interim period or annual reporting period that begins after December 31,
2005. We will adopt this new standard effective for the first quarter of 2006.
Future compensation expense may be impacted by various factors including the
number of options granted and their related fair value at the date of grant.


                                     -F10-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

In December, 2004, the FASB issued Statement No. 153 "Exchange of Nonmonetary
Assets - an amendment to APB Opinion No. 29". The guidance in APB No. 29,
Accounting for Nonmonetary Transactions, is based on the principle that
exchanges of nonmonetary assets should be measured on the fair value of the
assets exchanged. The guidance in that Opinion, however, included certain
exceptions to that principle. This statement amends Opinion 29 to eliminate the
exception for the nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange. The provisions of this statement are effective for
nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005.
Management does not believe the adoption of this statement will have any
material effect on the Company.

In November, 2004, the FASB issued Statement No. 151, "Inventory Costs - an
amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing", to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "under some
circumstances, items such as idle facility expense, excessive spoilage, double
freight, and rehandling costs may be so abnormal as to require treatment as
current period charges." This statement requires that those items be recognized
as current-period charges regardless of whether they meet the criterion of "so
abnormal." In addition, this statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity
of the production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management does not
believe the adoption of this statement will have any material effect on the
Company.

NOTE C - LITIGATION

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

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

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


                                     -F11-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

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

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

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

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

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

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

In May 1997, a lawsuit was commenced against NetCast by former consultants for
approximately $113,000. The Company vigorously defended the lawsuit. During the
fiscal year ended January 31, 2000 this lawsuit was found in favor of the
plaintiff. Although NetCast is liable for the damages from this lawsuit, it has
no assets and has discontinued operations. Consequently, no future income will
be earned and NetCast will never have any assets. The Company is not liable for
the debts of NetCast. The liability for this award has been included in the
consolidated financial statements under the caption "Litigation judgment payable
- NetCast subsidiary".

NOTE D - STOCKHOLDERS' DEFICIENCY

Stock and Option Compensation Plan

In June 1993, the Company adopted an Employee, Consultant and Advisory Stock and
Option Compensation Plan (the "Plan"). Pursuant to the terms of the Plan, an
aggregate of up to 2,500,000 shares of common stock, $0.001 par value per share
(the common stock), and/or options to purchase common stock may be granted to
persons who are, at the time of issuance or grant, employees or officers of, or
consultants or advisors to, the Company. To date, an aggregate of 1,477,380
shares has been issued pursuant to the Plan.

Prior Period Adjustment

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

NOTE E - COMMITMENTS AND OTHER COMMENTS

Operating Leases:

In February 2002, Multi Soft entered into an office lease for a two-year term
through February 14, 2004. The lease requires monthly payments of $2,000 through
January 2003 and $2,125 from February 2003 through January 2004. The Company has
deposited $6,000 as security with the landlord.


                                     -F12-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

Employment Agreements:

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

These officers, Charles Lombardo and Miriam Jarney, have each relinquished
unpaid salaries.

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

NetCast Subsidiary:

NetCast, Inc. is a subsidiary company and was incorporated in April of 1996. It
is in the business of developing new Internet technologies to create a series of
products and businesses that will extend the power of advertising on the
Internet. The Company currently owns 75% of NetCast. The Board of Directors
consists of two officers, Charles Lombardo and Miriam Jarney. NetCast developed
certain software products and attempted to raise private funding for its
operations.

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

NOTE F - SUPPLEMENTAL INFORMATION

Supplemental disclosures of cash flow information for the years ended January
31, 2005 and 2004 are as follows:

                                             2005   2004
                                             ----   ----
Cash paid during the year for interest       $NIL   $NIL
Cash paid during the year for income taxes   $NIL   $NIL

NOTE G - INCOME TAXES

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

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

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


                                     -F13-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

The Company adopted, effective February 1, 1993, SFAS No. 109, "Accounting for
Income Taxes." Under the liability method specified by SFAS No. 109, "Accounting
for Income Taxes" deferred tax assets and liabilities are determined based on
the difference between the financial statement and tax basis of assets and
liabilities are determined based on the difference between the financial
statement and tax basis of assets and liabilities as measured by the enacted tax
rates which will be in effect when these differences reverse. Deferred tax
expense is the result of changes in deferred tax assets and liabilities. The
principal types of differences between assets and liabilities for financial
statement and tax return purposes are capitalized software development costs,
deferred compensation, deferred revenues and allowance for uncollectible
accounts. Due to the aforementioned net operating loss carryovers, there is no
deferred or current tax expense, nor any tax assets or tax liabilities.

NOTE H - RELATED PARTY TRANSACTIONS

Multi Soft, from time to time, paid incidental expenses of Multi Solutions and
allocates its share of certain overhead items. These items are charged to an
intercompany receivable. Multi Soft has not been receiving payments of these
balances. The balance due from Multi Solutions was $384,773 as of January 31,
2005.

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

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

NOTE I - SUBSEQUENT EVENTS

SECURITY PURCHASE AGREEMENT

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


                                     -F14-

<PAGE>

Multi Solutions, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005 and 2004

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

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

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

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

REGULATORY COMMUNICATIONS

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

SHARE BASED COMPENSATION

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

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


                                     -F15-

<PAGE>

                                   SIGNATURES

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

                                        MULTI SOLUTIONS, INC.


Dated: October 30, 2006                 By: /s/ Jerome Goubeaux
                                            ------------------------------------
                                        Name: Jerome Goubeaux
                                        Title: President and Director


Dated: October 30, 2006                 By: /s/ Ken Roberts
                                            ------------------------------------
                                        Name: Ken Roberts
                                        Title: Secretary and Director


                                        i