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, 2002
                                       OR
            [ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

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


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

     3535 Quakerbridge Road, Hamilton, New Jersey                  08619
     ----------------------------------------------------------------------
       (Address of principal executive offices)                  (Zip Code)

Issuer's telephone number      (609) 631-7401
                           ---------------------

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

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

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

The Issuer's  consolidated  revenues for the fiscal year ended  January 31, 2002
were: $290,823.

The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant based on the average of the closing ask ($.055) and ($.045) bid price
of such stock,  as of May 15, 2002 is $735,073 based upon $.05 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, 2002, is 21,096,969  shares,  all of one class of $.001
par value Common Stock.

     DOCUMENTS INCORPORATED BY REFERENCE: None

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

<PAGE>

                              MULTI SOLUTIONS, INC.
                                   Form 10-KSB
                           Year Ended January 31, 2002

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

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

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

ITEM 2.   PROPERTIES..........................................................10

ITEM 3.   LEGAL PROCEEDINGS...................................................10

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................10

PART II.......................................................................11

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.................................................11

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS...........................................12

ITEM 7.   FINANCIAL STATEMENTS................................................14

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

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

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

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

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

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

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

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

SUPPLEMENTAL INFORMATION                                                      23

FINANCIAL STATEMENTS                                                          F1

                                       2
<PAGE>

                                     PART I
                                     ------

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

GENERAL
-------

     During our fiscal year ended January 31, 2002, 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 produces, markets and maintains the following products:

     o    COMRAD,  which stands for  Component  Object  Model Rapid  Application
          Development, for 32 bit Windows 95, 98, 2000 and NT;
     o    The Windows Communications LibraryTM, commonly referred to as WCL, for
          Windows 3x, 95, 98 and NT; and
     o    INFRONT for DOS.

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

     1.   COMRAD for 32 bit Windows 95, 98, 2000 and NT;
     2.   The WCL product set for Windows 3x, 95, 98, 2000 and NT; and
     3.   INFRONT for DOS and Windows 3x and 95.

     COMRAD

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

     WCL

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

                                       4
<PAGE>

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

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

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

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

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

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

     INFRONT

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

     o    an intelligent forms subsystem with

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

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

                                       5
<PAGE>

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

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

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

     o    other utilities such as code libraries and forms libraries.

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

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

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

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

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

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

CLIENTS
-------

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

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

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

                                       6
<PAGE>

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

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

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

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

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

     We formed FreeTrek to:

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

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

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

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

                                       7
<PAGE>

DEFINITIONS:

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

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

          |_|  is defined by the nature of the common interests of the members;

          |_|  focuses on member interests; and

          |_|  it integrates content and communication.

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

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

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

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

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

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

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


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

     During  the  fiscal  year  ended   January  31,   2000,   FreeTrek   raised
approximately   $621,000  in  gross  proceeds  in  a  private  offering  of  its
securities.  During the fiscal year ended  January  31,  2001,  FreeTrek  raised
approximately   $325,000  in  cash  and  approximately  $212,500  in  marketable
securities  from  private  offerings of its  securities.  During the fiscal year
ended  January 31,  2002,  FreeTrek  raised  approximately  $25,000 in a private
offering of its  securities.  FreeTrek  is using  these  proceeds to continue to
develop and to market its products and services.

                                       8
<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)
has been 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.  For  more  detail,  please  see our  audited  consolidated
financial  statements at the end of this report and the discussion  contained in
Part II. Item 6.  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations."

Employees
---------

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

     Multi Soft has four full time  employees,  including  two  officers and two
support  personnel.  Multi Soft  previously had four  technical and  engineering
personnel,  who have been laid off due to our current  financial  situation.  We
also have  several  independent  consultants,  which work for us on an as needed
basis.

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

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

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

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

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

                                       9
<PAGE>

to retain and increase client and membership base compared to the  effectiveness
of the services provided by its competitors.

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

     We previously  used Multi Soft's  facilities,  at no charge,  consisting of
approximately  3,300  square feet of office  space at 4262 US Route 1,  Monmouth
Junction, New Jersey 08852, which Multi Soft leases from C&S Consulting, Inc., a
company  owned by our Chairman and his wife.  C&S  Consulting,  Inc.  leases the
space from an  unaffiliated  party.  The lease commenced on December 1, 1993 and
was  terminable at any time on three months  notice.  Monthly rent was increased
from $5,200 to $5,600 beginning in November 1999. Multi Soft was responsible for
all utilities. Multi Soft terminated this lease in January 2002.

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.

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

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

Tax Liens
---------

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

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

     No matters were submitted to a vote of our security holders during the last
quarter of our fiscal year ended January 31, 2002.

                                       10
<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 past two fiscal years and
the first  quarter of fiscal 2003 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).

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

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

     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

     Period - Fiscal Year 2003                           High         Low
     ---------------------------------------------------------------------------
     First Quarter ending April 30, 2002                 .065        .0475

     (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.

                                       11
<PAGE>

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

     We did not issue any  securities  during the last quarter of the year ended
January 31, 2002 and all prior  issuances  during that fiscal year were reported
in our quarterly reports on form 10-QSB.

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

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

Fiscal Year Ended  January 31,  2002  Compared to Fiscal Year Ended  January 31,
--------------------------------------------------------------------------------
2001
----

     We  generated  revenues  for the fiscal  year  ended  January  31,  2002 of
$290,823  compared to revenues  of  $285,641  in fiscal year  2001.The  revenues
during these periods were  generated by our  subsidiary,  Multi Soft. We believe
that the  increase  of  $5,182,  or  approximately  2%, was due  primarily  to a
increase  in Multi  Soft's  maintenance  fees,  offset in part by an decrease in
license fees and a decrease in consulting  fees.  License fee revenue  decreased
$41,680  or  approximately   48.6%,   maintenance  fees  increased  $80,752,  or
approximately 59%.  Consulting and other fees decreased $33,890 or approximately
54%.

     Multi Soft's two  traditional  principal  sources of revenues  were license
fees and maintenance  fees which  represented  approximately  90% or $262,238 of
revenues in fiscal 2002 and 78.2% or $223,211 of revenues in fiscal 2001.

     We believe that the overall decrease in licensing fees was due primarily to
Multi Soft's inability to fund the completion of a version upgrade of COMRAD. We
believe that the increase in maintenance  fees was due to renewal of maintenance
contracts by  customers.  We believe that the decrease in  consulting  and other
fees was due to the general  downturn in the economy combined with the terrorist
attacks of September 11, 2001.

     Our  operating  expenses were $850,146 in the fiscal year ended January 31,
2002  compared to  $1,042,359  in the fiscal  year ended  January  31,  2001,  a
decrease of $192,213 or 18.4%.  We believe  that the  decrease was the result of
lower levels of software  development  costs related to both  consulting and new
product development as well as lower selling and administrative costs charged to
operations  as a result of our cost  cutting  program  for the fiscal year ended
January 31, 2002.  The decrease in costs was offset by a provision for valuation
write-down of software development costs of $210,000.

     We had other  income of $69,541 in the fiscal  year ended  January 31, 2002
compared to other income of $156,891 in the fiscal year ended  January 31, 2001,
a decrease of $87,350 or 55.7%.  We believe  that the  decrease in other  income
during the fiscal  year  ended  January  31,  2002 was  primarily  due to losses
sustained  on  sales  of  investment   securities  and  the  minority  share  of
consolidated  subsidiary's  loss during the fiscal  year ended  January 31, 2002
compared to fiscal 2001.

     As a result of all the foregoing, we incurred a net loss in the fiscal year
ended  January 31, 2002 of $489,782  compared to a net loss of $599,827  for the
fiscal year ended January 31, 2001, a decrease in net loss of $60,045.

                                       12
<PAGE>

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

     At January 31, 2002, we had a working capital  deficiency of ($590,935) and
continue to  experience  cash flow  problems.  In fiscal year 2001,  we received
proceeds  from a private  placement  of our common  stock and the exercise of an
option  issued in  conjunction  with the  private  placement.  In  addition  our
subsidiary, Freetrek, received proceeds from a private placement of its shares.

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

     Descriptions                         January 31, 2002      January 31, 2001
     ---------------------------------------------------------------------------

     Working capital (deficiency)             ($590,935)            ($121,670)

     Current ratios                             .08:1                  .73:1

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

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

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

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

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

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

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

                                       13
<PAGE>

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

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

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

                     MULTI SOLUTIONS, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                       FISCAL YEAR ENDED January 31, 2002

                                      INDEX

                                                                          Page #
                                                                          ------

     Report of Independent Certified Public Accountants                     F1

     Consolidated Balance Sheets - January 31, 2002 and 2001                F2

     Consolidated Statements of Operations for Each of the
     Two Years in the Period Ended  January 31, 2002                        F4

     Consolidated Statements of Changes in Stockholders'
     Deficiency for Each of the Two Years in the Period Ended
     January 31, 2002                                                       F5

     Consolidated Statements of Cash Flows for Each of the
     Two Years in the Period Ended January 31, 2002                         F6

     Notes to Financial Statements                                          F7

Schedules
---------

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

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

     There  have been no  changes  in,  or  disagreements  with our  independent
accountants with respect to accounting and/or financial  disclosure,  during the
past two fiscal years. Our accounting firm is Kahn Boyd Levychin,  LLP, which is
the successor to Stewart W. Robinson, CPA effective with the January 2002 merger
of the two accounting firms.

                                       14
<PAGE>

                                    PART III
                                    --------

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

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

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

Miriam G. Jarney             Executive Vice President, Secretary and Director

Larry Spatz                  Director

George Mansur Jr.            Director

James J. Kaput, Ph.D.        Director

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

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

     CHARLES  J.  LOMBARDO,  age 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

                                       15
<PAGE>

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

     LARRY SPATZ, age 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.

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, 2002.

                                       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>
-----------------------------------------------------------------------------------------------------------------------------
                        ANNUAL COMPENSATION                                           LONG TERM COMPENSATION
-----------------------------------------------------------------------------------------------------------------------------
                                                                                AWARDS                      PAYOUTS
-----------------------------------------------------------------------------------------------------------------------------
NAME &           FISCAL     SALARY ($)    BONUS ($)   OTHER ANNUAL    RESTRICTED    OPTIONS SARS      LTIP        ALL OTHER
PRINCIPLE         YEAR                                COMPENSATION    STOCK AWARD                  PAYOUTS ($)   COMPENSATION
POSITION                                                  ($)             ($)                                        ($)
-----------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>              <C>     <C>                  <C>           <C>           <C>            <C>
CHARLES J.        2002       $33,333          $0               $0          $0            $0            $0             $0
LOMBARDO CEO      2001       $50,000          $0       (A) $4,167          $0            $0            $0             $0
                  2000       $54,167          $0      (A) $16,700          $0            $0            $0             $0
-----------------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY     2002       $33,333          $0               $0          $0            $0            $0             $0
EXEC. V.P.        2001       $54,167          $0               $0          $0            $0            $0             $0
                  2000       $54,167          $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>
----------------------------------------------------------------------------------------------------------------------
NAME                           OPTIONS/SARS        PERCENT OF TOTAL OPTIONS/SARS       EXERCISE OR BASE     EXPIRATION
                                  GRANTED       GRANTED TO EMPLOYEES IN FISCAL YEAR      PRICE ($/SH)          DATE
----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                          <C>                          <C>               <C>
CHARLES J. LOMBARDO                 -0-                          -                            -                 -
----------------------------------------------------------------------------------------------------------------------
MIRIAM JARNEY                       -0-                          -                            -                 -
----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       17
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       18
<PAGE>

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

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

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

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

(1)  Based upon 21,096,969 shares of common stock outstanding on May 15, 2002.

(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.

                                       19
<PAGE>

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

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

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

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

Exhibits
--------

 3.a      Certificate of Incorporation (1)
 3.b      By-Laws  (1)
 4.a      Specimen Common Stock (1)
 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.

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.

                                       20
<PAGE>

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, 2002.

                                       21
<PAGE>

                                   SIGNATURES

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


                                        MULTI SOLUTIONS, INC.


Dated: May 16, 2002                     By: /s/ Charles J. Lombardo
                                            --------------------------------
                                            Charles J. Lombardo,
                                            Chief Executive Officer,
                                            Chief Financial Officer
                                            and Secretary-Treasurer

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

SIGNATURES                      TITLE                               DATE


/S/ Charles J. Lombardo                                             May 16, 2002
--------------------------------
Charles J. Lombardo             Chairman of the Board of
                                Directors, Chief Executive
                                Officer, Chief Financial
                                Officer and Secretary-
                                Treasurer
                                                                    May 16, 2002
/S/ Miriam Jarney
--------------------------------
Miriam Jarney                   Executive Vice President,
                                and Director

/S/ Larry Spatz                                                     May 16, 2002
--------------------------------
Larry Spatz                     Director


/S/ James Kaput, PhD.                                               May 16, 2002
--------------------------------
James Kaput, PhD.               Director


/S/ George E. Mansur, Jr.                                           May 16, 2002
--------------------------------
George E. Mansur, Jr.           Director

                                       22
<PAGE>

                            SUPPLEMENTAL INFORMATION

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

                                 Not Applicable.

                                       23
<PAGE>

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


To the Board of Directors
MULTI SOLUTIONS, INC.

We have audited the  accompanying  balance sheets of MULTI  SOLUTIONS,  INC. AND
SUBSIDIARIES  as of January  31,  2002 and 2001 and the  related  statements  of
operations,  changes in  stockholders'  deficiency  and cash flows for the years
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of MULTI  SOLUTIONS,  INC. AND
SUBSIDIARIES  as of January 31, 2002 and 2001 and the results of its  operations
and its cash flows for the years then ended,  in conformity  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 going  concerns.  As
discussed  in  Note  A  to  the  financial  statements,   the  Company  and  its
subsidiaries   suffered   losses  from   operations  and  have  working  capital
deficiencies, raising substantial doubt about their ability to continue as going
concerns.  Management's  plans in regard to these matters are also  described in
Note A. The  consolidated  financial  statements do not include any  adjustments
relating to the  recoverability  and classification of asset carrying amounts or
the amounts and  classifications  of  liabilities  that might result  should the
Company be unable to continue as a going concern.


KAHN BOYD LEVYCHIN, LLP

New York, New York
May 3, 2002

                                      -F1-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                             2002             2001
                                                                         ------------     ------------
ASSETS
CURRENT ASSETS
<S>                                                                      <C>              <C>
     Cash                                                                $      3,511     $     22,846
     Accounts Receivable (net of allowance for doubtful
      accounts of $46,219 and $49,212 for 2002 and 2001 respectively)          22,991          111,099
     Prepaid expenses and other current assets                                 23,824           22,641
     Marketable securities                                                                     168,000
                                                                         ------------     ------------
                            Total current assets                               50,326          324,586


PROPERTY AND EQUIPMENT
     Research and Development Equipment & Software                             24,982           24,982
     Office furniture and other equipment                                      89,225           84,590
                                                                         ------------     ------------
                                                                              114,207          109,572
     Less: accumulated depreciation                                           (64,102)         (45,172)
                                                                         ------------     ------------
                            Total property and equipment, net                  50,105           64,400

OTHER ASSETS
     Capitalized software development costs,
      net of valuation allowance of $210,000 in 2002                        2,040,915        1,959,008
     Less: accumulated amortization                                        (1,047,052)        (892,588)
                                                                         ------------     ------------
                                                                              993,863        1,066,420

      Other intangibles - net                                                   3,872            5,214
                                                                         ------------     ------------
                            Total other assets                                997,735        1,071,634
                                                                         ------------     ------------

                            Total assets                                 $  1,098,166     $  1,460,620
                                                                         ============     ============
</TABLE>

See notes to financial statements

                                      -F2-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                        2002             2001
                                                                    ------------     ------------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
<S>                                                                 <C>              <C>
     Accrued payroll                                                $     81,817     $     14,783
     Payroll and other taxes payable                                      28,589           18,497
     Accounts Payable                                                    226,788          119,920
     Accrued officer compensation                                        178,668          187,842
     Due to officer                                                       52,847
     Deferred Revenues                                                    72,552          105,214
                                                                    ------------     ------------
                            Total current liabilities                    641,261          446,256


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

MINORITY INTEREST IN SUBSIDIARIES                                        633,992          714,364

COMMITMENTS AND CONTINGENCIES -- Note F

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 40,000,000 shares
      $.001 par value, issued and outstanding  21,096,969 shares          21,098           21,098
     Additional paid-in capital                                        9,232,227        9,219,532
     Accumulated deficit                                             (10,017,017)      (9,527,235)
                                                                    ------------     ------------
                            Total stockholders' deficiency              (763,692)        (286,605)


                                                                    $  1,098,166     $  1,460,620
                                                                    ============     ============
</TABLE>

See notes to financial statements

                                      -F3-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                              2002             2001
                                                                          ------------     ------------
REVENUES
<S>                                                                       <C>              <C>
      License fees                                                        $     44,063     $     85,743
      Maintenance fees                                                         218,220          137,468
      Consulting and Other fees                                                 28,540           62,430
                                                                          ------------     ------------
          Total revenues                                                       290,823          285,641



EXPENSES
      Software development and technical support                               178,139          189,648
      Selling and administrative                                               462,007          852,711
      Provision for valuation write-down of software development costs         210,000               --
                                                                          ------------     ------------
          Total expenses                                                       850,146        1,042,359
                                                                          ------------     ------------

          (Loss) from operations                                              (559,323)        (756,718)

OTHER INCOME (EXPENSE)
      Interest/capital gain income (expense)                                   (35,830)          12,649
      Minority share of consolidated subsidiary's loss                         105,371          144,242
                                                                          ------------     ------------
          Total other income                                                    69,541          156,891

          Net (loss)                                                      $   (489,782)    $   (599,827)
                                                                          ============     ============


          Weighted average shares outstanding                               20,779,754       20,779,754
                                                                          ============     ============


          Income (loss) per share                                         ($      0.02)    ($      0.03)
                                                                          ============     ============
</TABLE>

See notes to financial statements

                                      -F4-
<PAGE>

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


<TABLE>
<CAPTION>
Years ended January 31, 2002 and 2001                                     Total                                            Total
                                               Common Stock              paid-in       Accumulated       Deferred      stockholders
                                          Shares          Amount         capital         deficit       Compensation     deficiency
                                       ------------     ----------     ------------    ------------     ----------     ------------


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

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

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

Amortization of stock grants                                                                     --         33,754           33,754

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

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

Amortization of stock grants                                                                                12,695           12,695

Net loss                                                                                   (489,782)                       (489,782)
                                       ------------     ----------     ------------    ------------     ----------     ------------

Balance at January 31, 2002              21,096,969     $   21,097     $  9,232,228    $(10,017,017)    $       --     $   (763,692)
                                       ============     ==========     ============    ============     ==========     ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      -F5-
<PAGE>

MULTI SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended January 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                              2002             2001
                                                                          ------------     ------------
Cash flows from operating activities
<S>                                                                       <C>              <C>
      Net loss                                                            $   (489,782)    $   (599,827)
      Adjustments to reconcile net loss to net cash
           provided by operating activities

      Depreciation and amortization                                            174,736          198,812
      Provision for valuation write-down of software development costs         210,000               --
      Loss on sale of marketable securities                                     36,268
      Changes in assets and liabilities
          Accounts receivable                                                   88,108           29,386
          Prepaid expenses and other current assets                             (1,183)          22,351
          Accrued payroll                                                       67,034               --
          Payroll and other taxes payable                                       10,092             (551)
          Accounts payable and accrued expenses                                106,868           24,228
          Accrued officer compensation                                          (9,174)         (18,350)
          Due to officer                                                        52,847
          Deferred revenues                                                    (32,662)         (22,318)
                                                                          ------------     ------------

                 Net cash provided by (used for) operating activities          213,152         (366,269)


Cash flows from investing activities
      Capital expenditures                                                      (4,635)         (22,716)
      Proceeds from sale of marketable securities                              131,732
      Write-off of unproductive fixed assets                                        --           50,000
      Acquisition of marketable securities                                          --         (168,000)
      Capitalized software development costs                                  (291,907)        (404,139)
                                                                          ------------     ------------

                 Net cash used in investing activities                        (164,810)        (544,855)


Cash flows from financing activities
      Minority interest and loss in excess of investments                      (80,372)         157,760
      Amortization of stock grants                                              12,695           33,753
      Subscription receivable                                                       --          100,000
      Issuance of capital stock                                                     --          300,250
                                                                          ------------     ------------


                 Net cash (used for) provided by financing activities          (67,677)         591,763
                                                                          ------------     ------------


                 NET (DECREASE) IN CASH                                        (19,335)        (319,361)

Cash at beginning of year                                                       22,846          342,207
                                                                          ------------     ------------

Cash at end of year                                                       $      3,511     $     22,846
                                                                          ============     ============
</TABLE>

See notes to financial statements

                                      -F6-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE A - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Multi Solutions,  Inc. the "Company" was incorporated under the laws of the
     State of New Jersey on July 26,  1982.  The Company is  presently a holding
     company for its ownership of its  subsidiaries,  Multi Soft,  Inc.  ("Multi
     Soft"), Freetrek.,  Inc. ("FreeTrek") and NetCast, Inc. ("NetCast").  As of
     January 31, 2002,  the Company owns 51.3% of Multi Soft,  53.1% of FreeTrek
     and 75% of NetCast.

     The Company's  consolidated  financial  statements have been presented on a
     going concern basis,  which  contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business. The liquidity
     of the Company has been  adversely  affected in recent years by significant
     losses from operations. The Company had a consolidated net loss of $489,782
     in 2002  compared  with a  consolidated  net loss of $599,827  in 2001.  In
     addition,  at January 31, 2002, the Company's current liabilities  exceeded
     current assets by $590,935 and raising doubt that  Multi-Soft  will recover
     its investment in software  development  costs ($445,530) as of January 31,
     2002 - see Note B.

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

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


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     2.   Property and Equipment
          ----------------------

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

     Depreciation  expense was  $18,930 and $17,657 for the years ended  January
     31, 2002 and 2001 respectively.

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

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

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

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

                                      -F7-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


     Multi  Soft is  amortizing,  over a  sixty-month  period,  the  capitalized
     software  costs for its  Windows-based  products.  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,  2002 and 2001 are  $445,430  (net of  valuation
     allowance of $210,000) and $619,901, respectively.

     FreeTrek  is  continuing  to  modify  and  improve  its  software  and  has
     capitalized  $746,067  of  software  development  costs and has not started
     amortization.  Amortization  will  commence upon release of the software to
     customers.

     Amortization  expense  for all  products  at January  31, 2002 and 2001 was
     $154,464 and $179,812 respectively.

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

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

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

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

     6.   Loss Per Share
          --------------

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

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

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

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

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

     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, 2002 as
     follows: capitalized software development costs - $210,000.

     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.

                                      -F8-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


     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.  Marketable Securities
          ---------------------

     Marketable   securities   are  presented  at  market   values,   which  was
     substantially equal to cost as of January 31, 2001.

     12.  New Accounting Pronouncements
          -----------------------------

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No. 133 (SFAS No.  133),  Accounting  for
     Derivative  Instruments.  SFAS No. 133, as amended, is effective for fiscal
     years beginning  after June 15, 2000.  SFAS No. 133 established  accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities.  SFAS No. 133 requires that an entity recognize all derivatives
     as either  assets or  liabilities  and measure  those  instruments  at fair
     market value.  Under certain  circumstances,  a portion of the derivative's
     gain or loss is  initially  reported  as a  component  of  income  when the
     transaction affects earnings.  For a derivative not designated as a hedging
     instrument,  the gain or loss is  recognized  in the period of  change.  We
     believe  that the  adoption  of SFAS No. 133 will not have an impact on our
     financial position or results of operations.

     In December  1999,  the staff of the  Securities  and  Exchange  Commission
     issued  Staff  Accounting  Bulletin  101,  Revenue  Recognition  to provide
     guidance on the  recognition,  presentation,  and  disclosure of revenue in
     financial  statements.  Our policies on revenue  recognition are consistent
     with this bulletin.

     In March 2000, the Financial  Accounting  Standards Board issued  Financial
     Interpretation  No.  44  (FIN  44),  Accounting  for  Certain  Transactions
     Involving Stock  Compensations - and  Interpretation  of APB No. 25. FIN 44
     clarifies the application of APB No. 25 for certain issues  including:  (a)
     the  definition of an employee for purposes of applying APB No. 25, (b) the
     criteria for  determining  whether a plan  qualifies as a  non-compensatory
     plan,  (c) the  definition of the date of granting  employee stock options,
     and (d) the accounting  consequences of various  modifications to the terms
     of a previously  fixed stock option or award.  FIN 44 became effective July
     1, 2000,  except  for the  provisions  that  relate to  modifications  that
     directly  or  indirectly  reduce  the  exercise  price of an award  and the
     definition of an employee,  which became effective after December 15, 1998.
     The adoption of FIN 44 had no material impact on the accompanying financial
     statements.

     On July 20, 2001, the Financial  Accounting  Standards  Board (FASB) issued
     Statement  of  Financial   Accounting   Standards   (SFAS)  141,   Business
     Combinations,  and SFAS 142,  Goodwill and Intangible  Assets.  SFAS 141 is
     effective for all business combinations completed after June 30, 2001. SFAS
     142 is  effective  for fiscal  years  beginning  after  December  15, 2001;
     however,  certain  provisions of this Statement apply to goodwill and other
     intangible  assets acquired  between July 1, 2001 and the effective date of
     SFAS 142. Major  provisions of these  Statements and their  effective dates
     for the Company are as follows:

     -    all business  combinations  initiated after June 30, 2001 must use the
          purchase  method of  accounting.  The  pooling of  interest  method of
          accounting is prohibited except for transactions initiated before July
          1, 2001.
     -    intangible assets acquired in a business  combination must be recorded
          separately from goodwill if they arise from contractual or other legal
          rights or are  separable  from the  acquired  entity  and can be sold,
          transferred,  licensed, rented or exchanged, either individually or as
          part of a related contract, asset or liability
     -    goodwill, as well as intangible assets with indefinite lives, acquired
          after June 30, 2001, will not be amortized. Effective January 1, 2002,
          all  previously   recognized   goodwill  and  intangible  assets  with
          indefinite lives will no longer be subject to amortization.
     -    effective   January  1,  2002  goodwill  and  intangible  assets  with
          indefinite  lives will be tested for impairment  annually and whenever
          there is an impairment indicator
     -    all acquired goodwill must be assigned to reporting units for purposes
          of impairment testing and segment reporting.

     Although  it  is  still  reviewing  the  provisions  of  these  Statements,
     management's  preliminary assessment is that these Statements will not have
     a  material  impact on the  Company's  financial  position  or  results  of
     operations.

                                      -F9-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE C - INCOME TAXES

     As a result of  losses  incurred  in  recent  years,  the  Company  and its
     subsidiaries separately have net operating loss carry-forwards available to
     offset future federal taxable income of approximately  $8.1 million.  These
     losses expire at various dates through 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.

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

NOTE D - STOCKHOLDERS' DEFICIENCY

     SEE NOTE L - SUBSEQUENT EVENTS

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

     2.   Stock and Option Compensation Plan
          ----------------------------------
     In June 1993,  the Company  adopted an  Employee,  Consultant  and Advisory
     Stock and Option Compensation Plan (the Plan). Pursuant to the terms of the
     Plan,  an aggregate of up to 2,500,000  shares of common  stock,  $0.01 par
     value per share (the common stock), and/or options to purchase common stock
     may be  granted  to  persons  who are,  at the time of  issuance  or grant,
     employees or officers of, or  consultants  or advisors to, the Company.  To
     date,  an  aggregate of  1,477,380  shares has been issued  pursuant to the
     Plan.  As of January 31, 2001,  employees  were not fully vested in 700,000
     shares.  Amortization  of  deferred  compensation  for the stock  grants to
     employees was $0 and $33,754 for the years ended January 31, 2002 and 2001,
     respectively.

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

NOTE E - COMMITMENTS AND CONTINGENCIES

     1.   Leases
          ------

     The Company  was a subtenant  (through  January 31,  2002) in office  space
     leased by an entity  substantially  owned by the Company's chairman and his
     wife.  This  lease  was on a  quarter-by-quarter  term  with a base rent of
     $5,600 per month.

                                     -F10-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


     Rental expense under the lease aggregated approximately $67,750 and $67,200
     for the years ended January 31, 2002 and 2001 respectively.

     The  Company  is a  party  to  equipment  operating  leases  providing  for
     aggregate  minimum  payments of $12,825 for 2003,  and $9,540 for each year
     from 2004 through 2007.


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

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

     These officers,  Charles Lombardo and Miriam Jarney, have each relinquished
     unpaid salaries for the years ended January 31, 2002 and 2001 as follows:


<TABLE>
<CAPTION>
     Year Ended January 31,    Charles Lombardo    Miriam Jarney    Total Relinquished Salaries
<S>                                <C>                <C>                    <C>
              2001                 $150,000           $145,833               $295,833
              2002                 $133,333           $133,333               $266,666
</TABLE>

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

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

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

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

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

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

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

     Multi Soft is a defendant in several  legal  actions  arising in the normal
     course of business.  The  dispositions of these actions are not expected to
     have a material  effect on the financial  position or results of operations
     of the Company  taken as a whole.  Management  believes  that the financial
     statements  include the full  potential  liabilities  that may arise out of
     these actions.

NOTE F - MAJOR CUSTOMERS

     In fiscal 2002 and 2001 no one customer  accounted for a significant  total
     of revenue.

                                     -F11-
<PAGE>

                     Multi Solutions, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2002 and 2001


NOTE G - SUPPLEMENTAL INFORMATION

     Supplemental  disclosures of cash flow  information for years ended January
     31, 2002 and 2001 are as follows:

                                                           2002       2001
                                                           ----       ----
          Cash paid during the year for interest           $685       $225
          Cash paid during the year for income taxes       $0         $0

NOTE H - RELATED PARTY TRANSACTIONS

     Multi Soft, from time to time,  pays  incidental  expenses of Solutions and
     allocates  its share of certain  expenses  for which it  charged  Solutions
     $16,227  for  2002 and  $24,622  for  2001.  These  items  are  charged  to
     intercompany  receivable.  The Company received no payments during the last
     two fiscal  years.  The balance due from Multi  Solutions  was $351,926 and
     $335,559 at January 31, 2002 and 2001 respectively.

     Multi Soft provided certain  services and office space to NetCast,  Inc., a
     subsidiary of Multi Solutions. The balance due from NetCast, Inc., for such
     services  was  $234,592  as of  January  31,  2002 and  2001.  NetCast  has
     discontinued operations. Although payment of this debt is not expected from
     NetCast, Multi Solutions has guaranteed this debt to the Company.

     Multi Soft provides office space, consulting and administrative services to
     its affiliate, FreeTrek. Inc., a subsidiary of Solutions. Multi Soft billed
     FreeTrek  of  $340,860   ($258,720  in  consulting   fees  and  $82,140  in
     administrative  charges  in  2002.  In 2001,  Multi  Soft  billed  FreeTrek
     $444,293  ($333,667  in  consulting  fees and  $110,626  in  administrative
     charges).  Additionally,  FreeTrek shared certain expenses with the Company
     aggregating  $21,353 in 2002 and $9,307 in 2001. In  connection  with these
     billings,  Multi Soft  collected  payments of $174,100 and $415,156 for the
     years ended January 31, 2002 and 2002 respectively.  As of January 31, 2002
     and 2001, the balance due from FreeTrek was $215,730 (of which $143,000 was
     collected  through  April 30, 2002) and $7,227  respectively.  All of these
     amounts are eliminated in consolidation. (SEE NOTE L - SUBSEQUENT EVENTS.)

NOTE K - NETCAST

     NetCast,  Inc. is a  subsidiary  company and was  incorporated  in April of
     1996. It was in the business of  developing  new Internet  technologies  to
     create a series of products and  businesses  that would extend the power of
     advertising on the Internet. The Company currently owns 75% of NetCast. The
     Board of Directors  consists of two officers,  Charles  Lombardo and Miriam
     Jarney.

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

NOTE L - SUBSEQUENT EVENTS

     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.

     In April 2002, the Company issued  options to acquire  1,800,000  shares of
     its common stock at $.05 per share in connection  with a private  placement
     of 2,373,333 shares of FreeTrek  restricted common stock for gross proceeds
     of $178,000 to accredited investors in a private placement.

                                     -F12-
<PAGE>