SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended April 30, 2001

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ____________ to ___________

Commission File Number: 0-15976
                        ----------

                                MULTI SOFT, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           NEW JERSEY                                             22-2588030
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

         Class                                     Outstanding at April 30, 2001
-----------------------                            -----------------------------
Common Stock, par value                                      13,709,477
    $.001 per share

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

                                       1
<PAGE>

PART I. FINANCIAL INFORMATION
-----------------------------

ITEM 1.   FINANCIAL STATEMENTS
          --------------------

The accompanying financial statements are unaudited for the interim periods, but
include all adjustments  (consisting only of normal recurring accruals) which we
consider necessary for the fair presentation of our results for the three months
ended April 30, 2001.

Moreover,  these  financial  statements  do  not  purport  to  contain  complete
disclosure in conformity  with  generally  accepted  accounting  principles  and
should be read in conjunction with our audited financial  statements at, and for
the fiscal year ended January 31, 2001.

The  results  reflected  for the  three  months  ended  April  30,  2001 are not
necessarily indicative of the results for the entire fiscal year.

                                       2
<PAGE>

MULTI SOFT, INC.
a 51.3% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
April 30, 2001 and January 31, 2001
     (Unaudited)

                                                    April 30,       January 31,
                                                      2001             2001
                                                  ------------     ------------
ASSETS
CURRENT ASSETS
     Cash                                         $         --               --
     Accounts Receivable (net of allowance
     of $49,212 and $49,212 respectively                49,681          110,224
     Prepaid expenses and other current assets          16,095           21,675
                                                  ------------     ------------
                                                        65,776          131,899

FURNITURE AND EQUIPMENT
     Research and Development Equipment                  8,869            8,868
     Office furniture and other equipment               31,209           26,575
                                                  ------------     ------------
                                                        40,078           35,443
     Less: Accumulated Depreciation                    (21,600)         (19,999)
                                                  ------------     ------------
                                                        18,478           15,444

OTHER ASSETS
     Capitalized software development costs          1,559,586        1,512,489
     Less accumulated amortization                    (931,204)        (892,588)
                                                  ------------     ------------
                                                       628,382          619,901

     Due from Multi Solutions, Inc                     337,265          335,559
     Due from Freetrek, Inc.                            10,329            7,227
     Due from NetCast, Inc.                            234,592          234,592
                                                  ------------     ------------

                                                  $  1,294,822     $  1,344,622
                                                  ============     ============

                                       3
<PAGE>

MULTI SOFT, INC.
a 51.3 % owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
April 30, 2001 and January 31, 2001
     (Unaudited)

<TABLE>
<CAPTION>
                                                          April 30,       January 31,
                                                            2001             2001
                                                        ------------     ------------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
<S>                                                     <C>              <C>
     Accrued payroll                                    $     14,783     $     14,783
     Payroll and other taxes payable                          17,540           18,497
     Accounts Payable, Accrued  expenses and
        other Current Liabilities                            102,734           66,295
     Accrued officer compensation                            143,042          143,042
     Deferred Revenues                                       133,242          105,214
                                                        ------------     ------------
                                                             411,341          347,831

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

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
      13,709,477 respectively                                 13,709           13,709
     Additional paid-in capital, net of deferred
     compensation $0 and $25,257 respectively              6,039,221        6,039,221
     Accumulated deficit                                  (5,756,054)      (5,642,744)
                                                        ------------     ------------
                                                             296,876          410,186

                                                        $  1,294,822     $  1,344,622
                                                        ============     ============
</TABLE>

                                        4
<PAGE>

MULTI SOFT, INC
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS
April 30, 2001 and April 30, 2000
     (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             April 30,
                                                       2001            2000
                                                   ------------    ------------
REVENUES
<S>                                                <C>             <C>
      License fees                                 $         --    $     12,485
      Maintenance fees                                   27,720          65,820
      Consulting and Other fees                          66,442         146,199
                                                   ------------    ------------
         Total revenues                                  94,162         224,504

EXPENSES
      Software development and technical support         83,378          88,628
      Selling and administrative                        124,094         153,051
                                                   ------------    ------------

         Total expenses                                 207,472         241,679
                                                   ------------    ------------

         Net income (loss)                         ($   113,310)   ($    17,175)
                                                   ============    ============


         Weighted average shares outstanding         13,709,477      13,709,477
                                                   ============    ============

         Income (Loss)  per share                       (a)             (a)
                                                   ============    ============
</TABLE>

         (a) less than $.01 per share

                                        5
<PAGE>

MULTI -SOFT, INC.
a 51.3 % owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF CASH FLOWS
April 30, 2001 and April 30, 2000
     (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            April 30,
                                                                      2001             2000
                                                                  ------------     ------------
Cash flows from operating activities
<S>                                                               <C>              <C>
      Net income (loss)                                           ($   113,310)    $    (17,175)
      Adjustments to reconcile net income to net cash
           provided by operating activities
      Depreciation and amortization                                     40,217           47,286
      Changes in assets and liabilities
             Due to / from Multi Solutions                              (1,706)          18,378
             Due to / from Freetrek                                     (3,102)              --
             Accounts receivable                                        60,543           37,617
             Prepaid expenses and other current assets                   5,580             (302)
             Accrued payroll                                                --               --
             Payroll and other taxes payable                              (957)          (1,242)
             Accounts payable and accrued expenses                      36,439          (28,425)
             Accrued officer compensation                                   --               --
             Deferred revenues                                          28,028          (61,974)
                                                                  ------------     ------------
                    Net cash provided by operating activities           51,732           (5,837)

Cash flows from investing activities
      Capital expenditures                                              (4,635)              --
      Capitalized software development costs                           (47,097)         (19,636)
                                                                  ------------     ------------
                    Net cash used in investing activities              (51,732)         (19,636)

Cash flows from financing activities
      Amortization of Stock Grants                                          --            6,354
                                                                  ------------     ------------

                    Net cash provided  by financing activities              --            6,354
                                                                  ------------     ------------

                    NET (DECREASE) IN CASH                                  --          (19,119)

Cash at beginning of year                                                   --           13,205
                                                                  ------------     ------------

Cash at end of period                                             $         --     $     (5,914)
                                                                  ============     ============
</TABLE>


                                        6
<PAGE>

MULTI SOFT, INC.
NOTE TO FINANCIAL STATEMENTS
April 30, 2001
(Unaudited)

RECLASSIFICATION OF OTHER INCOME TO REVENUE FROM CONSULTING AND OTHER FEES

Consulting,   rent  and  administrative  fees  charged  to  Freetrek,  Inc.,  an
affiliate, were reflected on prior financial statements as "Other Income" in the
category  "Other Income  (Expense)" on the Statement of  Operations.  During the
three months ended April 30, 2001,  these fees have been included in "Consulting
and Other Fees" in the "Revenues" category on the Statements of Operations.  For
purposes of comparison,  the Statements of Operations for the three months ended
April 30, 2000 have been restated accordingly.

                                       7
<PAGE>

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          ----------------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

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

     This  quarterly  report on form  10-QSB  contains  certain  forward-looking
statements  regarding,   among  other  things,  our  anticipated  financial  and
operating  results.  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 ours or our  affiliates'  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
affiliates, include our ability to:

     o    receive   royalties   from  our  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.

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

Three months ended April 30, 2001 compared to Three months ended April 30, 2000
-------------------------------------------------------------------------------

We generated  revenues  during the three months ended April 30, 2001,  the first
three months of our fiscal year ending January 31, 2002, of $94,162  compared to
revenues of $224,504  during the first three months of fiscal  2001.  We believe
that the decrease of $130,342,  or  approximately  58.1%, was due primarily to a
decrease in our license and maintenance fees and consulting  fees,  primarily to
our affiliate Freetrek,  Inc. License fee revenue decreased 100% from $12,485 in
the first quarter of fiscal 2001 to -0- during the first quarter of fiscal 2002.
Maintenance fees decreased  $38,100,  or approximately  57.9% and consulting and
other fees,  primarily to our affiliate  Freetrek,  Inc.,  decreased  $79,757,or
approximately 54.6%.

Please  note  that  we  have  included   income  derived  from   consulting  and
administrative charges to our affiliate Freetrek,  Inc. in the amount of $57,440
in revenues for the three months  ended April 30, 2000.  Previously  this income
was reported as "Other  Income" in the Income  Statement.  We have  restated our
Statement  of  Operations  for the three  months ended April 30, 2000 to reflect
this change. As a result of this restatement, income derived from consulting and
administrative  charges to Freetrek,  Inc. in the amount of $146,199 is included
in revenues for the three months ended April 30, 2000.

                                       8
<PAGE>

Our principal  sources of revenues were  maintenance  fees and consulting  fees.
Maintenance fees represented  approximately $27,720 or 29.4% of revenues for the
three months ended April 30, 2001 and approximately $65,820 or 29.3% of revenues
for  the  three  months  ended  April  30,  2000.  Consulting  fees  represented
approximately  $66,442 or 70.6% of revenues for the three months ended April 30,
2001 and approximately  $146,199 or 65.1% of revenues for the three months ended
April 30, 2000.

The decrease in licensing  fees was due to reduced  software  sales.  We believe
that reduced sales resulted from a decline in market  acceptance of our existing
products due to a shift from  mainframe/PC  access towards internet  access.  We
have  been  working  on  developing  products  that  extend  our line to work on
Microsoft's new ".NET" and XML Web services platform.

We believe that the decrease in maintenance  fees was due to the  non-renewal of
older  maintenance  contracts  by  customers.  We believe  that the  decrease in
consulting  and other fees was due to a reduction in charges for  consulting and
administrative fees to our affiliate Freetrek, Inc. This reduction in consulting
and  administrative  fees  from  Freetrek  resulted  from a  decrease  in  funds
available to Freetrek from its financing  activities.  See the discussion  below
under "Major Customers."

Our  operating  expenses were $207,472 for the three months ended April 30, 2001
compared to $241,679  for the  comparable  three month  period of fiscal 2000, a
decrease of $34,207 or  approximately  14.2%. We believe that the decrease was a
result of both lower levels of software development costs as well as a reduction
in selling and  administrative  costs charged to operations  for the three month
period ending April 30, 2001 compared to the period ending April 30, 2000.

As a result of all of the foregoing,  we incurred a net loss for the first three
months of fiscal  2002 of  $113,110  compared  to a net loss of $17,175  for the
first three months of fiscal 2001, an increase of $96,135.

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

No individual customer accounted for a significant portion of revenues.  We have
generated revenues from our affiliate,  Freetrek,  for work related to the prior
and ongoing  development,  maintenance and  enhancement of Freetrek's  products.
However,  Freetrek is a development  stage company and, although it is marketing
its  products  and  services,  it has yet to make its first  sale.  Fees paid by
Freetrek  have  come from the  proceeds  of  private  placements  of  Freetrek's
securities and of Multi Solutions' securities. If Freetrek is unable to generate
substantial  revenues or continue to raise funds,  revenues  received by us from
Freetrek most likely will decrease and eventually cease.

                                       9
<PAGE>

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

At April 30, 2001,  we had a negative  working  capital  position of  ($345,565)
compared to a negative  working  capital  position of  ($215,932) on January 31,
2001. We continue to experience significant cash flow problems.

     We have taken various step to correct this situation, including:

     o    significantly cutting overhead costs through staff reduction;
     o    extending our product line to operate within the internet environment;
     o    performing work for our affiliate,  Freetrek, related to the prior and
          ongoing   development,   maintenance  and  enhancement  of  Freetrek's
          products: and
     o    performing contract consulting services for others.

We intend to remain a  technology  provider of products  and services and search
out multiple distribution  channels,  with increasing emphasis on the use of the
Internet  for  marketing,  rather than to try and grow via an  expensive  direct
sales force.  This allows the focus to stay on  technology,  with a low overhead
cost for each distribution  channel used. However, if we obtain additional funds
from operations or otherwise, we plan to expand in-house marketing activities by
advertising in trade publications and by conducting targeted mailing.

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

           Descriptions         April 30, 2001      January 31, 2001
           ---------------------------------------------------------

           Working capital
           (deficiency)           ($345,565)            ($215,932)

           Current ratios           0.16:1               0.38:1

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

We have not declared or paid any  dividends on our common stock since  inception
and we do not  anticipate  that we will  declare  or pay 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 the 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.

                                       10
<PAGE>

PART II - OTHER INFORMATION
---------------------------

Item 1.   Legal Proceedings
          -----------------

          None.

Item 2.   Changes in Securities and Use of Proceeds
          -----------------------------------------

          None.

Item 3.   Defaults Upon Senior Securities
          -------------------------------

          None.

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

          None.

Item 5.   Other Information
          -----------------

          None.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a)  Exhibits

               None.

          (b)  Reports on Form 8-K

               None.

                                       11
<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registration  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.

                               MULTI SOFT, INC.


Dated: June 19, 2001           By: /s/ Charles J. Lombardo
                                   ---------------------------------------------
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer