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, 1998

                                       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, 1998
-----------------------                            -----------------------------
Common Stock, par value                                      11,780,306
   $.001 per share

<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  management  considers  necessary for the fair  presentation of
results for the three months ended April 30, 1998.

     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 the Company's  audited  financial  statements
at, and for the fiscal year ended January 31, 1998.

     The results for the three months  ended April 30, 1998 are not  necessarily
indicative of the results for the entire fiscal year.

     Multi Soft, Inc. is a 55.4% owned subsidiary of Multi Solutions, Inc.

<PAGE>

MULTI SOFT, INC.
a 55.40% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS

                                                         30-Apr          31-Jan
                                                           1998            1998
                                                      Unaudited
                                                    -----------     -----------
ASSETS
CURRENT ASSETS
     Cash                                           $        --     $    29,093
     Accounts Receivable (net of allowance
      of $29,086 and $29,086 respectively)              130,586          57,025
     Prepaid expenses and other current assets           37,799          20,799
                                                    -----------     -----------
                                                        168,384         106,917
FURNITURE AND EQUIPMENT
     Research and Development Equipment                   8,869           8,869
     Office furniture and other equipment                13,824          13,824
                                                    -----------     -----------
                                                         22,693          22,693
     Less: Accumulated Depreciation                      (9,631)         (8,688)
                                                    -----------     -----------
                                                         13,061          14,005
OTHER ASSETS
     Capitalized software development costs           1,272,240       1,568,794
     Less accumulated amortization                     (616,276)       (939,942)
                                                    -----------     -----------
                                                        655,964         628,852

     Due from Solutions                                 422,439         422,239
     Due from NetCast                                   174,751         155,251
                                                    -----------     -----------

                                                    $ 1,434,600     $ 1,327,264
                                                    ===========     ===========
<PAGE>

MULTI SOFT, INC.
a 55.40% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              30-Apr          31-Jan
                                                                                1998            1998
                                                                           Unaudited
                                                                         -----------     -----------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
<S>                                                                      <C>             <C>        
     Loan payable to bank                                                $    13,610     $    16,338
     Note Payable                                                              9,549          11,339
     Accrued payroll                                                          71,434          20,080
     Payroll and other taxes payable                                          17,803          32,755
     Accounts Payable, Accrued  expenses and
            other  Current Liabilities                                        73,746          58,291
     Accrued officer compensation                                            203,056         153,057
     Deferred Revenues                                                       153,464         191,820
                                                                         -----------     -----------

                                                                             542,662         483,680

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

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
   11,780,306 April 30 (1998) and 11,780,306 January 31 (1998)                11,780          11,780
     Additional paid-in capital, net of deferred
     compensation $3,937 April 30(1998) and  $5,941 January 31 (1998)      5,933,879       5,931,876
     Accumulated deficit                                                  (5,640,326)     (5,686,677)
                                                                         -----------     -----------
                                                                             305,333         256,979

                                                                         $ 1,434,600     $ 1,327,264
                                                                         ===========     ===========
</TABLE>

<PAGE>

MULTI -SOFT, INC.
STATEMENTS OF CASH FLOWS
Quarters ended April 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          April 30
                                                                       1998          1997
                                                                   --------     ---------
Cash flows from operating activities
<S>                                                                <C>          <C>      
      Net Income                                                   $ 46,351     $  12,954
      Adjustments to reconcile net income  to net cash
           provided by operating activities
      Depreciation and amortization                                  47,098        65,539
      Changes in assets and liabilities
              Due to / from Multi Solutions                            (200)           --
              Due to/ from NetCast                                  (19,500)      (24,762)
              Accounts receivable                                   (73,561)     (124,828)
              Prepaid expenses and other current assets             (17,000)       (4,000)
              Accrued payroll                                        51,354        27,891
              Note Payable                                           (1,790)           --
              Payroll and other taxes payable                       (14,952)       (8,726)
              Accounts payable and accrued expenses                  15,455         6,924
              Accrued officer compensation                           49,999        33,336
              Deferred revenues                                     (38,356)       64,118
                                                                   --------     ---------

                     Net cash provided  by operating activities      44,899        48,446

Cash flows from investing activities
      Capitalized software development costs                        (73,267)      (55,173)
                                                                   --------     ---------

                     Net cash used in investing activities          (73,267)      (55,173)

Cash flows from financing activities
     Net repayments under loan and line of credit ageements          (2,728)       (3,845)
     Amortization of Stock Grants                                     2,003         1,991
     Payment of loan Payable                                             --        (1,998)
                                                                   --------     ---------

                     Net cash used by financing activities             (725)       (3,852)
                                                                   --------     ---------

                     NET  (DECREASE) IN CASH                        (29,093)      (10,579)

Cash at beginning of year                                            29,093         9,148
                                                                   --------     ---------

Cash at end of year                                                $     (0)    $  (1,431)
                                                                   ========     =========
</TABLE>

<PAGE>

MULTI SOFT, INC
a 55.40% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                  April 30

                                                                1998           1997
REVENUES
<S>                                                      <C>            <C>        
      License fees                                       $    77,112    $    30,369
      Maintenance fees                                       152,264        203,660
      Consulting and Other fees                                   --         24,790
                                                         -----------    -----------
                  Total revenues                             229,376        258,819

EXPENSES
      Software development and technical support              46,155         64,646
      Selling and administrative                             155,807        180,565
                                                         -----------    -----------

                  Total expenses                             201,962        245,211
                                                         -----------    -----------

                  Income  from operations                     27,414         13,608

OTHER INCOME (EXPENSE)
      Other Revenue                                           19,557             --
      Interest Expense                                           620            654
                                                         -----------    -----------
                  Total other income                          18,937            654

                  Net Income                                  46,351         12,954
                                                         ===========    ===========

                  Weighted average shares outstanding     11,780,306     11,592,343
                                                         ===========    ===========

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

(a) less then $.01 per share

<PAGE>

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

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

Three months ended April 30, 1998 compared to three months ended April 30, 1997
-------------------------------------------------------------------------------

Revenues for the current three months of fiscal year 1998  decreased  $29,443 or
11.4%  compared with the  comparable  period of the prior year.  The decrease in
revenues for the three month period is primarily  attributable  to a decrease in
maintenance   revenues  and  consulting  fees  of  $76,186  or  33.3%.  This  is
attributable to cancellations of maintenance  agreements with customers of Multi
Soft whom have been paying for monthly maintenance and support.  The decrease is
partially  offset by an  increase  in  license  fees in the amount of $46,743 or
154.1%.  This  increase  is  primarily  attributed  to a  significant  sale that
occurred in the first quarter of the current year.

Operating  expenses as a percent of revenues  for the three month period was 88%
compared  with 94.7%.  The  decrease in the three month  period is a result of a
decrease  in Selling  and  Administrative  expenses  of  $24,758 or 13.7%.  This
reduction is  primarily a result of an effort by  management  to reduce  certain
expenses  such as legal fees,  outside  marketing,  insurance  costs and outside
consulting.  Also,  software  development  decreased for the current three month
period in the amount of $18,491 or 28.6%.  The  reduction is  attributed to zero
amortization  for the capitalized  values of fiscal 98 and the current  quarter.
Amortization of the  capitalized  values for fiscal 98 and for the first quarter
of the current year have not been expensed because during that period Multi Soft
has been developing a new product that is not ready for sale. .

Operating income,  before other (expense) of $27,414 for the current three month
period increased $13,806 compared with the comparable period of the prior year.

Other  Income  (expense)  for the  current  three  month  period was  $18,937 as
compared with (654) for the comparable period of the prior year. The increase is
attributable  to revenue from  consulting,  rent and Selling and  Administration
fees.

For the current  three month  period,  net income of $46,351 or ($.00) cents per
share was  incurred  compared  with a net income of $12,954 or ($.00)  cents per
share an increase of $33,397.

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

     In the first three months of 1998, IBM accounted for 20% of total revenues.
In the first six months of 1997, IBM accounted for 29%.

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

     At April 30, 1998, the Company had a negative  working capital  position of
($374,278); and has been experiencing cash flow problems.

<PAGE>

     Management  of  the  company  has  taken  various  steps  to  correct  this
situation.  Overhead  costs  have  been cut  drastically  as a  result  of staff
reductions and curtailment of all outside  marketing and  advertising  costs. In
addition,  senior staff salaries were reduced and executive  officers'  salaries
were partly deferred.  Secondly,  Multi Soft broadened its product base into the
Windows  environment and has made its Windows based products easier to learn and
use. During the summer Multi Soft plans to introduce a new product which extends
its present product line into the internet.

     In  September  1994,  Multi Soft  entered  into an  International  Software
Licensing Agreement with IBM's Personal Communications 3270 division ("P-Comm").
This agreement  allows IBM to logo and market a P-Comm specific  version of both
the Toolkit and Runtime of Multi Soft's WCLTM.  Pursuant to this agreement,  the
Company  will  receive a minimum of $75,000 per  quarter  over a two year period
representing minimum maintenance subject against royalties. As of November 1996,
the contract with IBM was extend for two more years and IBM is paying Multi Soft
monthly maintenance and royalties.

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

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

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

Year 2000
---------

     Many companies systems  experience  problems handling dates beyond the year
1999. The companies products are not directly impacted by this problem.

In particular,  year 2000 issues are  transparent to WCL. WCL simply  transports
data between the 3270/5250  presentation space and the client  application.  WCL
does no formatting of any data,  including dates.  This is handled by the client
development  tool such as VB,PB and VC++.  Therefore,  Year 2000  issues must be
addressed by these development tools, not WCL.

In addition,  The Company's INFRONT and QuickFRONT product have built in support
for the Year 2000.  Any date  functions  that use 2 positions for the year,  the
SETUPSL command can be used to handle the year 2000.

<PAGE>

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

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

Cautionary Statement
--------------------

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

<PAGE>

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


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               27.  Financial Data Schedule

          (b)  Reports on Form 8-K

<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 2, 1998
                                By:
                                   ------------------------------------------
                                Charles J. Lombardo, Chief Executive Officer,
                                Chief Financial Officer and Treasurer