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 October 31, 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 October 31, 1998
         -----                                   -------------------------------
Common Stock, par value                                     12,084,806
    $.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 nine and three months ended October 31, 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  reflected for the nine and three months ended October 31, 1998
are not necessarily indicative of the results for the entire fiscal year.

                                       1
<PAGE>

MULTI SOFT, INC.
a 53.6% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
                                                         31-Oct          31-Jan
                                                           1998            1998
                                                     (unaudited)       (audited)
                                                    ---------------------------
ASSETS
CURRENT ASSETS
     Cash                                           $     2,017     $    29,093
     Accounts Receivable (net of allowance
      of $19,058and $20,086 respectively)               108,076          57,025
     Prepaid expenses and other current assets           56,998          20,799
                                                    ---------------------------
                                                        167,091         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                     (11,498)         (8,688)
                                                    ---------------------------
                                                         11,195          14,005

OTHER ASSETS
     Capitalized software development costs           1,396,611       1,568,794
     Less accumulated amortization                     (717,782)       (939,942)
                                                    ---------------------------
                                                        678,829         628,852

     Due from Multi Solutions                           423,039         422,239
     Due from NetCast                                   215,093         155,251
                                                    ---------------------------

                                                    $ 1,495,247     $ 1,327,264
                                                    ===========================

                                       2
<PAGE>

MULTI SOFT, INC.
a 53.6% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            31-Oct          31-Jan
                                                              1998            1998
                                                        (Unaudited)       (audited)
                                                       ---------------------------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
<S>                                                    <C>             <C>        
     Loan payable to bank                              $     5,174     $    16,338
     Note Payable                                            6,565          11,339
     Accrued payroll                                        71,579          20,080
     Payroll and other taxes payable                        21,583          32,755
     Accounts Payable                                       64,936          58,291
     Accrued officer compensation                          240,555         153,057
     Deferred Revenues                                     125,834         191,820
                                                       ---------------------------

                                                           536,226         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
     12,084,806 and 11,780,306  respectively                12,084          11,780
     Additional paid-in capital, net of deferred
     compensation $14,997and $ 21,562 respectively       5,940,765       5,931,876
     Accumulated deficit                                (5,580,433)     (5,686,677)
                                                       ---------------------------
                                                           372,416         256,979


                                                       $ 1,495,247     $ 1,327,264
                                                       ===========================
</TABLE>

                                       3
<PAGE>

MULTI SOFT, INC
STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                                        Nine Months Ended              Three Months Ended
                                                                            October 31,                     October 31,
                                                                          1998            1997            1998             1997
                                                                  ----------------------------    -----------------------------
REVENUES
<S>                                                               <C>             <C>             <C>              <C>         
      License fees                                                $    213,866    $    162,409    $    120,226     $     77,495
      Maintenance fees                                                 425,230         525,781         130,652          151,448
      Consulting and Other fees                                          6,096          83,629           1,096           33,784
                                                                  ----------------------------    -----------------------------
                                     Total revenues                    645,192         771,819         251,974          262,727



EXPENSES
      Software development and technical support                       147,661         221,525          55,351           78,440
      Selling and administrative                                       465,115         476,874         135,081          144,512
                                                                  ----------------------------    -----------------------------

                                     Total expenses                    612,776         698,399         190,432          222,952
                                                                  ----------------------------    -----------------------------

                            Income  from operations                     32,416          73,420          61,542           39,775

OTHER  REVENUE (EXPENSE)
      Other Revenue                                                     74,849              --          30,612
      Interest Expense                                                   1,021           1,923            (133)             632
                                                                  ----------------------------    -----------------------------

                                Total other expense                     73,828           1,923          30,479               --

                                    NET INCOME(LOSS)              $    106,244    $     71,497    $     92,021     $     39,143
                                                                  ============================    =============================

                Weighted average shares outstanding                 12,020,106      11,780,306      12,112,206       11,780,306
                                                                  ============================    =============================


                            Income (Loss) per share               $       0.01    $         --    $      -0.01     $         --
                                                                  ============================    ============     ============
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
MULTI -SOFT, INC.
STATEMENTS OF CASH FLOWS                                                  Nine Months Ended
(Unaudited)                                                                   October 31
                                                                            1998          1997
                                                                       -----------------------
Cash flows from operating activities
<S>                                                                    <C>           <C>      
      Net Income                                                       $ 106,244     $  71,497
      Adjustments to reconcile net income( loss) to net cash
           provided  by operating activities
      Depreciation and amortization                                      150,471       224,207
      Changes in assets and liabilities
      Due from NetCast                                                   (59,842)      (74,964)
      Due from Multi Solutions                                              (800)        1,699
      (Increase) decease in accounts receivable                          (51,051)      (66,916)
      Decrease in prepaid expenses and other current assets              (36,200)      (24,955)
      Increase (decrease) in accrued payroll                              51,499        51,656
      Decrease in payroll and other taxes payable                        (11,172)      (10,022)
      Increase (decrease) in accounts payable and accrued expenses         6,646        10,780
      Decrease in Note payable                                            (4,774)       (3,478)
     (Decrease) increase in accrued officer compensation                  87,498       108,874
      Decrease in deferred revenues                                      (65,987)      (44,787)
                                                                       -----------------------

                         Net cash provided  by operating activities      172,532       243,591


Cash flows from investing activities
      Capitalized Research and  developement                                  --
      Capitalized software development costs                            (197,637)     (206,904)
                                                                       -----------------------

                         Net cash used in investing activities          (197,637)     (206,904)


Cash flows from financing activities
      Net repayments under loan and line of credit ageements             (11,164)       (4,521)
      Amortization of Stock Grants                                         8,889         5,979
      Issued Common Stock                                                    304            --
                                                                       -----------------------
                         Net cash provided by  financing activities       (1,971)        1,458


                         NET INCREASE (DECREASE) IN CASH                 (27,076)       38,145


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

Cash at end of  period                                                 $   2,017     $  47,293
                                                                       =======================
</TABLE>

                                       5
<PAGE>

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

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

Nine and three months ended  October 31, 1998  compared to nine and three months
--------------------------------------------------------------------------------
ended October 31, 1997
----------------------


     Revenues of $645,192 for the current nine months of the year 1998 decreased
$126,627  or 16.4%  compared  with the  comparable  period  of the  prior  year.
Revenues  of  $251,974  for the three  month  period  ending  October  31,  1998
decreased $10,753 or 4.1% compared with the comparable period of the prior year.
The decrease in revenues for the current  nine month period is  attributable  to
advance royalty payments from a major customer that occurred in the prior period
and did not reoccur in the current period.

     Operating  expenses as a percent of revenues  for the nine month period was
94.97%  compared  with  90.50%  for the  comparable  period of the  prior  year.
Operating  expense  ending  October 31,  1998 as a percent of  revenues  for the
current  three month  period was 75.6 % compared  with 84.9% for the prior year.
The  increase  in the nine  month  period  is a result  of a  decrease  in total
operating  revenue.  The  decrease  in the three  month  period is a result of a
decrease in operating costs. For example, legal , accounting and consulting fees
have been substantially reduced.

     Operating  income,  before  other  expense of $32,415 for the current  nine
month period decreased  $41,005 compared with the comparable period of the prior
year.  Operating  income , before other expense of $61,542 for the current three
month period  increased  $21,767  compared with  comparable  period of the prior
year.

     Interest  expense for the current  nine month period was $1,022 as compared
with  $1,923  for the  comparable  period of the prior  year.  The  decrease  is
attributable  to  monthly  payments  that  have   significantly   decreased  the
outstanding loan payable.

     For the current  nine month  period , net income of $106,244  was  incurred
compared  with a net  income of  $71,497  for the prior  period an  increase  of
$34,747.  For the  current  three  month  period,  a net income of  $92,021  was
incurred  compared with income of $39,143 in the comparable period for the prior
year, which results in an increase of $52,878.

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

     In the  first  nine  months  of 1998,  IBM  accounted  for 20.92 % of total
revenues.  In the first nine months of 1997,  IBM accounted for %.26.24 of total
revenues.


                                       6
<PAGE>


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

     At October 31, 1998, the Company had a negative working capital position of
$369,134 ; and has been experiencing cash flow problems.

     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 NT environment  and has made its Windows based products  easier to learn
and use.  In addition to other  distributors  and VARS Multi Soft,  and IBM have
marketing Agreements to Market Multi Soft's WCL Toolkit.

     In addition,  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.  As of November
1996,  the  contract  with IBM was extended for two more years and IBM is paying
Multi Soft monthly maintenance and royalties.  The above contract,as of November
1, 1998 has been  canceled.  But, Multi Soft is in the process of negotiating an
extension to the contract however , no assurance can be made.

     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.

                                       7
<PAGE>

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.

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

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

                                       8
<PAGE>

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.


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

                                       9
<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: December 8, 1998
                                   By:______________________________
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer