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 July 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 July 31, 1998
-----------------------                             ----------------------------
Common Stock, par value                                       12,167,806
   $.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 six and three months ended July 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 six and three months ended July 31, 1998 are
not necessarily indicative of the results for the entire fiscal year.

<PAGE>

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



                                                          31-Jul         31-Jan
                                                            1998           1998
                                                     (Unaudited)
                                                     -----------    -----------
ASSETS
CURRENT ASSETS
     Cash                                            $     3,087    $    29,093
     Accounts Receivable (net of allowance
      of $20,086 and $26,854 respectively)               101,452         57,025
     Prepaid expenses and other current assets            44,724         20,799
                                                     -----------    -----------
                                                         149,263        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                      (10,574)        (8,688)
                                                     -----------    -----------
                                                          12,119         14,005

OTHER ASSETS
     Capitalized software development costs            1,344,981      1,568,794
     Less accumulated amortization                      (662,431)      (939,942)
                                                     -----------    -----------
                                                         682,550        628,852

     Due from Multi Solutions                            422,839        422,239
     Due from NetCast                                    195,593        155,251
                                                     -----------    -----------

                                                     $ 1,462,364    $ 1,327,264
                                                     ===========    ===========

<PAGE>

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

<TABLE>
<CAPTION>
                                                           31-Jul         31-Jan
                                                             1998           1998
                                                      (Unaudited)
                                                      -----------    -----------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
<S>                                                   <C>            <C>        
     Loan payable to bank                             $     9,441    $    16,338
     Note Payable                                           8,356         11,339
     Accrued payroll                                       71,579         20,080
     Payroll and other taxes payable                       25,457         32,755
     Accounts Payable                                      72,153         58,291
     Accrued officer compensation                         240,555        153,057
     Deferred Revenues                                    170,795        191,820
                                                      -----------    -----------

                                                          598,336        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
     12,167,806 and 11,780,306 respectively                12,168         11,780
     Additional paid-in capital, net of deferred
     compensation $22,968 and $9,964 respectively       5,937,711      5,931,876
     Accumulated deficit                               (5,672,456)    (5,686,677)
                                                      -----------    -----------
                                                          277,423        256,979

                                                      $ 1,462,364    $ 1,327,264
                                                      ===========    ===========
</TABLE>

<PAGE>

MULTI SOFT, INC
STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                        Six Months Ended               Three Months Ended
                                                             July 31,                        July 31,
                                                           1998            1997            1998            1997
                                                   ------------    ------------    ------------    ------------
REVENUES
<S>                                                <C>             <C>             <C>             <C>         
      License fees                                 $     93,639    $     84,914    $     16,527    $     54,545
      Maintenance fees                                  294,578         374,333         142,314         170,673
      Consulting and Other fees                           5,000              --           5,000              --
                                                   ------------    ------------    ------------    ------------
            Total revenues                              393,217         459,247         163,841         250,273

EXPENSES
      Software development and technical support         92,310         143,085          46,155          78,439
      Selling and administrative                        330,034         332,362         174,227         151,797
                                                   ------------    ------------    ------------    ------------

            Total expenses                              422,344         475,447         220,382         230,236
                                                   ------------    ------------    ------------    ------------

            Income (loss) from operations               (29,127)        (16,200)        (56,541)         20,037

OTHER INCOME (EXPENSE)
     Other Revenue                                       44,237          49,845          24,680          25,055
      Interest Expense                                     (889)         (1,291)           (269)           (637)
                                                   ------------    ------------    ------------    ------------

            Total other  Income (expense)                43,348          48,554          24,411          24,418

            NET INCOME (LOSS)                      $     14,221    $     32,354    $    (32,130)   $     19,400
                                                   ============    ============    ============    ============

            Weighted average shares outstanding      11,974,056      11,780,306      12,167,806      11,780,306
                                                   ============    ============    ============    ============

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

<PAGE>

MULTI -SOFT, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
                                                                       Six Months ended

                                                                      July 31      July 31
                                                                         1998         1997
                                                                    ---------    ---------
Cash flows from operating activities
<S>                                                                 <C>          <C>      
      Net Income                                                    $  14,221    $  32,354
      Adjustments to reconcile net income to net cash
           provided (used) by operating activities
      Depreciation and amortization                                    94,196      144,873
      Changes in assets and liabilities
            Due from Multi Solutions                                     (600)       2,099
            Due  from NetCast                                         (40,342)     (48,007)
            Increase in accounts receivable                           (44,427)    (101,772)
            Increase in prepaid expenses and other current assets     (23,925)     (19,404)
            Increase  in accrued payroll                               51,499       51,654
            Decrease in payroll and other taxes payable                (7,298)      (7,203)
            Dcrease in note payable                                    (2,983) #    (1,998)
            Increase  in accounts payable and accrued expenses         13,862        9,236
            Increase in accrued officer compensation                   87,498       71,378
            Increase (decrease) in deferred revenues                  (21,025)       2,643
                                                                    ---------    ---------

                   Net cash provided  by operating activities         123,659      135,853

Cash flows from investing activities
      Capitalized software development costs                         (146,008)    (137,935)
                                                                    ---------    ---------

                   Net cash used in investing activities             (146,008)    (137,935)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements           (6,897)      (5,154)
      Amortization of Stock Grants                                      5,835        3,984
      Issued Common Stock                                                 388           --
                                                                    ---------    ---------
                   Net cash  used  in financing activities             (3,657)      (1,170)

                   NET DECREASE IN CASH                               (26,006)      (3,252)

Cash at beginning of  period                                           29,093        9,148

Cash at end of  period                                              $   3,087    $   5,896
                                                                    =========    =========
</TABLE>

<PAGE>

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

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

Six months ended July 31, 1998  compared to six  months  ended July 31, 1997 and
--------------------------------------------------------------------------------
three months ended July 31, 1998 compared to three months ended July, 31 1997
-----------------------------------------------------------------------------

     Revenues  for the six  months  period  ended  July 31, of fiscal  year 1998
decreased  $66,030 or 14.38%  compared with the  comparable  period of the prior
year. Revenues for the three month period ending July 31, 1998 decreased $86,432
or 34.53% compared with the comparable period of the prior year. The decrease in
revenues  for the  current  six and  three  month  period is  attributable  to a
cancellation  of  maintenance  agreements in the current six month  period.  The
decrease in maintenance  fees is partially offset by an increase in license fees
in the amount of $8,725.

     Operating  expenses  for the six month period  decreased  $53,103 or 11.17%
compared with the comparable period of the prior year. Operating expense for the
three month period ending July 31, 1998 decreased  $9,854 or 4.27% compared with
the prior year.  The decrease in the six month and three month period was due to
the  reduction of certain  expenses  such as legal fees,  outside  marketing and
outside consulting.  Also, the six and three month software  development expense
has decreased $50,775 and $32,284 respectively.  The reason for this decrease is
that Multi Soft has been developing a new product that is not ready for release.
As a result , the  company  has not yet  incurred  amortization  of  capitalized
salaries For this product.

     Operating loss of 29,127 for the current six month period increased $12,927
compared  with the  comparable  period of the prior  year.  Operating  loss,  of
$56,541 for the current  three month  period  increased  $76,578  compared  with
comparable  period of the prior year.  The reason for this decrease in operating
operating  income is that  Multi Soft has  continued  to have  cancellations  of
maintenance agreements.

     Other Revenues for the current six month period was 43,348 as compared with
$48,554  for  the  comparable   period  of  the  prior  year.  The  decrease  is
attributable  to revenue from expenses that were written off in the prior period
that that did not reoccur in the current period.

     For the  current six month  period , net income of $14,221  cents per share
was incurred  compared  with a net income of $32,354 or ($.00) cents per share a
decrease of $18,133. For the current three month period, a net loss of ($32,130)
or .00 cents per share was incurred  compared  with net income of $19,400 in the
comparable  period for the prior  year a  decrease  of  $51,530.  As  previously
stated, the reason for this decrease is cancellations of maintenance agreements.

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

     In the  first  six  months  of 1998,  IBM  accounted  for  22.89%  of total
revenues. In the first six months of 1997, IBM accounted for 29.46%.

<PAGE>

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

     At July 31, 1998, the Company had a negative  working  capital  position of
($449,073); and has been experiencing cash flow problems.

     Management of Multi Soft has taken various steps to correct this situation.
Multi Soft, Inc. has shifted its marketing focus to the internet,  which is very
cost  effective,  thereby  allowing it to reduce  staff,  overhead,  and selling
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 it's 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  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.

     It is Multi Soft's  intent to remain a  technology  provider and search out
multiple  distribution  channels,  and expand  it's  Internet  activity  both in
marketing and new product extensions to the Internet 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.  The company believes but can
not assure that these  measures  will  provide  sufficient  liquidity  for it to
continue as a going concern.

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

     Multi Soft 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.

<PAGE>

Year 2000
---------

     Many companies systems  experience  problems handling dates beyond the year
1999. Multi Soft 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++.  Therefor,  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

     The risks  inherent  with the year 2000  issue are not  significant  to the
company except to the extent that some customers may not be year 2000 compliant.
Should this occur Multi Soft's  operations could be materially  affected.  Also,
the company has no contingency plan regarding this issue.

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

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

<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

<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: August 27, 1998
                                By:_____________________________________________
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer