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, 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 July 31, 2001
-----------------------                             ----------------------------
Common Stock, par value                                       13,709,477
    $.001 per share

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

<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 six and
three months ended July 31, 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 six and three months ended July 31, 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
July 31, 2001 and January 31, 2001
     (Unaudited)

                                                     July 31,       January 31,
                                                       2001            2001
                                                   ------------    ------------
ASSETS
CURRENT ASSETS
     Cash                                          $        403              --
     Accounts Receivable (net of allowance
     of $49,212 and $49,212 respectively                 40,014         110,224
     Prepaid expenses and other current assets           16,346          21,675
                                                   ------------    ------------
                                                         56,763         131,899

FURNITURE AND EQUIPMENT
     Research and Development Equipment                   8,868           8,868
     Office furniture and other equipment                31,209          26,575
                                                   ------------    ------------
                                                         40,077          35,443
     Less: Accumulated Depreciation                     (23,019)        (19,999)
                                                   ------------    ------------
                                                         17,058          15,444

OTHER ASSETS
     Capitalized software development costs           1,617,613       1,512,489
     Less accumulated amortization                     (969,820)       (892,588)
                                                   ------------    ------------
                                                        647,793         619,901

     Due from Multi Solutions, Inc                      347,328         335,559
     Due from Freetrek, Inc.                             16,562           7,227
     Due from NetCast, Inc.                             234,592         234,592
                                                   ------------    ------------

                                                   $  1,320,096    $  1,344,622
                                                   ============    ============

                                        3
<PAGE>

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

                                                     July 31,       January 31,
                                                       2001            2001
                                                   ------------    ------------

LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
     Accrued payroll                               $     31,470    $     14,783
     Payroll and other taxes payable                     22,724          18,497
     Accounts Payable, Accrued  expenses and
          other  Current Liabilities                    158,849          66,295
     Accrued officer compensation                       143,042         143,042
     Deferred Revenues                                   95,241         105,214
                                                   ------------    ------------

                                                        451,326         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
      13,709,477respectively                             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                             (5,770,765)     (5,642,744)
                                                   ------------    ------------
                                                        282,165         410,186

                                                   $  1,320,096    $  1,344,622
                                                   ============    ============

                                        4
<PAGE>

MULTI SOFT, INC
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS
Six and Three months ended July 31, 2001 and 2000
     (Unaudited)

<TABLE>
<CAPTION>
                                                          Six Months Ended                 Three Months Ended
                                                              July 31,                          July 31,
                                                       2001             2000             2001             2000
                                                   ------------     ------------     ------------     ------------
REVENUES
<S>                                                <C>              <C>              <C>              <C>
     License fees                                  $      9,698     $     14,482     $      9,698     $      1,997
     Maintenance fees                                    73,701          117,554           45,981           51,734
     Consulting and Other fees                          168,871          257,269          102,429          111,070
                                                   ------------     ------------     ------------     ------------

          Total revenues                                252,270          389,305          158,108          164,801

EXPENSES
     Software development and technical support         160,005          214,857           76,627          126,229
     Selling and administrative                         220,286          251,459           96,192           98,408
                                                   ------------     ------------     ------------     ------------

          Total expenses                                380,291          466,316          172,819          224,637
                                                   ------------     ------------     ------------     ------------

          Net income (loss)                        ($   128,021)    ($    77,011)    ($    14,711)    ($    59,836)
                                                   ============     ============     ============     ============

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

          Income (Loss)  per share                     (a)              (a)              (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
July 31, 2001 and July 31, 2000
     (Unaudited)

<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                        July 31,
                                                                   2001           2000
                                                                ----------     ----------
<S>                                                             <C>            <C>
Cash flows from operating activities
     Net (loss)                                                 ($ 128,021)    $  (77,011)
     Adjustments to reconcile net income  to net cash
        provided by operating activities
     Depreciation and amortization                                  80,252         92,603
     Changes in assets and liabilities
     Due to / from Multi Solutions                                 (11,769)        43,416
          Due to/ from Freetrek                                     (9,335)       (21,158)
          Accounts receivable                                       70,210         85,175
          Prepaid expenses and other current assets                  5,329          7,702
          Accrued payroll                                           16,687             --
          Payroll and other taxes payable                            4,227           (865)
          Accounts payable and accrued expenses                     92,554        (29,969)
          Accrued officer compensation                                  --         (9,174)
          Deferred revenues                                         (9,973)       (47,159)
                                                                ----------     ----------

               Net cash provided by operating activities           110,161         43,560

Cash flows from investing activities
     Capital expenditures                                           (4,634)        (6,123)
     Capitalized software development costs                       (105,124)       (48,395)
                                                                ----------     ----------

               Net cash used in investing activities              (109,758)       (54,518)

Cash flows from financing activities
     Amortization of Stock Grants                                       --         14,350
                                                                ----------     ----------

               Net cash provided  by financing activities               --         14,350
                                                                ----------     ----------

               NET INCREASE IN CASH                                    403          3,392

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

Cash at end of period                                           $      403     $   16,597
                                                                ==========     ==========
</TABLE>

                                        6
<PAGE>

MULTI SOFT, INC.
NOTE TO FINANCIAL STATEMENTS
July 31, 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 six
and  three  months  ended  July 31,  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 six
and three months ended July 31, 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
---------------------

SIX MONTHS  ENDED JULY 31, 2001  COMPARED TO SIX MONTHS  ENDED JULY 31, 2000 AND
THREE MONTHS ENDED JULY 31, 2001 COMPARED TO THREE MONTHS ENDED JULY 31, 2000

We generated  revenues  during the six months ended July 31, 2001, the first six
months of our fiscal  year  ending  January 31,  2002,  of $252,270  compared to
revenues of $389,305 during the first six months of fiscal 2001. We believe that
the decrease of $137,035, or approximately 35.2% 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 33.0% from $14,482 in the
first six months of fiscal 2001 to $9,698  during the first six months of fiscal
2002.  Maintenance fees decreased $43,853 or approximately  37.3% and consulting
and other fees, primarily to our affiliate Freetrek, Inc., decreased $88,398, or
approximately 34.4%.

We generated  revenues  during the three months ended July 31, 2001, of $158,108
compared to revenues of $164,801  during the second  quarter of fiscal 2001.  We
believe that the decrease in revenues of $6,693, or approximately  4.1%, was due
primarily to a decrease in revenue from  maintenance  fees and consulting  fees,
primarily  to our  affiliate  Freetrek,  Inc.,  offset in part by an increase in
license fees.  License fee revenue increased  $7,701,  or approximately  385.6%,
maintenance fees decreased  $5,753,  or  approximately  11.1% and consulting and
other fees,  primarily to our  affiliate  Freetrek,  Inc.,  decreased  $8,641,or
approximately 7.8%.

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 six and three months ended July 31,

                                        8
<PAGE>

2000.  Previously  this  income  was  reported  as "Other  Income" in the Income
Statement.  We have restated our  Statement of Operations  for the six and three
months  ended  July  31,  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 six and
three months ended July 31, 2000.

Our principal  sources of revenues were  maintenance  fees and  consulting  fees
which represented approximately 96.2% or $242,572 of revenues for the six months
ended July 31, 2001 and approximately  96.3% or $374,823 of revenues for the six
months ended July 31, 2000.  Maintenance  fees and consulting  fees  represented
approximately  93.9% or $148,410 of revenues for the three months ended July 31,
2001 and  approximately  98.8% or $162,804  for the three  months ended July 31,
2000.

The  decrease  in  licensing  fees for the six month  periods 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  $380,291  for the six months ended July 31, 2001
compared to $466,316  for the  comparable  six month  period of fiscal  2001,  a
decrease of $86,025 or approximately 18.5%. Our operating expenses for the three
months ended July 31, 2001 were $172,819 compared to $224,637 for the comparable
three months ended July 31, 2000, a decrease of $51,818 or approximately  23.1%.
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 six and three month period  ending July 31, 2001
compared to the period ending July 31, 2000.

As a result of all of the  foregoing,  we  incurred a net loss for the first six
months of fiscal  2002 of  $128,021  compared  to a net loss of $77,011  for the
first six months of fiscal 2001, an increase of $51,010.  We incurred a net loss
of $14,711 for the three  months  ended July 31, 2001  compared to a net loss of
$59,836, a decrease of $45,125.

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

                                        9
<PAGE>

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.

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

At July 31,  2001,  we had a negative  working  capital  position of  ($394,563)
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              July 31, 2001             January 31, 2001
      --------------------------------------------------------------------

      Working capital
       (deficiency)              ($394,563)                  ($215,932)

      Current ratios                0.13:1                     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: September 13, 2001     By: /s/ Charles J. Lombardo
                                  ----------------------------------------------
                                  Charles J. Lombardo, Chief Executive Officer,
                                  Chief Financial Officer and Treasurer

                                       12