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, 2002

                                       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.)

                3535 Quakerbridge Road, Hamilton New Jersey 08619
                -------------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code: (609) 631-7401
                                                --------------


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, 2002
-----------------------                            -----------------------------

Common Stock, par value                                     13,709,477
        $.001 per share

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

                                        1
<PAGE>

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

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

The accompanying financial statements are unaudited for the interim periods, but
include all adjustments  (consisting only of normal recurring accruals) which we
consider  necessary  for the fair  presentation  of our  results for the six and
three months ended July 31, 2002.

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, 2002.

The results  reflected  for the six and three months ended July 31, 2002 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, 2002 and  January 31, 2002
            (Unaudited)

<TABLE>
<CAPTION>
                                                              July 31,       January 31,
                                                                2002             2002
                                                            ------------     ------------

ASSETS
CURRENT ASSETS
<S>                                                         <C>              <C>
     Cash                                                   $         --     $      3,207
     Accounts Receivable (net of allowance
         of $49,212 and $49,212 respectively                      35,210           22,117
     Prepaid expenses and other current assets                    40,566           22,636
                                                            ------------     ------------
                                                                  75,776           47,960

FURNITURE AND EQUIPMENT
     Research and Development Equipment                            8,868            8,868
     Office furniture and other equipment                         31,209           31,209
                                                            ------------     ------------
                                                                  40,077           40,077
     Less: Accumulated Depreciation                              (27,300)         (24,837)
                                                            ------------     ------------
                                                                  12,777           15,240

OTHER ASSETS
     Capitalized software development costs                    1,708,549        1,702,582
     Less accumulated amortization                            (1,124,284)      (1,047,052)
     Less valuation allowance                                   (210,000)        (210,000)
                                                            ------------     ------------
                                                                 374,265          445,530

     Due from Multi Solutions, Inc                               359,477          351,926
     Due from Freetrek, Inc.                                     139,014          215,730
     Due from NetCast, Inc.                                      234,592          234,592
                                                            ------------     ------------
                                                                 733,083          802,248
     Less valuation allowance                                   (200,000)        (200,000)
                                                            ------------     ------------
                                                                 533,083          602,248

                                                            $    995,901     $  1,110,978
                                                            ============     ============
</TABLE>

                                        3
<PAGE>

MULTI SOFT, INC.
a  51.3 % owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
July 31, 2002 and January 31, 2002
            (Unaudited)

<TABLE>
<CAPTION>
                                                              July 31,       January 31,
                                                                2002             2002
                                                            ------------     ------------

LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
<S>                                                         <C>              <C>
     Accrued payroll                                        $     67,034     $     81,817
     Payroll and other taxes payable                              30,899           28,589
     Accounts Payable, Accrued  expenses and
            other Current Liabilities                            164,746          169,933
     Accrued officer compensation                                133,868          133,868
     Due to officer                                               31,146           52,847
     Deferred Revenues                                            49,431           72,552
                                                            ------------     ------------

                                                                 477,124          539,606

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

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
      13,709,477 for 2002 respectively                            13,709           13,709
      Additional paid-in capital                               6,039,221        6,039,221
      Accumulated deficit                                     (6,120,758)      (6,068,163)
                                                            ------------     ------------
                                                                 (67,828)         (15,233)

                                                            $    995,901     $  1,110,978
                                                            ============     ============
</TABLE>

                                        4
<PAGE>


MULTI SOFT, INC
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS
Six and Three months ended July 31, 2002 and 2001
            (Unaudited)

<TABLE>
<CAPTION>
                                                          Six Months Ended                 Three Months Ended
                                                               July 31,                          July 31,
                                                        2002             2001             2002             2001
                                                    ------------     ------------     ------------     ------------

REVENUES
<S>                                                 <C>              <C>              <C>              <C>
      License fees                                  $     16,252     $      9,698     $     11,556     $      9,698
      Maintenance fees                                    74,791           73,701           35,441           45,981
      Consulting and Other fees                           17,890           22,781           10,561           13,779
      Consulting fees from Freetrek affiliate             42,000           87,750           21,000           50,250
                                                    ------------     ------------     ------------     ------------

             Total revenues                              150,933          193,930           78,558          119,708

EXPENSES
      Software development and technical support          78,141          160,005           39,022           76,627
      Selling and administrative                         164,437          220,286           64,430           96,192
                                                    ------------     ------------     ------------     ------------

             Total expenses                              242,578          380,291          103,452          172,819
                                                    ------------     ------------     ------------     ------------

             (Loss) income from operations               (91,645)        (186,361)         (24,894)         (53,111)

OTHER INCOME
     Administrative charges to Freetrek                   39,050           58,340           16,050           38,400
                                                    ------------     ------------     ------------     ------------

             Net income (loss)                      ($    52,595)    ($   128,021)    ($     8,844)    ($    14,711)
                                                    ============     ============     ============     ============

             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
Six Months ended July 31, 2002 and July 31, 2001
            (Unaudited)

<TABLE>
<CAPTION>
                                                                       July 31,
                                                                2002             2001
                                                            ------------     ------------
Cash flows from operating activities
<S>                                                         <C>              <C>
      Net income (loss)                                     ($    52,595)    $   (128,021)
      Adjustments to reconcile net income  to net cash
           provided by operating activities
      Depreciation and amortization                               79,695           80,252
      Changes in assets and liabilities
             Due to / from Multi Solutions                        (7,551)         (11,769)
             Due to/ from Freetrek                                76,716           (9,335)
             Accounts receivable                                 (13,093)          70,210
             Prepaid expenses and other current assets           (17,930)           5,329
             Accrued payroll                                     (14,783)          16,687
             Payroll and other taxes payable                       2,310            4,227
             Accounts payable and accrued expenses                (5,187)          92,554
             Due to officer                                      (21,701)              --
             Deferred revenues                                   (23,121)          (9,973)
                                                            ------------     ------------

                    Net cash provided by operating
                      activities                                   2,760          110,161

Cash flows from investing activities
      Capital expenditures                                            --           (4,634)
      Capitalized software development costs                      (5,967)        (105,124)
                                                            ------------     ------------

                    Net cash used in investing
                      activities                                  (5,967)        (109,758)

                    NET INCREASE (DECREASE) IN CASH               (3,207)             403

Cash at beginning of year                                          3,207               --
                                                            ------------     ------------

Cash at end of period                                       $         --     $        403
                                                            ============     ============
</TABLE>

                                        6

                                       6
<PAGE>


MULTI SOFT, INC.
NOTE TO FINANCIAL STATEMENTS
July 31, 2002
(Unaudited)

RECLASSIFICATION OF REVENUE TO OTHER INCOME FROM ADMINISTRATIVE CHARGES

 Rent and  administrative  fees charged to Freetrek,  Inc., an  affiliate,  were
reflected  on prior  financial  statements  as  "Revenue"  on the  Statement  of
Operations. During the six and three months ended July 31, 2002, these fees have
been included in "Other Income" in the category  "Other Income" on the Statement
of Operations.  For purposes of comparison, the Statements of Operations for the
six and three months ended July 31, 2001 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, 2002  compared to Six months  ended July 31, 2001 and
--------------------------------------------------------------------------------
Three Months ended July 31, 2002 compared to Three months ended July 31, 2001
-----------------------------------------------------------------------------

We generated  revenues  during the six months ended July 31,2002,  the first six
months of our fiscal  year  ending  January 31,  2003,  of $150,933  compared to
revenues of $193,930 during the first six months of fiscal 2002. We believe that
the decrease of $42,997, or approximately 22.2%, was due primarily to a decrease
in our consulting fees,  primarily to our affiliate  Freetrek,  Inc.,  offset in
part by increases in license and maintenance fees. License fee revenue increased
from $9,698 in the first six months of fiscal  2002 to $16,252  during the first
six months of fiscal 2003.  Maintenance fees increased  $1,090, or approximately
1.5% and consulting and other fees,  primarily to our affiliate Freetrek,  Inc.,
decreased $50,641,or approximately 45.8%.

We generated  revenues  during the three months ended July 31, 2002,  of $78,558
compared to revenues of $119,708  during the second  quarter of fiscal 2002.  We
believe that the decrease in revenues of $41,150,  or  approximately  34.4%, was
due primarily to a decrease in revenue from  consulting  fees,  primarily to our
affiliate Freetrek,  Inc, and maintenance fees, offset in part by an increase in
license fees.

Please  note  that  we  have  included   income  derived  from   consulting  and
administrative charges to our affiliate Freetrek,  Inc. in the amount of $39,050
in "Other  Income" for the six and three months ended July 31, 2002.  Previously
this income was reported as "Revenues" in the Income Statement. We have restated
our Statement of Operations  for the six and three months ended July 31, 2001 to
reflect this change.

                                        8
<PAGE>

Our  principal  sources of revenues  were  license  fees and  maintenance  fees.
License  and  maintenance  fees  represented  approximately  $91,043 or 60.3% of
revenues  for the six months  ended July 31, 2002 and  approximately  $83,399 or
57.04% of  revenues  for the six months  ended July 31,  2001.  Consulting  fees
represented  approximately  $31,561 or 40.2% of  revenues  for the three  months
ended July 31, 2002 and approximately $64,029 or 53.4% of revenues for the three
months ended July 31, 2001.

We believe  that the increase in  licensing  fees was due to increased  software
sales within the quarter  ended July 31,  2002.  We believe that the increase in
maintenance  fees was due to renewal of maintenance  contracts by customers.  We
believe that the decrease in consulting and other fees was due to a reduction in
charges for consulting  fees to our affiliate  Freetrek,  Inc. This reduction in
consulting  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  $242,578  for the six months ended July 31, 2002
compared to $380,291  for the  comparable  six month  period of fiscal  2002,  a
decrease of $137,713 or  approximately  36.2%.  Our  operating  expenses for the
three  months  ended July 31, 2002 were  $103,452  compared to $172,819  for the
comparable  three  months  ended  July  31,  2001,  a  decrease  of  $69,367  or
approximately  40.1%.  We believe  that the  decrease was a result of both lower
levels  of  software  development  costs  (principally  related  to  development
services   provided  to  Freetrek)  as  well  as  a  reduction  in  selling  and
administrative  costs charged to  operations  for the six and three month period
ending July 31, 2002 compared to the period ending July 31, 2001.  The reduction
in selling and administrative  expenses were a direct result of our cost cutting
initiative.  We moved our operations to smaller,  less expensive premises saving
approximately  $24,000 in rent for six months and $12,000 for three months.  Our
utility bills in the new smaller space were  substantially  reduced.  We cut our
staff,  thereby reducing  payrolls by  approximately  $23,000 for six months and
$11,000 for three months. Other overhead reductions  aggregating $18,000 for the
six months and $9,000 for the three months  resulted  from cutbacks in marketing
expenditures and changes in our internet service provider.

As a result of all of the  foregoing,  we  incurred a net loss for the first six
months of fiscal  2003 of $52,595  compared  to a net loss of  $128,021  for the
first six months of fiscal 2002,  a decrease of $75,426.  We incurred a net loss
of $8,844 for the three  months  ended July 31,  2002  compared to a net loss of
$14,711 for the three months ended July 31, 2001, a decrease of $5,867.

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

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

                                        9
<PAGE>

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

At July 31,  2002,  we had a negative  working  capital  position of  ($401,348)
compared to a negative  working  capital  position of  ($491,646) on January 31,
2002. 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, 2002              January 31, 2002
     ---------------------------------------------------------------------

     Working capital
     (deficiency)               ($401,348)                   ($491,646)

     Current ratios               0.16:1                       0.09:1

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.


Date September 19, 2002            By: /s/ Charles J. Lombardo
                                       -----------------------------------------
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer

                                       12
<PAGE>

     CERTIFICATIONS

Securities  and Exchange Act of 1934 Rule 13a-14 as adopted  pursuant to Section
302 of Sarbanes-Oxley Act of 2002:

     I, Charles  Lombardo,  Chairman of the Board of Directors,  Chief Executive
Officer,  Chief  Financial  Officer  and  Treasurer  of Multi  Soft,  Inc.  (the
"Company") certify that:

          (1) I have  reviewed  this  quarterly  report on Form  10-QSB of Multi
Soft, Inc.;

          (2) Based on my knowledge,  this quarterly report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report; and

          (3)  Based  on my  knowledge,  the  financial  statements,  and  other
financial  information included in this quarterly report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of the Company as of, and for, the periods presented in this quarterly report.


                                        ---------------------------
                                        Charles Lombardo
                                        Chief Executive Officer and
                                        Chief Financial Officer
                                        September 19, 2002

18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002:

     In connection with the Quarterly Report of Multi Soft, Inc. (the "Company")
on Form 10-QSB for the period ending July 31, 2002 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"),  I, Charles Lombardo,
Chief  Executive  Officer  of the  Company  and Chief  Financial  Officer of the
Company, in both capacities, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the  requirements  of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


                                        ---------------------------
                                        Charles Lombardo
                                        Chief Executive Officer and
                                        Chief Financial Officer
                                        September 19, 2002

                                       13