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, 1997

                                       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, 1997
Common Stock, par value                                  11,780,306
   $.001 per share


<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     The  accompanying  financial  statements  are  unaudited  for  the  interim
periods,  but  include  all  adjustments  (consisting  only of normal  recurring
accruals)  which  management  considers  necessary for the fair  presentation of
results for the nine and three months ended October 31, 1997.

     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, 1997.

     The results  reflected for the nine and three months ended October 31, 1997
are not necessarily indicative of the results for the entire fiscal year.


<PAGE>


MULTI SOFT, INC.
a 55.4% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS


                                                     October 31,     January 31,
                                                         1997           1997
                                                     (Unaudited)
                                                     -----------    -----------
ASSETS
CURRENT ASSETS
     Cash                                            $    47,293    $     9,148
     Accounts receivable (net of allowance
      of $26,854 and $6,854 respectively)                 83,877         16,961
     Prepaid expenses and other current assets            38,486         13,532
                                                     -----------    -----------
                                                         169,656         39,641


FURNITURE AND EQUIPMENT
     Research and development equipment                    7,953          7,953
     Office furniture and other equipment                 17,818         17,818
                                                     -----------    -----------
                                                          25,771         25,771
     Less: Accumulated Depreciation                      (11,801)        (9,119)
                                                     -----------    -----------
                                                          13,970         16,652


OTHER ASSETS
     Capitalized software development costs            1,929,207      1,722,303
     Less accumulated amortization                    (1,332,266)    (1,110,741)
                                                     -----------    -----------
                                                         596,941        611,562

     Due from  Multi Solutions, Inc.                     421,252        422,951
     Due from NetCast, Inc.                              130,299         55,335

                                                     $ 1,332,118    $ 1,146,141
                                                     ===========    ===========


<PAGE>


MULTI SOFT, INC.
a 55.4% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         October 31,   January 31,
                                                            1997          1997
                                                        (Unaudited)
                                                        -----------    -----------
<S>                                                       <C>            <C>      
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
     Loan payable to bank                               $    20,976    $    25,497
     Note Payable                                            12,026         15,504
     Accrued payroll                                         51,656           --
     Payroll and other taxes payable                         28,050         38,072
     Accounts payable                                        68,935         58,155
     Accrued officer compensation                           212,221        103,347
     Deferred Revenues                                      123,624        168,411
                                                        -----------    -----------

                                                            517,488        408,986

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


STOCKHOLDERS'  EQUITY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
      11,780,306 and  11,780,306 shares, respectivley        11,780         11,780
     Additional paid-in capital, net of deferred
     compensation                                         5,929,846      5,923,868
     Accumulated deficit                                 (5,713,601)    (5,785,098)

                                                        -----------    -----------
                                                            228,025        150,550

                                                          1,332,118      1,146,141
                                                        ===========    ===========
</TABLE>


<PAGE>


MULTI SOFT, INC
STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended                  Three Months Ended
                                                                       October 31,                        October 31,
                                                                   1997             1996             1997             1996
                                                                ----------       ----------       ----------       ----------     
REVENUES
<S>                                                             <C>              <C>              <C>              <C>       
      License fees                                             $   162,409      $   328,693      $    77,495      $    74,627
      Maintenance fees                                             525,781          487,491          151,448          175,107
      Consulting and Other fees                                     83,629           48,204           33,784           30,446
                                                                ----------       ----------       ----------       ----------     
             Total revenues                                        771,819          864,388          262,727          280,180

EXPENSES
      Software development and technical support                   221,525          256,866           78,440           85,622
      Selling and administrative                                   476,874          571,058          144,512          192,192
                                                                ----------       ----------       ----------       ----------     
             Total expenses                                        698,399          827,924          222,952          277,814
                                                                ----------       ----------       ----------       ----------     
             Income  from operations                                73,420           36,464           39,775            2,366

OTHER  EXPENSE
      Interest Expense                                               1,923            7,119              632            2,313
                                                                ----------       ----------       ----------       ----------     
             Total other expense                                     1,923            7,119             --              2,313


             NET INCOME(LOSS)                                       71,497      $    29,345      $    39,143      $        53
                                                                ==========       ==========       ==========       ==========     
             Weighted average shares outstanding                11,780,306       11,560,000       11,780,306       11,560,000
                                                                ==========       ==========       ==========       ==========
             Income (Loss) per share                           $      --        $      --         $      --       $      --        
                                                                ==========       ==========       ==========       ==========
</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>
                                                                                Nine Month Ended 
                                                                                  October 31     
                                                                              1997           1996
                                                                            ---------    ---------
<S>                                                                         <C>          <C>      
Cash flows from operating activities
      Net Income                                                            $  71,497    $  29,345
      Adjustments to reconcile net income( loss) to net cash
           provided  by operating activities
      Depreciation and amortization                                           224,207      258,443
      Changes in assets and liabilities
             Due  from NetCast                                                (74,964)
             Due  from Multi Solutions                                          1,699      (11,900)
             (Increase) decease in accounts receivable                        (66,916)      14,706
             Decrease in prepaid expenses and other current assets            (24,955)      (3,500)
             Increase (decrease) in accrued payroll                            51,656      (30,285)
             Decrease in payroll and other taxes payable                      (10,022)     (24,592)
             Increase (decrease) in accounts payable and accrued expenses      10,780      (88,806)
             Decrease in Note payable                                          (3,478)
             (Decrease) increase in accrued officer compensation              108,874     (174,830)
             Increase  in Deferred Compensation                                  --        476,589
             Decrease in deferred revenues                                    (44,787)    (382,566)
             Decrease in long term deferred revenues                             --         (8,022)
                                                                            ---------    ---------

                    Net cash provided  by operating activities                243,591       54,582

Cash flows from investing activities
      Capitalized Research and  developement                                     --         (6,583)
      Capitalized software development costs                                 (206,904)    (174,131)
                                                                            ---------    ---------

                    Net cash used in investing activities                    (206,904)    (180,714)

Cash flows from financing activities
      Net repayments under loan and line of credit ageements                   (4,521)     (11,840)
      Amortization of Stock Grants                                              5,979          690
      Issued Common Stock                                                        --         60,468
                                                                            ---------    ---------
                    Net cash provided by  financing activities                  1,458       49,318

                    NET INCREASE (DECREASE) IN CASH                            38,145      (76,814)

Cash at beginning of  period                                                    9,148       88,015
                                                                            ---------    ---------

Cash at end of  period                                                         47,293    $  11,201
                                                                            =========    =========
</TABLE>


<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, 1997  compared to nine and three months
ended October 31, 1996

     Revenues  of  $771,819  for the  current  nine  months of fiscal  year 1997
decreased  $92,569 or 10.7%  compared  with the  comparable  period of the prior
year.  Revenues of $262,727 for the three month period  ending  October 31, 1997
decreased $17,453 or 6.2% 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
90.48%  compared  with  95.78%  for the  comparable  period of the  prior  year.
Operating  expense  ending  October 31,  1997 as a percent of  revenues  for the
current  three month period was 84.86 % compared with 99.15% for the prior year.
The  decrease  in the nine and  three  month  period is a result of an effort by
management to reduce as many operating expenses as possible. For example, legal,
accounting and consulting fees have been substantially reduced.

     Operating  income,  before  other  expense of $73,420 for the current  nine
month period increased  $36,956 compared with the comparable period of the prior
year.  Operating  income , before other expense of $39,775 for the current three
month period  increased  $37,409  compared with  comparable  period of the prior
year.

     Other expense for the current nine month period was $1,923 as compared with
$7,119 for the comparable period of the prior year. The decrease is attributable
to a  miscellaneous  tax  expense  that  occurred  in the prior year and did not
reoccur in the current period.

     For the  current  nine month  period , net income of $71,497  was  incurred
compared  with a net  income of  $29,345  for the prior  period an  increase  of
$42,152.  For the  current  three  month  period,  a net income of  $39,143  was
incurred  compared  with  income of $53 in the  comparable  period for the prior
year, which results in an increase of $39,090.

     During the nine months  ended  October  31, 1996 Multi Soft issued  232,260
shares of its common  stock to certain  persons  in  satisfaction  of $90,727 of
indebtedness and for other consideration.

Major Customers

     In the  first  nine  months  of  1996,  IBM  accounted  for 29.5 % of total
revenues.  In the first nine months of 1997,  IBM accounted for %.26.24 of total
revenues.


<PAGE>


Liquidity and Capital Resources

     At October 31, 1997, the Company had a negative working capital position of
$347,832; 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  environment and has made its Windows based products easier to learn and
use.

     Multi Soft has entered into an International  Software Licensing  Agreement
with IBM which  grants IBM the  non-exclusive  rights  and  license to market an
extended  runtime  version of Multi  Soft's WCL product as an IBM logo  product.
This IBM EXTENDED  VERSION of Multi Soft's WCL is named IMS Client  ServerTM for
Windows.  It provides  remote  presentation  support for IMS. Multi Soft and IBM
also have entered into International Marketing Agreements to market Multi Soft's
WCL Toolkit under the name IMS Client Server ToolkitTM for Windows in the United
States,  Puerto Rico,  the Asian  Pacific  Region,  Europe,  the Middle East and
Africa and Canada.

     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.  Pursuant to this
agreement,  the Company will receive a minimum maintenance  guarantee of $15,000
plus royalties.

     In 1995  Multi  Soft,  Inc.  entered  a  joint  development  and  marketing
agreement  with Bellcore to develop and Market a Sun Solaris Unix version of its
WCL product.  The agreement provides that Bellcore pay Multi soft for developing
an extension of its WCL product for the Sun Solaris Unix  environment.  Also, it
provides  for a joint  marketing  agreement in which both  companies  will share
marketing royalties.

     In 1997  Multi  Soft,  Inc.  entered  into a  distribution  agreement  with
Bellcore to distribute  licensed software for use by Bellcore  licensees as part
of a Bellcore developed  application  called FEPS/TIRKS.  The agreement provides
for three years of Software  Upgrade fees to ensure  version  compatibility  and
three years of maintenance and support.

     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.


<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.

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

          None

<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 12, 1997
                               By: /s/ Charles J. Lombardo
                                   ---------------------------------------------
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer