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, 1996

                                       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:      (908) 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, 1996
Common Stock, par value                                   11,716,229
   $.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, 1996.

     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, 1996.

     The results  reflected for the nine and three months ended October 31, 1996
are not necessarily indicative of the results for the entire fiscal year.


<PAGE>


MULTI SOFT, INC.
a 55.7% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                 October 31,     January 31,
                                                    1996           1996
                                                 (Unaudited)
                                                 -----------    -----------
<S>                                              <C>            <C>
ASSETS
CURRENT ASSETS
     Cash                                        $    11,201    $    88,015
     Accounts receivable (net of allowance
      of $28,932 and $37,063 respectively)            85,723        100,428
     Prepaid expenses and other current assets        17,032         13,532
                                                 -----------    -----------
                                                     113,956        201,975


FURNITURE AND EQUIPMENT
     Research and development equipment                6,584        259,907
     Office furniture and other equipment             10,053         10,053
                                                 -----------    -----------
                                                      16,637        269,960
     Less: Accumulated Depreciation                   (7,736)      (266,066)
                                                 -----------    -----------
                                                       8,901          3,894


OTHER ASSETS
     Capitalized software development costs        1,664,259      1,980,130
     Less accumulated amortization                (1,023,019)    (1,256,153)
                                                 -----------    -----------
                                                     641,240        723,977

     Due from  Multi Solutions, Inc.                 420,662        408,762
                                                 -----------    -----------
                                                 $ 1,184,759    $ 1,338,608
                                                 ===========    ===========
</TABLE>

<PAGE>


MULTI SOFT, INC.
a 55.7%  owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       October 31,     January 31,
                                                         1996            1996
                                                      (Unaudited)
                                                      ------------    ------------
<S>                                                   <C>             <C>
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
     Loan payable to bank                             $     29,259    $     41,099
     Accrued payroll                                          --            30,285
     Payroll and other taxes payable                        50,401          74,993
     Accounts payable                                       84,846         173,652
     Deferred compensation due officer/shareholders        586,605         586,605
     Accrued officer compensation                          134,962         110,016
     Deferred revenues                                     204,039         309,792
                                                      ------------    ------------
                                                         1,090,112       1,326,442

     DEFERRED REVENUES - net of current portion               --             8,022
                                                      ------------    ------------

STOCKHOLDERS'  EQUITY
     Common stock,  authorized 30,000,000 shares
     $.001 par value, issued and outstanding
     11,716,239 and 11,483,979 shares, respectivley         11,716          11,484
     Additional paid-in capital, net of deferred   
     compensation $4,140  and $2,150 respectively        5,923,242       5,862,316
     Accumulated deficit                                (5,840,311)     (5,869,656)
                                                      ------------    ------------
                                                            94,647           4,144

                                                      $  1,184,759    $  1,338,608
                                                      ============    ============
</TABLE>


<PAGE>

MULTI SOFT, INC
STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                                     Nine Months Ended                 Three Months Ended
                                                                          October 31,                       October 31,
                                                                 1996                  1995             1996                1995
                                                              ------------       ------------       ------------       ------------
<S>                                                           <C>                <C>                <C>                <C>
REVENUES
      License fees                                            $    328,693       $    505,868       $     74,627       $    117,722
      Maintenance fees                                             487,491            414,409            175,107            133,646
      Consulting and Other fees                                     48,204             40,507             30,446             28,312
                                                              ------------       ------------       ------------       ------------
             Total revenues                                        864,388            960,784            280,180            279,680

EXPENSES
      Software development and technical support                   256,866            236,764             85,622             83,373
      Selling and administrative                                   571,058            726,097            192,192            247,048
                                                              ------------       ------------       ------------       ------------

             Total expenses                                        827,924            962,861            277,814            330,421
                                                              ------------       ------------       ------------       ------------

             Income (Loss) from operations                          36,464             (2,077)             2,366            (50,741)

OTHER (EXPENSE)
      Interest Expense                                              (7,119)            (3,921)            (2,313)            (1,300)
                                                              ------------       ------------       ------------       ------------

             Total other expense                                    (7,119)            (3,921)            (2,313)            (1,300)

             NET INCOME(LOSS)                                 $     29,345       $     (5,998)      $         53       $    (52,041)
                                                              ============       ============       ============       ============

             Weighted average shares outstanding                11,560,000          9,189,000         11,560,000          9,189,000
                                                              ============       ============       ============       ============


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


<PAGE>

MULTI SOFT, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                Nine Month Ended
                                                                                  October 31
                                                                                1996        1995
                                                                             ---------    ---------
<S>                                                                         <C>           <C>

Cash flows from operating activities
      Net Income (loss)                                                      $  29,345    $  (5,998)
      Adjustments to reconcile net income( loss) to net cash
           provided  by operating activities
      Depreciation and amortization                                            258,443      252,443
      Changes in assets and liabilities
              Due to / from Multi Solutions                                    (11,900)      18,150
              (Increase) decrease in accounts receivable                        14,706       63,127
              Decrease in prepaid expenses and other current assets             (3,500)     (19,822)
              Increase (decrease) in accrued payroll                           (30,285)      54,890
              (Decrease) in payroll and other taxes payable                    (24,592)       1,783
              Increase (decrease) in accounts payable and accrued expenses     (88,806)     (30,203)
              (Decrease) increase in accrued officer compensation             (174,830)     135,832
              Increase  in Deferred Compensation                               476,589      179,919
              Increase (decrease) in deferred revenues                        (382,566)    (106,429)
              Increase (decrease) in long term deferred revenues                (8,022)    (182,148)
                                                                             ---------    ---------
                     Net cash provided  by operating activities                 54,582      361,544


Cash flows from investing activities
      Capitalized Research and  developement                                    (6,583)
      Capitalized software development costs                                  (174,131)    (267,088)
                                                                             ---------    ---------

                     Net cash used in investing activities                    (180,714)    (267,088)


Cash flows from financing activities
      Net repayments under loan and line of credit ageements                   (11,840)      (9,325)
      Payment of line of credit                                                             (20,600)
      Amortization of Stock Grants                                                 690           99
      Issued Common Stock                                                       60,468         --
                                                                             ---------    ---------
                     Net cash provided by (used) financing activities           49,318      (29,826)


                     NET INCREASE (DECREASE) IN CASH                           (76,814)      64,630


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



Cash at end of  period                                                       $  11,201    $  64,630
                                                                             =========    =========
</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, 1996  compared to nine and three months
ended  October 31, 1995

     Revenues  of  864,388  for the  current  nine  months of  fiscal  year 1996
decreased  $96,396 or 10.0%  compared  with the  comparable  period of the prior
year.  Revenues of 280,180 for the three month  period  ending  October 31, 1996
increased  $500  compared  with the  comparable  period of the prior  year.  The
decrease in revenues for the current nine month  period is  attributable  to the
recognition of $150,000 of long term deferred  revenue,  in the prior nine month
period which did not reoccur in the current  period . Without  giving  effect to
the long term  deferred  revenue , Multi Soft would have  experienced  a $53,604
increase in revenues  for the current  nine month  period of October 31, 1996 as
compared with prior period.

     Operating  expenses as a percent of revenues  for the nine month period was
95.78% compared with 100% for the comparable period of the prior year. Operating
expense  ending  October 31, 1996 as a percent of revenues for the current three
month period was 99.15 % compared with 118% for the prior year.  The decrease in
the nine month period is a result of a reduction of legal and outside consulting
fees partially offset by the long term deferred revenue mentioned above.

    Operating income, before other expense of $36,464 for the current nine month
period increased  $38,541 compared with the comparable period of the prior year.
Operating  income , before other  expense of $2,366 for the current  three month
period  increased  $53,107  compared with  comparable  period of the prior year.
Excluding the $150,000 long term deferred revenue from the prior year Multi Soft
experienced a $188,541 increase in revenue for October 31, 1996.

Other  expense for the  current  nine month  period was $7,119 as compared  with
$3,921 for the comparable period of the prior year. The increase is attributable
to a miscellaneous tax expense.

     For the  current  nine month  period , net income of $29,345  was  incurred
compared  with a net loss of $5,998 for the prior period an increase of $35,343.
For the current  three month period,  a net income of $53 was incurred  compared
with a loss of 52,041 in the comparable period for the prior year, which results
in an increase  of  $52,094.  Without  giving  effect to the long term  deferred
revenue Multi Soft would have  experienced  an increase of 185,343 in net income
for the nine month period ending October 31, 1996.

     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


<PAGE>


    In the  first  nine  months  of  1996,  IBM  accounted  for  29.5 % of total
revenues.  In the first nine months of 1995,  IBM  accounted for 49.17% of total
revenues.

Liquidity and Capital Resources

     At October 31, 1996, the Company had a negative working capital position of
$976,156; 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 Server(TM) 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  Toolkit(TM)  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  WCL(TM).  Pursuant to
this  agreement,  the Company  will receive a minimum  maintenance  guarantee of
25,000 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.


    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.

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


<PAGE>

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>

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: December 11, 1996
                                        By:
                                           ------------------------------------
                                           Charles J. Lombardo,
                                           Chief Executive Officer,
                                           Chief Financial Officer and Treasurer