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, 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: (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, 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 six and three months ended July 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 six and three months ended July 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


                                                       July 31,     
                                                         1997        January 31,
                                                     (Unaudited)        1997    
                                                     -----------    -----------
ASSETS
CURRENT ASSETS
     Cash                                            $     5,896    $     9,148
     Accounts Receivable (net of allowance
      of $26,854 and $32,880 respectively)               118,733         16,961
     Prepaid expenses and other current assets            32,936         13,532
                                                     -----------    -----------
                                                         157,565         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                      (10,907)        (9,119)
                                                     -----------    -----------
                                                          14,864         16,652


OTHER ASSETS
     Capitalized software development costs            1,860,238      1,722,303
     Less accumulated amortization                    (1,253,826)    (1,110,741)
                                                     -----------    -----------
                                                         606,412        611,562

     Due from Multi Solutions                            420,852        422,951
     Due from NetCast                                    103,342         55,335
                                                     -----------    -----------

                                                     $ 1,303,035    $ 1,146,141
                                                     ===========    ===========


<PAGE>


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


                                                       July 31,     
                                                        1997        January 31,
                                                     (Unaudited)       1997    
                                                     -----------    -----------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
     Loan payable to bank                            $    20,343    $    25,497
     Note Payable                                         13,506         15,504
     Accrued payroll                                      51,654
     Payroll and other taxes payable                      30,869         38,072
     Accounts Payable                                     67,391         58,155
     Accrued officer compensation                        174,725        103,347
     Deferred Revenues                                   171,054        168,411
                                                     -----------    -----------
                                                         529,542        408,986


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


STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
      $.001 par value, issued and outstanding
      11,780,306 and 11,780,306 respectively              11,780         11,780
     Additional paid-in capital, net of deferred
     compensation $9,964 and $13,950 respectively      5,927,852      5,923,868
     Accumulated deficit                              (5,752,744)    (5,785,098)
                                                     -----------    -----------
                                                         186,888        150,550


                                                     $ 1,303,035    $ 1,146,141
                                                     ===========    ===========


<PAGE>


MULTI SOFT, INC
STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                                       Six Months Ended                  Three Months Ended
                                                                            July 31,                           July 31,
                                                                     1997              1996              1997              1996
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>         
REVENUES
      License fees                                               $     84,914      $    254,066      $     54,545      $    168,197
      Maintenance fees                                                374,333           312,384           170,673           152,631
      Consulting and Other fees                                        49,845            17,758            25,055            17,531
                                                                 ------------      ------------      ------------      ------------
              Total revenues                                          509,092           584,208           250,273           338,359


EXPENSES
      Software development and technical support                      143,085           171,244            78,439            86,920
      Selling and administrative                                      332,362           378,866           151,797           175,311
                                                                 ------------      ------------      ------------      ------------

              Total expenses                                          475,447           550,110           230,236           262,231

              Income  from operations                                  33,645            34,098            20,037            76,128

OTHER (EXPENSE)
      Interest Expense                                                 (1,291)           (4,806)             (637)           (3,782)

              Total other (expense)                                    (1,291)           (4,806)             (637)           (3,782)

              NET INCOME                                         $     32,354      $     29,292      $     19,400      $     72,346
                                                                 ============      ============      ============      ============

              Weighted average shares outstanding                  11,780,306        11,560,000        11,780,306        10,109,000
                                                                 ============      ============      ============      ============


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


<PAGE>


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

<TABLE>
<CAPTION>
                                                                                Six Months ended
                                                                               July 31      July 31
                                                                                1997         1996
                                                                             ---------    ---------
<S>                                                                          <C>          <C>      
Cash flows from operating activities
      Net Income                                                             $  32,354    $  29,292
      Adjustments to reconcile net income to net cash
           provided (used) by operating activities
      Depreciation and amortization                                            144,873      172,270
      Changes in assets and liabilities
              Due to / from Multi Solutions                                      2,099      (10,000)
              Due to / from NetCast                                            (48,007)
              (Increase) decrease in accounts receivable                      (101,772)      (3,543)
              Decrease in prepaid expenses and other current assets            (19,404)        --
              Increase (decrease) in accrued payroll                            51,654      (30,285)
              (Decrease) in payroll and other taxes payable                     (7,203)     (21,638)
              Increase (decrease) in accounts payable and accrued expenses       9,236      (75,297)
              (Decrease) increase in accrued officer compensation               71,378       16,665
              Increase (decrease) in deferred revenues                           2,643      (20,236)
              Increase (decrease) in long term deferred revenues                  --         (8,022)
                                                                             ---------    ---------

                     Net cash provided (used) by operating activities          137,851       49,206


Cash flows from investing activities
      Capitalized Research and  developement                                      --         (4,158)
      Capitalized software development costs                                  (137,935)    (116,086)
                                                                             ---------    ---------

                     Net cash used in investing activities                    (137,935)    (120,244)


Cash flows from financing activities
      Net repayments under loan and line of credit ageements                    (5,154)      (6,981)
      Note Payable                                                              (1,998)        --
      Amortization of Stock Grants                                               3,984          690
      Issued Common Stock                                                         --         59,724
                                                                             ---------    ---------
                     Net cash provided by (used ) financing activities          (3,168)      53,433


                     NET INCREASE (DECREASE) IN CASH                            (3,252)     (17,605)


Cash at beginning of  period                                                     9,148       88,015


Cash at end of  period                                                       $   5,896    $  70,410
                                                                             =========    =========
</TABLE>


<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

Six months  ended July 31, 1997  compared to six months  ended July 31, 1996 and
three months ended July 31, 1997 compared to three months ended July, 31 1996

Revenues  for the current six months of fiscal  year 1997  decreased  $75,116 or
12.85% compared with the comparable  period of the prior year.  Revenues for the
three month period  ending July 31, 1997  decreased  $88,086  compared  with the
comparable  period of the prior year.  The  decrease in revenues for the current
six and  three  month  period  is  attributable  to  receiving  advance  royalty
payments,  in the prior three and six month  period which did not reoccur in the
current period .

Operating  expenses  for the six month  period  decreased  $74,663  or  (13.57%)
compared with the comparable period of the prior year. Operating expense for the
three month period  ending July 31, 1997  decreased  $31,995  compared  with the
prior year.  The decrease in the six month and three month period was due to the
reduction of certain expenses such as legal fees,  outside marketing and outside
consulting.  Also,  the six and three month software  development  has decreased
$28,159 and $8,481 respectively. The reason for this decrease is that Multi Soft
reduced its development  staff which decreases the  capitalization  value of the
software.

Operating  income,  before other  (expense) of $33,645 for the current six month
period  decreased  $453 compared with the  comparable  period of the prior year.
Operating  Income,  before other income (expense)  $20,037 for the current three
month decreased  $56,091 compared with comparable  period of the prior year. The
reason for this  decrease is the advance  royalty  received last year during the
comparable quarter which did not reoccur in the current period.

Other  (expense)  for the current six month period was ($1,291) as compared with
($4,806)  for  the  comparable  period  of  the  prior  year.  The  decrease  is
attributable  to a miscellaneous  expense in the comparable  period that did not
reoccur in the current period.

For the  current  six month  period , net income of $32,354 or ($.00)  cents per
share was  incurred  compared  with a net income of $29,292 or ($.00)  cents per
share an decrease of $3,062. For the current three month period, a net income of
$19,400 or .00 cents per share was incurred  compared  with income of $72,346 in
the comparable  period for the prior year an decrease of $52,946.  As previously
stated,  the reason for this decrease is the royalty advance received during the
comparable period of the year did not reoccur during this period.


Major Customers

     In the  first  six  months  of 1997,  IBM  accounted  for  29.46%  of total
revenues. In the first six months of 1996, IBM accounted for 17.19%.


<PAGE>


Liquidity and Capital Resources

     At July 31, 1997, the Company had a negative  working  capital  position of
($371,977); and has been experiencing cash flow problems.

     Management of Multi Soft 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 of $75,000 per quarter over a
two year period representing minimum advances against royalties.  As of November
1996,  the  contract  with IBM was extended for two more years and IBM is paying
Multi Soft monthly maintenance and royalties.

     In 1995  Multi  Soft,  Inc.  entered  a joint  developement  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 ot 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.


<PAGE>


Dividend Policy

Multi Soft has not declared or paid any  dividends on its common stock since its
inception and does not anticipate  the  declaration or payment of cash dividends
in the foreseeable  future.  The Company intends to retain earnings,  if any, to
finance the  development  and expansion of its business.  Future dividend policy
will be  subject  to the  discretion  of the  Board  of  Directors  and  will be
contingent  upon future  earnings,  if any, the Company's  financial  condition,
capital requirements,  general business conditions and other factors. Therefore,
there can be no assurance that dividends of any kind will ever be paid.

Effect of Inflation

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


<PAGE>


Cautionary Statement

This Form 10-KSB contains certain  forward-looking  statements regarding,  among
other things,  the anticipated  financial and operating  results of the company.
For this purpose, forward-looking statements are any statements contained herein
that are not statements of historical fact and include,  but are not limited to,
those   preceded  by  or  that   include  the  words,   "believes,"   "expects,"
"anticipated,"  or  similar  expressions.  In  connection  with the safe  harbor
provisions of the Private Securities  Litigation Reform act of 1995, the Company
is including this cautionary statement  identifying important factors that could
cause the company's actual results to differ  materially from those projected in
forward looking statements made by, or on behalf of, the company. These factors,
many of which are beyond the control of the  company  and include the  Company's
ability to, (i) continue as a going concern,  (ii) continue to receive royalties
from its existing licensing and consulting arrangements (iii) develop additional
marketable software and technology, (iv) compete with larger, better capitalized
competitors, and reverse ongoing liquidity and cash flow problems.

PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

          (a) Exhibits

               27. Financial Data Schedule

          (b) Reports on Form 8-K


<PAGE>


SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registration  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.

                                  MULTI SOFT, INC.



Dated: August 27, 1997
                                   By:/s/ Charles J. Lombardo
                                   --------------------------------------------
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer