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 April 30, 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 April 30, 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 three months ended April 30, 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 for the three months  ended April 30, 1997 are not  necessarily
indicative of the results for the entire fiscal year.

     Multi Soft, Inc. is a 56.4% owned subsidiary of Multi Solutions, Inc.


<PAGE>




MULTI SOFT, INC.
a 56.40% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS



                                                  April 30,     January 31,
                                                       1997            1997
                                                 (Unaudited)
                                                 -----------    -----------
ASSETS
CURRENT ASSETS
     Cash                                        $    (1,431)   $     9,148
     Accounts Receivable (net of allowance
      of $6,854 and $32,880respectively)             141,789         16,961
     Prepaid expenses and other current assets        17,532         13,532
                                                 -----------    -----------
                                                     157,890         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                  (10,012)        (9,119)
                                                 -----------    -----------
                                                      15,759         16,652


OTHER ASSETS
     Capitalized software development costs        1,777,476      1,722,303
     Less accumulated amortization                (1,175,387)    (1,110,741)
                                                 -----------    -----------
                                                     602,089        611,562

     Due from Solutions                              422,951        422,951
     Due from NetCast                                 80,097         55,335
                                                 -----------    -----------


                                                 $ 1,278,786    $ 1,146,141
                                                 ===========    ===========


<PAGE>



MULTI SOFT, INC.
a 56.4% owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS


                                                       April 30,    January 31,
                                                            1997           1997
                                                     (Unaudited)
                                                     -----------    -----------
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
  Loan payable to bank                               $    21,652    $    25,497
  Note payable                                            13,506         15,504
  Accrued payroll                                         27,891
  Payroll and other taxes payable                         29,346         38,072
  Accounts Payable                                        65,079         58,155
  Accrued officer compensation                           136,683        103,347
  Deferred Revenues                                      232,529        168,411
                                                     -----------    -----------
                                                         526,686        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 (1997) and  11,780,306(1996)                11,780         11,780
  Additional paid-in capital, net of deferred
  compensation 11,957 and $14,813 respectively         5,925,859      5,923,868
  Accumulated deficit                                 (5,772,144)    (5,785,098)
                                                     -----------    -----------
                                                         165,495        150,550


                                                     $ 1,278,786    $ 1,146,141
                                                     ===========    ===========



<PAGE>


MULTI SOFT, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
                           
                                                           Three Months Ended
                                                                April 30,
                                                           1997            1996
                                                   ------------    ------------

REVENUES
      License fees                                 $     30,369    $     85,869
      Maintenance fees                                  203,660         159,753
      Consulting and Other fees                          24,790             227
                                                   ------------    ------------
              Total revenues                            258,819         245,849



EXPENSES
      Software development and technical support         64,646          84,324
      Selling and administrative                        180,565         203,555
                                                   ------------    ------------

              Total expenses                            245,211         287,879
                                                   ------------    ------------

              Income (Loss) from operations              13,608         (42,030)

OTHER INCOME(EXPENSE)
      Interest Expense                                     (654)         (1,024)

              Total other income(expense)                  (654)         (1,024)
                                                   ------------    ------------

              NET INCOME (LOSS)                    $     12,954    $    (43,054)
                                                   ============    ============

              Weighted average shares outstanding    11,592,343      10,109,000
                                                   ============    ============


              Loss per share                         a               a
                                                   ============    ============



<PAGE>



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



<TABLE>
<CAPTION>

                                                                                                              Three Months Ended
                                                                                                                   April 30,
                                                                                                            1997               1996
                                                                                                       ---------          ---------
<S>                                                                                                    <C>                <C>       
Cash flows from operating activities
      Net Income ( loss)                                                                               $  12,954          $ (43,054)
      Adjustments to reconcile net loss to net cash
           provided (used) by operating activities
      Depreciation and amortization                                                                       65,539             84,734
      Common stock issued as compensation to employees
      Changes in assets and liabilities
              Due to / from  NetCast                                                                     (24,762)
              (Increase) decrease in accounts receivable                                                (124,828)           (10,767)
              Decrease in prepaid expenses and other current assets                                       (4,000)            (3,000)
              Increase (decrease) in accrued payroll                                                      27,891            (10,775)
              (Decrease) in payroll and other taxes payable                                               (8,726)           (13,623)
              Increase (decrease) in accounts payable and accrued expenses                                 6,924            (10,744)
              (Decrease) increase in accrued officer compensation                                         33,336              8,332
              Increase  in Deferred Compensation                                                            --                 --
              Increase (decrease) in deferred revenues                                                    64,118            (13,992)
              Increase (decrease) in long term deferred revenues                                            --               (8,022)
                                                                                                       ---------          ---------

                     Net cash provided (used) by operating activities                                     48,446            (20,911)


Cash flows from investing activities
      Capitalized Research and  developement                                                                --               (2,050)
      Capitalized software development costs                                                             (55,173)           (51,550)
                                                                                                       ---------          ---------

                     Net cash used in investing activities                                               (55,173)           (53,600)


Cash flows from financing activities
      Net repayments under loan and line of credit ageements                                              (3,845)            (4,610)
      Payment  of loan payable                                                                            (1,998)              --
      Amortization of Stock Grants                                                                         1,991                 39
                                                                                                       ---------          ---------

                     Net cash (used)financial activities                                                  (3,852)            (4,571)


                     NET (DECREASE) IN CASH                                                              (10,579)           (79,082)

Cash at beginning of quarter                                                                               9,148             88,015

Cash at end of quarter                                                                                    (1,431)         $   8,933
                                                                                                       =========          =========
</TABLE>



<PAGE>



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

Results of Operations

Three months ended April 30, 1997 compared to three months ended April 30, 1996

Revenues for the current three months of fiscal year 1997  increased  $12,970 or
5.3%  compared  with the  comparable  period of the prior year.  The increase in
revenues  for  the  three  month  period  is  attributable  to  an  increase  in
maintenance  revenues of $43,907 or 27.4%.  This is  attributable to maintenance
agreements with a major customer of Multi Soft which has been paying for monthly
maintenance  and support.  This  increase is  partially  offset by a decrease in
license  fees in the  amount of  $55,500 or 64.6%.  This  decease  is  primarily
attributed to royalty  payments made in the first quarter of last year that have
not accrued in the first quarter of this year.

Operating expenses as a percent of revenues for the three month period was 94.7%
compared  with 117%.  The  decrease in the three  month  period is a result of a
decrease  in  Selling  and  Administrative  expenses  of 22,990  or 11.3%.  This
reduction  is  primarily a result of an effort by  managment  to reduce  certain
expenses such as legal fees,  outside  marketing and outside  consulting.  Also,
software development  decreased for the current three month period in the amount
of $19,678 or 23.3%.  The reason for this  reduction  is that Multi Soft reduced
its development staff which in effect decreases the software development costs.

Operating income,  before other (expense) of $13,608 for the current three month
period increased $55,638 compared with the comparable period of the prior year.

Other  (expense)  for the current three month period was ($654) as compared with
($1,024)  for  the  comparable  period  of  the  prior  year.  The  decrease  is
attributable  to a minor tax penalty that  occurred in the previous  three month
period but did not occur in the current three month period.

For the current  three month  period , net income of $12,954 or ($.00) cents per
share was incurred compared with a net loss of $43,054 or ($.00) cents per share
an increase of $56,008.

Major Customers

     In the first three months of 1997, IBM accounted for 29% of total revenues.
In the first six months of 1996, IBM accounted for 17.9%.

Liquidity and Capital Resources

     At April 30, 1997, the Company had a negative  working capital  position of
($368,796); 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



<PAGE>



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

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.



<PAGE>



Effect of Inflation

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

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.



<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: JUNE 27, 1996


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