SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A-1

                                 (Amendment #1)

          [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended July 31, 2000

                                       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 July 31, 2000
-----------------------                             ----------------------------
Common Stock, par value                                       13,709,477
    $.001 per share

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

<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, 2000.

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, 2000.

The results  reflected  for the six and three months ended July 31, 2000 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, 2000 and January 31, 2000
              (Unaudited)


                                                      July 31,      January 31,
                                                        2000           2000
                                                    -----------     -----------
ASSETS
CURRENT ASSETS
     Cash                                           $    16,597     $    13,205
     Accounts Receivable (net of allowance
     of $37,486 and $37,486 respectively)                54,435         139,610
     Prepaid expenses and other current assets           37,289          44,991
                                                    -----------     -----------
                                                        108,321         197,806

FURNITURE AND EQUIPMENT
     Research and Development Equipment                   8,869           8,868
     Office furniture and other equipment                19,946          13,824
                                                    -----------     -----------
                                                         28,815          22,692
     Less: Accumulated Depreciation                     (17,191)        (15,439)
                                                    -----------     -----------
                                                         11,624           7,253

OTHER ASSETS
     Capitalized software development costs           1,419,782       1,371,387
     Less accumulated amortization                     (803,627)       (712,776)
                                                    -----------     -----------
                                                        616,155         658,611

     Due from Multi Solutions, Inc                      404,623         448,039
     Due from Freetrek, Inc.                             21,158
     Due from NetCast, Inc.                             234,592         234,592
                                                    -----------     -----------

                                                    $ 1,396,473     $ 1,546,301
                                                    ===========     ===========

                                        3
<PAGE>

MULTI SOFT, INC.
a 51.3 % owned subsidiary of Multi Solutions, Inc.
BALANCE SHEETS
July 31, 2000 and January 31, 2000
              (Unaudited)

                                                      July 31,      January 31,
                                                        2000           2000
                                                    -----------     -----------
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
     Accrued payroll                                $    14,783     $    14,783
     Payroll and other taxes payable                     18,183          19,048
     Accounts Payable, Accrued expenses and
       other Current Liabilities                         18,695          50,215
     Accrued officer compensation                       152,216         161,390
     Deferred Revenues                                   80,373         127,532
                                                    -----------     -----------
                                                        284,250         372,968

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

STOCKHOLDERS' DEFICIENCY
     Common stock, authorized 30,000,000 shares
     $.001 par value, issued and outstanding
     13,709,477respectively                              13,709          13,709
     Additional paid-in capital, net of deferred
     compensation $10,906 and $25,257 respectively    6,028,315       6,013,964
     Accumulated deficit                             (5,516,406)     (5,440,945)
                                                    -----------     -----------
                                                        525,618         586,728

                                                    $ 1,396,473     $ 1,546,301
                                                    ===========     ============

                                        4
<PAGE>

<TABLE>
<CAPTION>
MULTI SOFT, INC
a 51.3% owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF OPERATIONS
Six and Three months ended July 31,2000 and 1999
              (Unaudited)

                                                         Six Months Ended         Three Months Ended
                                                             July 31,                  July 31,
                                                        2000         1999         2000         1999
                                                     ----------   ----------   ----------   ----------
REVENUES
<S>                                                  <C>          <C>          <C>          <C>
     License fees                                    $   14,482   $   76,099   $    1,997   $   16,375
     Maintenance fees                                   117,554      231,609       51,734      118,072
     Consulting and Other fees                          257,269      110,896      111,070       95,378
                                                     ----------   ----------   ----------   ----------

          Total revenues                                389,305      418,604      164,801      229,825

EXPENSES

     Software development and technical support         214,857      114,385      126,229       57,193
     Selling and administrative                         251,459      299,067       98,408      136,512
                                                     ----------   ----------   ----------   ----------

          Total expenses                                466,316      413,452      224,637      193,705
                                                     ----------   ----------   ----------   ----------

          Net (loss)                                 ($  77,011)  $    5,152   ($  59,836)  $   36,120
                                                     ==========   ==========   ==========   ==========

          Weighted average shares outstanding        13,709,477   13,509,473   13,709,477   13,509,473
                                                     ==========   ==========   ==========   ==========

          Income (Loss) per share                        (a)          (a)          (a)          (a)
                                                     ==========   ==========   ==========   ==========

          (a) less than $.01 per share
</TABLE>

                                        5
<PAGE>

<TABLE>
<CAPTION>
MULTI -SOFT, INC.
a 51.3 % owned subsidiary of Multi Solutions, Inc.
STATEMENTS OF CASH FLOWS
Six Months ended July 31, 2000 and July 31, 1999
              (Unaudited)
                                                                       July 31,
                                                                  2000          1999
                                                               ----------    ----------
Cash flows from operating activities
<S>                                                            <C>           <C>
     Net (loss)                                                $  (77,011)   $    5,152
     Adjustments to reconcile net income  to net cash
       provided by operating activities
     Depreciation and amortization                                 92,603       115,127
     Changes in assets and liabilities
          Due to / from Multi Solutions                            43,416         4,745
          Due to / from Freetrek                                  (21,158)         --
          Accounts receivable                                      85,175       (76,179)
          Prepaid expenses and other current assets                 7,702         3,710
          Accrued payroll                                            --          23,284
          Payroll and other taxes payable                            (865)         (695)
          Accounts payable and accrued expenses                   (29,969)      (30,604)
          Accrued officer compensation                             (9,174)       38,333
          Deferred revenues                                       (47,159)        8,187
                                                               ----------    ----------

              Net cash provided  by operating activities           43,560        91,060

Cash flows from investing activities
     Capital expenditures                                          (6,123)
     Capitalized software development costs                       (48,395)     (121,856)
                                                               ----------    ----------

          Net cash used in investing activities                   (54,518)     (121,856)

Cash flows from financing activities
     Net repayments under loan and line of credit ageements          --            (796)
     Amortization of Stock Grants                                  14,350        13,458
                                                               ----------    ----------

          Net cash provided  by financing activities               14,350        12,662
                                                               ----------    ----------

          NET INCREASE (DECREASE) IN CASH                           3,392       (18,134)

Cash at beginning of year                                          13,205        18,134
                                                               ----------    ----------

Cash at end of period                                          $   16,597    $     --
                                                               ==========    ==========
</TABLE>

                                        6
<PAGE>

MULTI SOFT, INC.
NOTE TO FINANCIAL STATEMENTS
July 31, 2000
(Unaudited)

RECLASSIFICATION OF OTHER INCOME TO REVENUE FROM CONSULTING AND OTHER FEES

Consulting,  rent and  administrative  fees charged to  FreeTrek.Com,  Inc.,  an
affiliate, were reflected on prior financial statements as "Other Income" in the
category "Other Income (Expense)" on the Statement of Operations. During the six
and  three  months  ended  July 31,  2000,  these  fees have  been  included  in
"Consulting  and Other Fees" in the  "Revenues"  category on the  Statements  of
Operations. For purposes of comparison, the Statements of Operations for the six
and three months ended July 31, 1999 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 our 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    continue  to  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, 2000  compared to Six months  ended July 31, 1999 and
--------------------------------------------------------------------------------
Three months ended July 31, 2000 compared to Three months ended July 31, 1999
-----------------------------------------------------------------------------

We generated  revenues  during the six months ended July 31, 2000, the first six
months of our fiscal  year  ending  January 31,  2001,  of $389,305  compared to
revenues of $418,604 during the first six months of fiscal 2000. We believe that
the decrease of $29,299,  or approximately 7.0%, was due primarily to a decrease
in our license and  maintenance  fees offset in part by increases in  consulting
fees,  primarily to our affiliate  Freetrek.Com.  License fee revenue  decreased
$61,617,  or approximately  81.0%, and maintenance fees decreased  $114,055,  or
approximately  49.2%.  Consulting  and other fees,  primarily  to our  affiliate
Freetrek. Com increased $146,373, or approximately 132%.

We generated  revenues  during the three months ended July 31, 2000, of $164,801
compared to revenues of $229,825  during the second  quarter of fiscal 2000.  We
believe  that the overall  decrease in  revenues  of $65,024,  or  approximately
28.3%,  was due primarily to a decrease in revenues from license and maintenance
fees,  offset in part by an increase in consulting and other fees,  primarily to
our  affiliate   Freetrek.Com.   License  fee  revenues  decreased  $14,378,  or
approximately 87.8%, maintenance fees decreased $66,338, or approximately 56.2%,
consulting and other fees increased $15,692 or approximately 16.5%.

                                       8
<PAGE>

Please  note  that  we  have  included   income  derived  from   consulting  and
administrative  charges to our affiliate  Freetrek.Com in the amount of $247,757
and  $108,257  in  revenues  for the six and three  months  ended July 31,  2000
respectively.  Previously this income was reported as Other Income in the Income
Statement.  We have restated our  Statement of Operations  for the six and three
months  ended  July  31,  1999 to  reflect  this  change.  As a  result  of this
restatement,  income  derived  from  consulting  and  administrative  charges to
Freetrek.  Com in the amount of $60,592 is included in revenues  for the six and
three months ended July 31, 1999.

Our principal  sources of revenues were  maintenance  fees and  consulting  fees
which represented approximately 96.3% or $374,823 of revenues for the six months
ended July 31, 2000 and approximately  81.8% or $342,505 of revenues for the six
months ended July 31, 1999.  Maintenance  fees and consulting  fees  represented
approximately  98.8% or $162,804 of revenues for the three months ended July 31,
2000 and  approximately  92.9% or $213,450  for the three  months ended July 31,
1999.

We believe that the decrease in licensing  fees was due primarily to a reduction
in software sales.  We believe that the decrease in maintenance  fees was due to
the non-renewal of older maintenance contracts by customers. We believe that the
increase  in  consulting  and other fees was due to charges for  consulting  and
administrative fees to our affiliate Freetrek.Com.

See the discussion below under "Major Customers."

Our  operating  expenses  were  $466,316  for the six months ended July 31, 2000
compared to $413,452 for the  comparable  six month  period of fiscal  2000,  an
increase of $52,864 or approximately 12.8%. Our operating expenses for the three
months ended July 31, 2000 were $224,637 compared to $193,705 for the comparable
three months ended July 31, 1999, an increase of $30,932 or approximately 16.0%.
We  believe  that the  increase  was a  result  of  higher  levels  of  software
development  costs offset in part by a reduction  in selling and  administrative
costs charged to operations for the six month and three month period ending July
31, 2000 compared to the period ending July 31, 1999.

As a result of all of the  foregoing,  we  incurred a net loss for the first six
months of fiscal 2001 of $77,011  compared to net income of $5,152 for the first
six months of fiscal  2000,  an decrease  of $82,163.  We incurred a net loss of
$59,836 for three months  ended July 31, 2000  compared to net income of $36,120
for the three months ended July 31, 1999, a decrease of $95,956.

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

In the first six months of fiscal 2000, IBM accounted for 17% of total revenues.
In the first six months of fiscal  2001,  IBM did not account for any  revenues.
IBM extended its contract with us through  December 31, 1999;  however,  IBM has
not renewed the  contract.  The loss of revenues from IBM will have a materially
adverse effect on our financial  condition.  We have offset the loss of revenues
from IBM with revenues generated 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

                                       9
<PAGE>

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.

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

At July 31,  2000,  we had a negative  working  capital  position of  ($175,929)
compared to a negative  working  capital  position of  ($175,162) on January 31,
2000. 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, 2000               January 31, 2000
        -----------------------------------------------------------------------
        Working capital
        (deficiency)                 ($175,929)                   ($175,162)
        Current ratios                 0.38:1                       0.53:1

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
        -----------------------------------------

          Our common stock purchase warrants expired on June 1, 2000.

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

             27.  Financial Data Schedule

        (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.


Dated: September 11, 2000     By:  /s/ Charles J. Lombardo
                                   -------------------------------
                                   Charles J. Lombardo, Chief Executive Officer,
                                   Chief Financial Officer and Treasurer

                                       12