10KSB

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

x ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2007

OR

o TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-12162

MULTI SOLUTIONS, INC.

(Name of Small business issuer in its charter)

New Jersey	22-2418056
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

65 East 55th Street, 2nd Floor, New York, NY	10022
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number(212) 451-2254                             

Securities registered pursuant to Section 12(b) of the Act:       None     

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 o No x

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). x

The Issuer's consolidated revenues for the fiscal year ended January 31, 2007 was: $NIL

The aggregate market value of the voting stock held by non-affiliates (1) of the registrant based on the average of the closing ask ($0.0) and ($0.0) bid price of such stock, as of October 17, 2006 is $NIL based upon $0.0 multiplied by the 14,701,454 Shares of Registrant's Common Stock held by non-affiliates.

The number of shares outstanding of each of the registrant's classes of common stock, as of January 31, 2007, is 21,096,969 shares, all of one class of $.001 par value Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (check one):Yes oNox

FORWARD LOOKING STATEMENTS

This Annual Report and any documents incorporated herein by reference, if any, contain forward-looking statements. These forward-looking statements refer to our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

There may be other risks and circumstances that management may be unable to predict. When used in this Report, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. 

PART I

Item 1. Description of Business

The Company had nominal operations from 2002 to 2005, and completely discontinued operations in 2005. The Company may now be deemed to be a blank check company under Section 419 of the Securities Act of 1933, as amended. The only prospects for the Company and its subsidiaries is an acquisition in a reverse merger transaction.

General

During our fiscal year ended January 31, 2007, we:

·   supported our subsidiary, Multi Soft, Inc; and

·   raised funds through the issuance of convertible debentures.

The operations of Multi Soft, FreeTrek and NetCast are discussed below.

MULTI SOFT, INC.

We incorporated Multi Soft in January 1985 as a wholly owned subsidiary. As of the date of this report, we own approximately 51.3% of Multi Soft. However, Multi Soft has debentures outstanding which are convertible into 31,988,980 shares of common stock. If the conversion privileges were to be exercised, our percentage of ownership would decline to approximately 15% and we would no longer control Multi Soft.

Multi Soft produced, marketed and maintained the following products:

·   COMRAD, which stands for Component Object Model Rapid Application Development, for 32 bit Windows 95, 98, 2000 and NT;

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·   The Windows Communications Library ^TM, commonly referred to as WCL, for Windows 3x, 95, 98 and NT; and

·   INFRONT for DOS.

Multi Soft’s product line consisted of tools for the development of client-server, front-ending, and Internet based applications using a mainframe or an Internet server.

Since the business operations ceased in 2005, no further discussion of the Company’s products are contained in this document.

Key Services Provided by Multi Soft

Multi Soft offered training and consulting services designed to help its new customers get a fast start in client/server development and to help existing customers with additional resources to facilitate successful production application roll-outs. Multi Soft also offered contract technical consulting services.

Distributors and Value Added Resellers (VARs)

Multi Softused international distributors and VARs on a non-exclusive basis to supplement its domestic sales and marketing efforts.

FREETREK. INC.

We formed FreeTrek.Com, Inc. under the laws of the state of New Jersey in April 1999. At present, we own approximately 45.8% of FreeTrek’s issued and outstanding shares of common stock. At January 31, 2002, we owned approximately 53.1% which declined to approximately 45.8% by October 2006. On January 26, 2007, we sold the entire 45.8% interest to Netfree, Inc., a company owned by Robert Frome who is a holder of convertible debentures of the Company. Accordingly, Freetrek is no longer consolidated on the financial statements of the Company. No gain or loss was recognized from the deconsolidation of this subsidiary. The balance is held by private investors who provided services and cash to fund the initial software development and other start-up activities.

FreeTrek was a business to business to consumer affinity group service company, commonly referred to as a B2B2C affinity group service company, that was marketing its products and services to businesses, referred to as sponsors, that want to create an Internet community of their current and future customers. We refer to this as a virtual private community or VPC. We discontinued operations of FreeTrek in 2003.

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NETCAST, INC.

Our 75% subsidiary, NetCast, Inc., was created in 1996 to develop new Internet technologies to create a series of products and businesses that would extend the power of advertising on the Internet. Multi Soft provided services and office space to NetCast at cost for which it has billed approximately $240,000 through January 31, 2000, of which $78,000 was incurred during the fiscal year ended January 31, 1999. Multi Soft charged NetCast for this time. We have guaranteed NetCast’s debt to Multi Soft. In January 2000, we decided to discontinue any further operations of NetCast. As a result, a loss of ($87,462) was reflected in our consolidated financial statements for the fiscal year ended January 31, 2000 as a loss from discontinued operations. During the year ended January 31, 2002, Multi Soft recorded a valuation allowance of $200,000 against this debt. On January 26, 2007, we sold the entire 75% interest to Netfree, Inc., a company owned by Robert Frome who is a holder of convertible debentures of the Company. Accordingly, NetCast is no longer consolidated on the financial statements of the Company. We recognized a gain of $113,000 from the deconsolidation of this subsidiary which was related to the litigation judgment payable in the same amount.

Employees

We are essentially a holding company, and currently have no employees. Our executive officers, Jerome Goubeaux and Ken Roberts, devote such time as is necessary to our business.

Multi Soft had one part time employee during the year ended January 31, 2006.

During the year ended January 31, 2003, FreeTrek had two employees, our former executive officers: Charles J. Lombardo and Miriam Jarney.

Competition

Multi Soft operated in a business composed of strong competitors, many of which have substantially greater resources, are better established, and have a longer history of operations than Multi Soft. In addition, many competitors have more extensive facilities than those which were available to Multi Soft. These, among other factors, contributed to the Company’s discontinuance of operations.

FreeTrek competed with other firms and entities that provide marketing and advertising to companies, institutions and associations that want to retain and/or increase their client or membership base. Most of its competitors have substantially greater resources, are better established, and have a longer history of operations than FreeTrek. These, among other factors, contributed to the FreeTrek’s discontinuance of operations.

RISK FACTORS

Our business is subject to numerous risk factors, including the following:

Since we discontinued operations in 2005, we have no operating history for evaluating our future business prospects.

Since we discontinued operations in 2005, we have no operating history nor any revenues or earnings from operations. We have little or no tangible assets or financial resources, and will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This will probably result in our incurring net operating losses that will increase continuously until we can consummate a business combination with a profitable business opportunity.

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There is no assurance that our proposed operations will be successful.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While we intend to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control. There is no assurance that we will identify such a business opportunity and consummate such a business combination. Finally, our officers and directors have little direct experience with blank check companies or related transactions.

State blue sky registration laws restrict the resale of our stock.

Transferability of our common stock is very limited because a significant number of states have enacted regulations pursuant to their securities laws, or so-called "blue sky" laws, restricting or prohibiting the initial sale and subsequent resale of securities of "blank check" companies like ours within that state. In addition, many states, while not specifically prohibiting or restricting "blank check" companies, would not register our securities for sale or resale within their states. Because of these regulations, we currently have no plan to register any of our securities with any state. To ensure that any state laws are not violated through the resale of our securities, we will refuse to register the transfer of any of its securities to residents of any state that prohibit such resale, or if no exemption is available for such resale. It is not anticipated that a secondary trading market for our securities will develop in any state until subsequent to consummation of a business combination, if at all.

We face competition for business opportunities and combinations, and as a result we may never complete a merger or acquisition.

We are, and will continue to be, an insignificant participant in the business of seeking mergers, joint ventures, and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise, and managerial capabilities than we do, and consequently, we are at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we also compete in seeking merger or acquisition candidates with numerous other small public companies.

Our officers and directors will only devote part time efforts due to their involvement in other business interests, which may further limit our likelihood of success.

While seeking a business combination, our officers and directors anticipate devoting up to twenty hours per month to our business. They will be the only people responsible in conducting our daily operations, including searches, evaluations, and negotiations with potential merger or acquisition candidates. We have not entered into any written employment agreement with any officers or directors and do not expect to do so in the foreseeable future. We have not obtained key man life insurance on any officer or director.

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We may have potential business conflicts of interest with other companies formed by our officers and directors, which may not necessarily be favorable to us.

Our officers and directors participate in other business ventures that may compete directly with ours, including three other blank check companies. Additional conflicts of interest and non-arms length transactions may also arise in the future. We have adopted a policy that we will not enter into a business combination with any entity in which any member of management serves as an officer, director or partner, or in which such person or such person's affiliates or associates hold any ownership interest. The terms of a business combination may include that certain of our officers and directors remain in the new combination. Our officers and directors would directly benefit from such employment. Such benefits may influence our officers and directors choice of a target company. Our Articles of Incorporation provide that we indemnify our officers and directors for liabilities, which can include liabilities arising under the securities laws. Therefore, our assets could be used, or attached, to satisfy any liabilities subject to this indemnification.

Our lack of market research or marketing organization could adversely affect our ability to successfully find and conclude a merger or acquisition.

We have neither conducted, nor have others made available to us, results of market research indicating that market demand exists for the transactions contemplated by us. Moreover, we do not have, and do not plan to establish, a marketing organization. Even in the event demand is identified for a merger or acquisition contemplated by us, there is no assurance we will be successful in completing a business combination.

If we are characterized as an investment company, we face significant legal requirements that have the potential to subject us to substantial liability and increase our costs of doing business.

Although we will be subject to regulation under the Securities Exchange Act of 1934 (the “Exchange Act”), we believe we will not be subject to regulation under the Investment Company Act of 1940, insofar as we are not engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In this event, we would be required to register as an investment company and would incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act of 1940 and, consequently, any violation of the Act would subject us to material adverse consequences.

A consummated merger or acquisition will likely result in a change in control, and our current management will no longer have power to influence us.

A business combination involving the issuance of our common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our management to sell or transfer all or a portion of their common stock, or resign as members of the Board of Directors. The resulting change in our control could result in the removal of our current management and a corresponding reduction in or elimination of their participation in our future affairs.

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Taxation concerns may influence whether a future identified business opportunity proceeds.

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination we undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to the target entity and us; however, there can be no assurance that a business combination will meet the statutory requirements of a tax-free reorganization, or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.

Requirement of audited financial statements may disqualify business opportunities.

Section 13 and 15(d) of the Exchange Act require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the target entity acquired, covering one, two or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may preclude consummation of an otherwise desirable acquisition by us. Acquisition prospects that do not have or are unable to obtain the required audited financial statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

We may be subject to deregistration, and if this were to occur, our attractiveness as an acquisition vehicle would be severely impaired.

On July 27, 2005, the Company received a letter from the Securities and Exchange Commission, notifying the Company that it was subject to deregistration pursuant to Section 12 of the Exchange Act for failure to comply with SEC reporting requirements. The Company responded and provided the SEC with a timetable for filing all delinquent reports and to comply with the Exchange Act by October 31, 2006. The Company believes it will be able to comply with the Exchange Act by October 31, 2006, but there can be no assurance that we will comply, or that our compliance will be sufficient to forestall deregistration. If we are deregistered, our attractiveness as an acquisition vehicle would be severely impaired.

Item 2. Description of Properties

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Presently, we us the address of an investor at 65 East 55th Street, 2nd Floor, New York, NY as a mailing address, but we have no operations there.

Item 3. Legal Proceedings

We are not presently a party to any material litigation. However, Multi Soft and NetCast have been, from time to time, parties to legal actions arising in the normal course of our business. In the opinion of management, the disposition of these actions will not have a material effect on our financial position or results of operations taken as a whole.

As of October 17, 2006, there is one outstanding judgment against the Company:

·   New York State Department of Taxation and Finance for $1,275 filed on May 24, 2004.

As of October 17, 2006, there are four outstanding judgments against Multi Soft, Inc.:

·   New York State Department of Taxation and Finance for $13,889 filed on March 26, 2002.

·   New York State Department of Taxation and Finance for $6,691 filed on April 22, 1994.

·   State of New Jersey for $5,183.78 filed August 24, 1994.

·   A commercial service provider for $15,972 filed on March 14, 2003.

All of the above mentioned judgments are reflected in the balance sheets under various captions in current liabilities.

In May 1997, a lawsuit was commenced against NetCast by former consultants for approximately $113,000. Netcast vigorously defended the lawsuit. During the fiscal year 2000 this lawsuit was found in favor of the plaintiff. Although NetCast is liable for the damages from this lawsuit, it has no assets and has discontinued operations. On January 26, 2007, we sold our entire 75% interest to Netfree, Inc., a company owned by Robert Frome who is a holder of convertible debentures of the Company. Accordingly, NetCast is no longer consolidated on the financial statements of the Company. We recognized a gain of $113,000 from the deconsolidation of this subsidiary which was related to the litigation judgment payable in the same amount.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders during the last quarter of our fiscal year ended January 31, 2007.

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PART II

Item 5.Market for Common Equity and Related Stockholder Matters

(a)Market Information -- Our Common Stock is traded in the over-the-counter market, and is quoted on The OTC Bulletin Board (symbol: "MULT").

Fiscal Year Ended January 31, 2007	High		Low
First Quarter	$	0.001		0.000
Second Quarter		0.000		0.000
Third Quarter		0.000		0.000
Fourth Quarter		0.050		0.000
Fiscal Year Ended January 31, 2006
First Quarter		0.000		0.000
Second Quarter		0.000		0.000
Third Quarter		0.000		0.000
Fourth Quarter		0.000		0.000

The current price of the common shares is $NIL.

(b)Holders— There were approximately 767 holders of record of our common stock, as of October 8, 2007, inclusive of those brokerage firms and/or clearing houses holding our securities for their clientele (with each such brokerage house and/or clearing house being considered as one holder).

(c)Dividends — We have not paid or declared any dividends upon our common stock since inception and, by reason of our present financial status and our contemplated financial requirements, we do not contemplate or anticipate paying any dividends upon our common stock in the foreseeable future.

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Issuances of Common Stock

We did not issue any securities during the last quarter of the year ended January 31, 2007, although in April 2005 we issued convertible debentures which are convertible into 49,226,262 shares of common stock.

Item 6.Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement

This quarterly report on form 10-KSB contains certain forward-looking statements regarding, among other things, our anticipated financial and operating results and those of our subsidiaries. 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 subsidiaries' actual results to differ materially from those projected in forward looking statements made by, or on behalf of, us.

Results of Operations

Year ended January 31, 2007 compared to year ended January 31, 2006

We generated revenues during the year ended January 31, 2007, of $NIL compared to revenues of $9,348 during the year ended January 31, 2006. The revenues during all these periods were generated by our subsidiary, Multi Soft. The decrease in revenues of $9,348 or approximately 100% was due primarily to an increase in Multi Soft’s primary sources of revenues - license, and maintenance fees, resulting from the discontinuance of regular business operations.

Our operating expenses were $70,222 for the year ended January 31, 2007 compared to $38,269 for the prior fiscal year, an increase of $13,953 or approximately 36% resulting largely from professional fees.

We had other income of $113,000 in the year ended January 31, 2007 which related to the non-cash gain from deconsolidating the NetCast subsidiary, as compared to other (expense) $(1,400) (all related to interest expense on the convertible debentures described in Note I)during the year ended January 31, 2006.

As a result of all of the foregoing, we had net income of $26,068 for the year ended January 31, 2007 compared to a net loss for the year ended January 31, 2006 of $30,321.

Major Customers

No individual customer accounted for a significant portion of revenues.

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Liquidity and Capital Resources

At January 31, 2006, we had a negative working capital position of ($343,161), compared to negative working capital of ($312,840)at January 31, 2005 and we continue to experience cash flow difficulties.

Working Capital and Current Ratios were:

	January 31, 2007			January 31, 2006
Working capital		($317,093	)		($343,161	)
Current ratios		0.036:1			0.066:1

Cash increased ($11,764) for the year ended January 31, 2007 compared to an increase of $21,740 for the prior year. During the year ended January 31, 2007 we used ($34,264) of cash for operating activities compared to $118,260 of cash used for operating activities in the year ended January 31, 2006.

Dividend Policy

We have not declared or paid any dividends on our common stock since inception and we do not anticipate that we will be declaring or paying 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 our 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.

Future Plan of Operation

As of 2005, we may be considered a blank check company. We have no operations and no or nominal assets. Although we have no assets or operations, we believe we possess a stockholder base which will make us an attractive merger or acquisition candidate to an operating privately-held company seeking to become publicly-held.

We intend to locate and combine with an existing, privately-held company which has profitable operations or, in our management's view, potential for earnings and appreciation of value of its equity securities, irrespective of the industry in which it is engaged. A combination may be structured as a merger, consolidation, exchange of our common stock for stock or assets or any other form which will result in the combined companies becoming an operating publicly-held corporation.

Pending negotiation and consummation of a business combination, we anticipate that we will have, aside from carrying on our search for a combination partner, no business activities, and, thus, will have no source of revenue. Should we incur any significant liabilities prior to a combination with a private company, we may not be able to satisfy such liabilities as they are incurred.

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If our management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is likely that such efforts will exhaust our ability to continue to seek such combination opportunities before any successful combination can be consummated.

In our pursuit for a business combination partner, our management intends to consider only combination candidates which are profitable or, in management's view, have growth potential. Our management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate which does not furnish us with audited financial statements for its historical operations or can furnish audited financial statements in a timely manner. HFG may engage attorneys and/or accountants to investigate a combination candidate and to consummate a business combination. We may require payment of fees by such merger candidate to fund all or a portion of such expenses. To the extent we are unable to obtain the advice or reports from experts, the risks of any combined business combination being unsuccessful will be enhanced.

We are not registered, and we do not propose to register, as an investment company under the Investment Company Act of 1940. We intend to conduct our business activities so as to avoid application of the registration and other provisions of the Investment Company Act of 1940 and the related regulations thereunder.

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Item 7.Financial Statements

The following financial statements are attached to the end of this report and have been prepared in accordance with the requirements of Item 310(a) of Regulation S-B.

MULTI SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FISCAL YEAR ENDED JANUARY 31, 2006

INDEX

	Page #
Report of Independent Certified Public Accountant	F1
Consolidated Balance Sheets - January 31, 2007 and 2006	F2-F3
Consolidated Statements of Operations for Each of the Two Years in the Period Ended January 31, 2007	F4
Consolidated Statements of Changes in Stockholders' Deficiency for Each of the Two Years in the Period Ended January 31, 2007	F5
Consolidated Statements of Cash Flows for Each of the Two Years in the Period Ended January 31, 2007	F6
Notes to Financial Statements	F7-F15

Schedules

All schedules have been omitted because they are inapplicable or not required, or the information is included elsewhere in the financial statements or notes thereto.

Item 8.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

There have been no disagreements with our independent accountants with respect to accounting and/or financial disclosure, during the past two fiscal years. We changed our independent accounting firm effective with the fiscal year ended January 31, 2003. Our auditing firm is Moore and Associates, Chartered.

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Item 8a:CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures:

1.Management is responsible for establishing and maintaining adequate disclosure controls and procedures.

2.MULTI SOLUTIONS, INC. was unable to carry out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that fact, the Chief Executive and Principal Accounting Officer could not conclude that the Company's disclosure controls and procedures were effective both as of the period of this report and the date of this filing, in timely alerting him to material information required to be included in the Company's periodic SEC filings relating to the Company. However, we were able to determine the following:

3.Our controls relating to disclosure and related assertions in the financial statements, particularly in the area of non-routine and non-systematic transactions were not adequate because recordkeeping was not kept up to date since January 31, 2002. However, through the use of an outside accounting consultant, we were able to correct errors and make the proper disclosures.

We do not have any internal accounting staff and we have engaged the services of a third party financial accounting consultant to prepare our accounting records and financial statements.

(b) Changes in Internal Controls Over Financial Reporting:

None

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PART III

Item 9.Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Name	Position
Jerome Goubeaux	Chief Executive Officer
Ken Roberts	Secretary

Our directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Our officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and have qualified.

A summary of the business experience for each of our officers and directors is as follows:

JEROME GOUBAUX, age 38, has served as president and director of the Registrant since April 2005. Since 1999, Mr. Goubeaux has been president of Bankstreet, Inc., a video advertising company. Prior to that, he worked in institutional sales for several large financial firms. In 1991, Mr. Goubeaux graduated from Swarthmore College in Pennsylvania with a B.A.

KEN ROBERTS, age 69, has served as secretary and director of the Registrant since April 2005. Since 2001, Mr. Roberts has been president of Cero, Inc., a distributor of high-technology software products. From 1996 to 2001, he was executive vice president of BMS, Inc., a marketer of computer software for telephone back-office operations. Mr. Roberts graduated from West Virginia Wesleyan College in 1960. He received an M.A. in economics from West Virginia Wesleyan College in 1962.

Section 16(a) Beneficial Ownership Reporting Compliance

To our knowledge, based solely on a review of such materials as are required by the Securities and Exchange Commission, none of our officers, directors or beneficial holders of more than ten percent of our issued and outstanding shares of Common Stock has failed to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year ended January 31, 2007.

Item 10.Executive Compensation

The following table shows all the cash compensation paid or to be paid by us and Multi Soft, as well as certain other compensation paid or accrued, during the fiscal years indicated, to our Chief Executive Officer and Secretary (collectively, "Principal Officers") for such period in all capacities in which they served. No Executive Officer received total annual salary and bonus in excess of $100,000.

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SUMMARY COMPENSATION TABLE

Annual Compensation									Long Term Compensation
									Awards				Payouts
Name & Principle Position	Fiscal Year		Salary ($)		Bonus ($)		Other Annual Compensation ($)		Restricted Stock Award ($)		Options SARs		LTIP Payouts ($)		All Other Compensa-tion ($)
Jerome Goubeaux, CEO		2007 2006	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0
Ken Roberts, Secretary		2007 2006	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0

(A)   Consulting fees

The following table sets forth information with respect to the Principal Officers concerning the grants of options and Stock Appreciation Rights ("SAR") during the past fiscal year:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants

Name	Options/SARs Granted		Percent of Total Options/SARs Granted to Employees in Fiscal Year		Exercise or Base Price ($/Sh)		Expiration Date
Jerome Goubeaux		-0-		-		-		-
Ken Roberts		-0-		-		-		-

The following table sets forth information with respect to the Principal Officers concerning exercise of options during the last fiscal year and unexercised options and SARs held as of the end of the fiscal year:

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values

Name	Shares Acquired on Exercise (#)		Value Realized ($)		Number of Securities Underlying Unexercised Options/SARs at FY-End (#)		Value of Unexercised In-The-Money Options/SARs at FY-End ($)
Jerome Goubeaux		-0-		-0-		-0-		-0-
Ken Roberts		-0-		-0-		-0-		-0-

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Directors' Compensation

Our Directors are not compensated for acting in their capacity as Directors. Directors are reimbursed for their accountable expenses incurred in attending meetings and conducting their duties.

Employment Agreements

There are no employment agreements in force.

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Item 11.Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Management -- The number and percentage of shares of our common stock owned of record and beneficially by each owner of 5% or more of our common stock, each of our officers and directors and by all of our officers and directors as a group are set forth on the chart below.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class (1)
Charles J. Lombardo Former Chairman of the Board, Chief Executive Officer, Chief Financial Officer, & Treasurer 1511 Laurie Lane, Yardley, PA 19067		4,389,272 (2	)		20.8	%
Miriam G. Jarney Former Executive Vice President, Secretary, Director 21 Doering Way, Cranford, NJ 07106		1,989,100 (3	)		9.4	%
Robert L. Frome c/o Olshan Grundman Frome et al. 65 East 55th Street New York, NY 10022		24,613,131			(5	)
Bridge Ventures, Inc. 1241 Gulf of Mexico Dr. Sarasota, FL 34228		24,613,131			(5	)
Michael Potter c/o Olshan Grundman Frome et al. 65 East 55th Street New York, NY 10022		24,613,131			(5	)
Jerome Goubeaux 41 John Street New York, NY 10038		2,461,313			(6	)
Ken Roberts 7115 Boulevard East North Bergen, NJ 07047		527,424			(6	)
All Executive Officers and Directors as a group (5 persons)(7)		6,395,515 (4	)		30.3	%

** Less than one percent.

(1) Based upon 21,096,969 shares of common stock outstanding on October 17, 2006.

(2) Includes shares held by Mr. Lombardo's wife and shares owned jointly with his wife.

(3) Includes 19,100 shares owned by Ms. Jarney's husband.

(4) Excludes shares owned beneficially by a family trust of which Mr. Spatz' wife is one of the beneficiaries. Mr. Spatz has confirmed to us that neither he nor his wife has any voting or dispositive power with regard to the shares owned by the trust.

(5) Represents shares of common stock issuable upon conversion of the Company’s 6% Convertible Non-Negotiable Debentures (“Debentures”). Although insufficient amounts of common stock are authorized to allow full conversion of the Debentures, the Company will effectuate an increase in the authorized shares to permit such conversion. At that time, each of Robert L. Frome, Bridge Ventures, Inc., and Michael Potter will own approximately 26% of the outstanding common stock.

18

(6) In June 2005, the Company accepted subscriptions from Jerome Goubeaux and Ken Roberts for the respective amounts of common stock shown. These shares have not been issued.

(7) Does not include Jerome Goubeaux and Ken Roberts (See footnote 6 above).

Item 12.Certain Relationships and Related Transactions

Although there is no written agreement between us and Multi Soft granting us preemptive rights with regard to our majority ownership of Multi Soft common stock, in practice, we have acquired sufficient shares of Multi Soft’s common stock to assure our majority ownership in Multi Soft. However, in a transaction which occurred in April 2005 convertible debentures were issued by Multi Soft which, if converted, would rest control with the debenture holder and we do not expect to be able to acquire sufficient shares to retain our majority ownership.

Item 13.Exhibits and Reports on Form 8-K

Exhibits

3.aCertificate of Incorporation (1)

3.bBy-Laws (1)

4.aSpecimen Common Stock (1)

10.aOur Employment Agreement with Charles J. Lombardo (5)

10.bMulti Soft Employment Agreement with Charles J. Lombardo (5)

10.cMulti Soft Employment Agreement with Miriam G. Jarney(5)

10.dCopy of Non-Qualified Stock Option Plan, Stock Grant Program and Employee Incentive Stock Option Plan (3)

10.g Amendments to Non-Qualified Stock Option and Stock Grant Program (4)

21.List of Subsidiaries (6)

1.   Previously filed as an Exhibit to our Form S-18 Registration Statement, File No. 2-85710-NY filed with the Commission on July 14, 1983, and incorporated herein by reference.

2.   Previously filed as an Exhibit to our Form 10-K for the fiscal year ended January 31, 1993 as filed with the Commission on or about Nov. 18, 1993, and incorporated herein by reference.

3.   Previously filed as part of our proxy materials for the Annual Meeting of Stockholders held on July 9, 1985, as filed with the Commission on or about May 24, 1985, and incorporated herein by reference.

4.   Previously filed as an Exhibit to our Registration Statement on Form S-1, SEC File No. 33-3133, filed with the Commission on February 4, 1986, and incorporated herein by reference.

19

5.   Previously filed as an Exhibit to Multi Soft's Form 10-K for the fiscal year ended January 31, 1990 as filed with the Commission on or about April 29, 1990 under SEC File No. 33-3133-NY, and incorporated herein by reference.

6.   Previously filed as an Exhibit to our Form 10-KSB for the fiscal year ended January 31, 2000 as filed with the Commission on or about May 15, 2000, under SEC File No. 0-12162, and incorporated herein by reference.

Reports of Form 8-K

No reports on Form 8-K were filed during the last quarter of the fiscal year ended January 31, 2007.

Item 14:

Audit fees

Aggregate fees bills by the Company’s principal accountant were $15,000 during the fiscal year ended January 31, 2007 and $NIL during the fiscal year ended January 31, 2006.

Audit-Related Fees

There were no audit related fees in either period.

Audit Committee Policies and Procedures for Pre-Approval of Services

The board in lieu of a formal audit committee is in the process of formulating procedures for pre-approval of all audit, review and attest services and non-audit services.

20

SUPPLEMENTAL INFORMATION

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

Not Applicable.

21

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORSPCAOB REGISTERED

2675 S. Jones Blvd. Suite 109

Las Vegas, NV 89156

(702) 253-7499 Fax (702) 253-7501

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Multi Solutions, Inc.

We have audited the accompanying balance sheets of Multi Solutions, Inc. and Subsidiaries as of January 31, 2007 and 2006 and the related statements of operations, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Multi Solutions, Inc. and Subsidiaries as of January 31, 2007 and 2006 and the results of its operations and its cash flows for the years then ended, in conformity in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company and its subsidiaries will continue as a going concern. As discussed in Note A to the financial statements, the Company and its subsidiaries suffered losses from operations and have working capital deficiencies, raising substantial doubt about their ability to continue as going concerns. Management’s plans in regard to these matters are also described in Note A. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts and classifications of liabilities that might result should the Company be unable to continue as a going concern.

/s/ Moore & Associates, Chartered

Moore & Associates, Chartered

Las Vegas, Nevada

October 3, 2007

F-1

MULTI SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

January 31, 2007 and 2006

	January 31,			January 31,
	2007			2006
ASSETS
CURRENT ASSETS
Cash	$	11,888		$	23,652
Prepaid expenses and other current assets		-			512
		11,888			24,164
OTHER ASSETS
Capitalized software development costs		1,702,582			1,702,582
Less accumulated amortization		(1,492,582	)		(1,492,582	)
Less valuation allowance		(210,000	)		(210,000	)
		-			-
	$	11,888		$	24,164

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-2

MULTI SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

January 31, 2007 and 2006

	January 31,			January 31,
	2007			2006
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
Litigation judgment payable - NetCast subsidiary	$	-		$	113,000
Payroll and other taxes payable		32,988			28,888
Accounts Payable, Accrued expenses and
other Current Liabilities		116,453			82,557
Loans payable to holders of convertible debentures		22,500
Convertible debentures - including accrued interest of
$17,040 (2007) and $2,880 (2006)		157,040			142,880
		328,981			367,325
Minority interest in subsidiaries		1,604,949			1,604,949
STOCKHOLDERS' DEFICIENCY
Common stock, authorized 40,000,000 shares
$.001 par value, issued and outstanding
21,096,969 and 21,096,969 respectively		21,098			21,098
Additional paid-in capital		9,232,227			9,232,227
Accumulated deficit		(11,175,367	)		(11,201,435	)
		(1,922,042	)		(1,948,110	)
	$	11,888		$	24,164

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-3

MULTI SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS 

	Year Ended
	January 31,
	2007			2006
REVENUES
License fees	$	-		$	1,975
Maintenance fees		-			7,373
Total revenues		-			9,348
EXPENSES
General and administrative		70,222			38,269
Total expenses		70,222			38,269
(Loss) from operations		(70,222	)		(28,921	)
OTHER INCOME (EXPENSE)
Gain from deconsolidation of Netcast subsidiary related to
litigation judgment payable - NetCast subsidiary		113,000
Interest expense		(16,710	)		(1,400	)
Total other income		96,290			(1,400	)
Net income (loss)	$	26,068		$	(30,321	)
Weighted average shares outstanding		21,096,969			21,096,969
Income (Loss) per share	$	0.00		$	(0.00	)
Some per share amounts may be less than $.01 and will appear as $(0.00) or $0.00

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-4

MULTI SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

Years ended January 31, 2006 and 2005

	Common Stock				Additional paid-in		Accumulated			Total Stockholders'
	Shares		Amount		capital		deficit			Deficiency
Balance at January 31, 2005		21,096,969	$	21,098	$	9,232,227	$	(11,171,114	)	$	(1,917,789	)
Net loss								(30,321	)		(30,321	)
Balance at January 31, 2006		21,096,969	$	21,098	$	9,232,227	$	(11,201,435	)	$	(1,948,110	)
Net income								26,068			26,068
Balance at January 31, 2007		21,096,969	$	21,098	$	9,232,227	$	(11,175,367	)	$	(1,922,042	)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-5

MULTI SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	January 31,
	2007			2006
Cash flows from operating activities
Net (loss)	$	26,068		$	(30,321	)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization		-			-
Gain from deconsolidation of Netcast subsidiary		(113,000	)		-
Changes in assets and liabilities
Accounts receivable		-			1,025
Accrued payroll		-			(1,105	)
Accounts payable and accrued expenses		38,508			(48,666	)
Due to officer		-			(37,075	)
Interest accrued on convertible debentures		14,160			2,880
Deferred revenues		-			(4,998	)
Net cash (used) by operating activities		(34,264	)		(118,260	)
Cash flows from investing activities
		-
Net cash used in investing activities		-			-
Cash flows from financing activities
Additional loans from holders of convertible debentures		22,500			-
Increse in convertible debentures		-			140,000
Net cash provided (used) by financing activities		22,500			140,000
NET INCREASE (DECREASE) IN CASH		(11,764	)		21,740
Cash at beginning of year		23,652			1,912
Cash at end of period	$	11,888		$	23,652

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-6

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

NOTE A - FINANCIAL STATEMENTS - BASIS OF REPORTING

The Company's consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company ceased operations in March 2005, disposed of or abandoned assets but continues to owe significant liabilities. There were significant losses from operations which occurred in this period and continued until operations ceased. The Company used cash flows for operations of ($34,264)for the year ended January 31, 2007 and has no meaningful cash reserves. Stockholders’ deficiency as of July 31, 2007 was ($1,922,042) as compared to approximately $877,000 as of January 31, 2002, which is mostly the result of losses from the period of February 1, 2002 through January 31, 2007 of approximately $1,027,000.

Current liabilities still exceed cash and receivables by ($317,093) as of January 31, 2007 indicating that the Company will not be able to meet its financial obligations for the foreseeable future. These factors indicate that the Company will not continue as a going concern unless it is acquired in a reverse merger transaction.

Current management is seeking acquisition of the Company through a reverse merger transaction The Company believes that these measures may provide sufficient liquidity for it to continue as a going concern.

We operated primarily through our subsidiaries:

Name of Subsidiary	Our Approximate Percentage Ownership
Multi Soft, Inc.	51.3%
FreeTrek, Inc.	45.8% (up to the date of sale of January 26, 2007)
NetCast, Inc.	75% (up to the date of sale of January 26, 2007)

Our financial statements were consolidated with our subsidiaries up to January 31, 2006. Incident to the divestiture of FreeTrek and NetCast, we deconsolidated the subsidiaries for the year ended January 31, 2007 and recognized a gain of $113,000 connected to NetCast’s litigation judgment payable. In January 2000, the operations of NetCast were discontinued. In January 2003, the operations of FreeTrek were discontinued. In March 2005, the operations of Multi Soft were discontinued and the Company ceased all operations except for obtaining additional financing and continuing efforts to find an acquirer.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Principles of Consolidation

The accompanying consolidated financial statements for the year ended January 31, 2007, include the accounts of the Company and its subsidiary, Multi Soft, Inc. For the year ended January 31, 2006, we included the subsidiaries: Multi Soft, FreeTrek and NetCast. All significant intercompany balances and transactions have been eliminated in consolidation.

F-7

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

2.Furniture and Equipment

Furniture and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years.

3.Capitalization of Computer Software Development Costs

Capitalized software development costs relating to products for which technological feasibility has been established qualify for capitalization under Statement of Financial Accounting Standards No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.”

Research and development costs associated with the creation of computer software prior to reaching technological feasibility are expensed as incurred, except for related computer equipment expenditures such as personal computers and other hardware components, which are capitalized and depreciated over their useful lives if the equipment is deemed to have alternative future use.

Capitalized software development costs are amortized to operations when the product is available for general release to customers. Amortization is calculated using (a) the ratio of current gross revenues for the product to the total of current and anticipated gross revenues for that product or (b) the straight-line method over the remaining useful life of the product, whichever is greater.

Multi Soft amortized, over a sixty-month period, the capitalized software costs for its Windows-based products. Multi Soft’s Windows products are compatible with Windows 98, 2000 and NT. The Company’s software engineers are continually modifying and enhancing the existing software products and developing new versions. Unamortized costs relating to Windows products at January 31, 2007 and 2006 were $NIL (net of valuation allowance of $210,000). During the quarter ended April 31, 2002, the capitalized development costs were written down to the net value expected to be realized through all future periods.

The capitalized development costs for FreeTrek were written off during the quarter ended April 30, 2002 as we later determined that the costs would never be realized.

4.Revenue Recognition

In accordance with Statement of Position 97-2, “Software Revenue Recognition” (SOP 97-2), the Company’s policy is to recognize license and maintenance fees when earned and consulting fee income when services are rendered. License fees are recognized upon shipment of the software while maintenance fees are recorded over the period covered by the related contract. Consulting is performed on a time and material basis.

F-8

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

5.Deferred Compensation

Deferred compensation arising from the issuance of stock grants is amortized over the term of the related grant or employment agreements (one to five years). The amount of compensation attributable to stock grants is determined by the market price of the Company’s stock on the date of the grant.

6.Income (Loss) Per Share

The Company complies with the requirements of the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share” ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock or potential common stock. Net loss per common share - basic and diluted is determined by dividing the net loss by the weighted average number of common stock outstanding.

Net loss per common share - diluted does not include potential common shares derived from stock options and warrants (see Note C) because they are antidilutive.

7.Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8.Income Taxes

The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes,” which significantly changes theaccounting for deferred income taxes. The standard provides for a liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to the periods in which the taxes become payable.

9. Valuation of long-lived assets

The Company reviews long-lived assets held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has recorded provision for the impairment of long-lived assets at January 31, 2006 as follows: capitalized software development costs - $210,000 and; amounts due from affiliates - $200,000.

F-9

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

10. Risks, uncertainties and certain concentrations of credit risk and economic dependency

The Company's future results of operations involve a number of significant risks and uncertainties. Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, dependence on key personnel, dependence on a limited number of customers, ability to design new products and product obsolescence, ability to generate consistent sales, ability to finance research and development, government regulation, technological innovations and acceptance, competition, reliance on certain vendors, credit and other risks.

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable.

The Company maintains cash and cash equivalents in bank deposit and money market accounts in one bank, which, at times, may exceed federally insured limits or not be insured. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

11. Impact of Recent Accounting Pronouncements

In February, 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FAS 115, or FAS 159. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. We are assessing FAS No. 159 and have not yet determined the impact that the adoption of FAS No. 159 will have on our results of operations or financial position, if any.

In September 2006, the FASB issued SFAS No. 158 Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an Amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement requires a company to recognize the funded status of a benefit plan as an asset or a liability in its statement of financial position. In addition, a company is required to measure plan assets and benefit obligations as of the date of its fiscal year-end statement of financial position. The recognition provision of this statement, along with additional disclosure requirements, is effective for fiscal years ending after December 15, 2006, while the measurement date provision is effective for fiscal years ending after December 15, 2008. Management believes that adoption of this statement will not have any impact on the financial position of the Company.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the definition of fair value, establishes a framework for measuring fair value, and expands on required disclosures about fair value measurement. SFAS 157 will be effective for the Company on January 1, 2008 and will be applied prospectively. The Company is currently assessing whether adoption of SFAS 157 will have an impact on our financial statements but does not believe the adoption of SFAS 157 will have a material impact on the Company’s financial position, cash flows, or results of operations.

F-10

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

In June, 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109, Accounting for Income Taxes (FIN48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 as of January 1, 2007 and the adoption did not have a material impact to the Company's consolidated financial statements or effective tax rate and did not result in any unrecognized tax benefits.

Interest costs and penalties related to income taxes are classified as interest expense and general and administrative costs, respectively, in the Company's consolidated financial statements. For the years ended January 31, 2007, the Company recognized any interest expense related to income taxes of $2,800. The Company is currently subject to a three year statue of limitations by major tax jurisdictions. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction.

NOTE C - LITIGATION

From time to time, the Company is party to what it believes are routine litigation and proceedings that may be considered as part of the ordinary course of its business. Except for the proceedings noted below, the Company is not aware of any pending litigation or proceedings that could have a material effect on the Company's results of operations or financial condition.

As of October 17, 2006, there is one outstanding judgment against the Company: 

·   New York State Department of Taxation and Finance for $1,275 filed on May 24, 2004.

As of October 17, 2006, there are four outstanding judgments against Multi Soft, Inc.:

·   New York State Department of Taxation and Finance for $13,889 filed on March 26, 2002.

·   New York State Department of Taxation and Finance for $6,691 filed on April 22, 1994.

·   State of New Jersey for $5,183.78 filed August 24, 1994.

·   A commercial service provider for $15,972 filed on March 14, 2003.

All of the above mentioned judgments are reflected in the balance sheets under various captions in current liabilities.

In May 1997, a lawsuit was commenced against NetCast by former consultants for approximately $113,000. The Company vigorously defended the lawsuit. During the fiscal year ended January 31, 2000 this lawsuit was found in favor of the plaintiff. Although NetCast is liable for the damages from this lawsuit, it has no assets and has discontinued operations. Consequently, no future income will be earned and NetCast will never have any assets. The Company is not liable for the debts of NetCast. The liability for this award has been included in the consolidated financial statements as of January 31, 2006 under the caption “Litigation judgment payable - NetCast subsidiary” This liability no longer appears on the Company’s balance sheet as of January 31, 2007 as a result of the deconsolidation of NetCast incident to the sale of the Company’s investment in it on January 26, 2007.

F-11

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

NOTE D - STOCKHOLDERS’ DEFICIENCY

Stock and Option Compensation Plan

In June 1993, the Company adopted an Employee, Consultant and Advisory Stock and Option Compensation Plan (the “Plan”). Pursuant to the terms of the Plan, an aggregate of up to 2,500,000 shares of common stock, $0.001 par value per share (the common stock), and/or options to purchase common stock may be granted to persons who are, at the time of issuance or grant, employees or officers of, or consultants or advisors to, the Company. To date, an aggregate of 1,477,380 shares has been issued pursuant to the Plan.

Prior Period Adjustment

Effective for the quarter ended April 30, 2002, management of the Company determined that the liability of $113,000 for the NetCast litigation judgment awarded during the fiscal year ended January 31, 2000, should have been recorded and reflected on the consolidated balance sheets. Accordingly, the opening accumulated deficit was adjusted by the previously omitted liability of $113,000.

Common Stock and Warrant for Services

On September 15, 2006, the Board of Directors resolved to compensate the company’s internal accountant for services rendered as follows: issue 1,050,000 shares of the Company’s common stock and cashless warrants for the purchase of 3,930,000 shares of the Company’s common stock exercisable at $.001 per share.

Also on the same date, the Board of Directors of Multi Soft, Inc. resolved to compensate the company’s internal accountant for services rendered as follows: issue 675,000 shares of Multi Soft, Inc. common stock and cashless warrants for the purchase of 2,565,000 shares of Multi Soft, Inc. common stock exercisable at $.001 per share.

These shares were never issued. While no definitive agreement has been reached, the Company is negotiating with the accountant to allow rescission of the resolution and enter into a cash settlement of approximately $30,000 which will also provide for completion of the accounting for the year ended January 31, 2007 and the quarters ended April 30, 2007 and July 31, 2007 at an estimated fee of $12,000. Accordingly, as the shares were never issued, the transaction was not recorded, but the Company accrued $18,000 representing the settlement for work performed prior to January 31, 2007.

NOTE E - COMMITMENTS AND OTHER COMMENTS

NetCast Subsidiary:

NetCast, Inc. is a subsidiary company and was incorporated in April of 1996. It is in the business of developing new Internet technologies to create a series of products and businesses that will extend the power of advertising on the Internet. The Company currently owns 75% of NetCast. The Board of Directors consists of two officers, Charles Lombardo and Miriam Jarney. NetCast developed certain software products and attempted to raise private funding for its operations.

F-12

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

In January 2000 the Board of Directors decided to discontinue any further operations of NetCast, Inc. with the result that a loss from discontinued operations in the amount of $87,462 was reflected in the statement of operations for the fiscal year ended January 31, 2000.

NOTE F - SUPPLEMENTAL INFORMATION

Supplemental disclosures of cash flow information for the years ended January 31, 2007 and 2006 are as follows:

	2007	2006
Cash paid during the year for interest	$NIL	$NIL
Cash paid during the year for income taxes	$NIL	$NIL

NOTE G - INCOME TAXES

The Company and its subsidiaries are delinquent in filing Federal and state income tax returns. The last tax returns filed were for the year ended January 31, 2002.

As a result of losses incurred in recent years, the Company and its subsidiaries separately have net operating loss carry-forwards available to offset future federal taxable income of approximately $8.1 million as of January 31, 2002 (estimated at approximately $9 million at January 31, 2006, after the filing of tax returns which has not as yet been done). These losses expire at various dates through 2022. Because of the uncertainty in the Company's ability to utilize the net operating loss carryforwards, a full valuation allowance of approximately $2,754,000 has been provided on the deferred tax asset.

Internal Revenue Code Section 382 places a limitation on the utilization of Federal net operating loss and other credit carryforwards when an ownership change, as defined by the tax law, occurs. Generally, this occurs when a greater than 50 percentage point change in ownership occurs. Accordingly, the actual utilization of the net operating loss carryforwards and other deferred tax assets for tax purposes may be limited annually under Code Section 382 to a percentage (about 5%) of the fair market value of the Company at the time of any such ownership change. Once the ownership changes referred to in Subsequent Events herein are effectuated, the Company may no longer be able to utilize the net operating loss carryovers.

The Company adopted, effective February 1, 1993, SFAS No. 109, “Accounting for Income Taxes.” Under the liability method specified by SFAS No. 109, “Accounting for Income Taxes” deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. The principal types of differences between assets and liabilities for financial statement and tax return purposes are capitalized software development costs, deferred compensation, deferred revenues and allowance for uncollectible accounts. Due to the aforementioned net operating loss carryovers, there is no deferred or current tax expense, nor any tax assets or tax liabilities.

F-13

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

NOTE H - RELATED PARTY TRANSACTIONS

Multi Soft, from time to time, paid incidental expenses of Multi Solutions and allocates its share of certain overhead items. These items are charged to an intercompany receivable. Multi Soft has not been receiving payments of these balances. The balance due from Multi Solutions was $390,398 as of January 31, 2007.

Multi Soft provided certain services and office space to NetCast, Inc., a subsidiary of Multi Solutions. NetCast discontinued its operations so no reimbursement of these amounts is expected.

Multi Soft provided office space, consulting, and administrative services to FreeTrek. Inc. Multi Soft billed FreeTrek for these services and expense allocations, but those amounts were never collected and they were written off. All of these transactions were eliminated in consolidation.

F-14

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

NOTE I - SECURITY PURCHASE AGREEMENT

On April 25, 2005, the Company entered into a Security Purchase Agreement among Robert L. Frome, Bridge Ventures, Inc. (the “Purchasers”), Multi Soft, and two principal shareholders of the Company and Multi Soft, Charles J. Lombardo, former chairman, president, and CEO of the Company ("Lombardo"), and Miriam G. Jarney, executive vice president and director of the Company ("Jarney") (the "Agreement"). Pursuant to the Agreement, Multi Solutions issued $70,000 principal amount of its 6% Convertible Debentures due May 1, 2006 ("Multi Debentures") to the Purchasers, and Multi Soft issued $24,000 principal amount of its 6% Convertible Debentures due May 1, 2006 ("Multi Soft Debentures") to the Purchasers. The Agreement provided for, among things, (a) repayment of certain liabilities totaling $94,000 of both the Company and Multi Soft, (b) the resignation of Lombardo and Jarney as principal executive officers and directors, and (c) certain preemption rights between the Purchasers and shareholders of the Company and Multi Soft.

The Multi Debentures are convertible into 49,226,262 shares of the Company’s common stock, $.001 par value. The Multi Soft Debentures are convertible into 31,988,980 shares of Multi Soft common stock, $.001 par value. As of the date of this Report, the Company has 40,000,000 shares of authorized common stock, with 21,096,969 shares outstanding. Multi Soft has 30,000,000 shares of authorized common stock, with 13,709,477 shares outstanding.

Pursuant to the Agreement, the Company and Multi Soft appointed Jerome Goubeaux as President and director, and Ken Roberts as Secretary and director: the sole officers and directors for each company.

On May 27, 2005, the Company and Multi Soft entered into a Debenture Purchase Agreement with Michael Potter (“Potter”) - whereby the Company issued to Potter $35,000 principal amount of its Multi Debentures, and Multi Soft issued $12,000 principal amount of its Multi Soft Debentures.

Although insufficient amounts of common stock are authorized to allow full conversion of the Multi and Multi Soft Debentures, the Agreement provided for voting proxies from Lombardo and Jarney to the Purchasers to facilitate amending the companies' articles of incorporation. Subsequent to amending the Company's and Multi Soft's articles of incorporation to increase the authorized shares, and assuming the full conversion of Multi and Multi Soft Debentures, the Purchasers will own approximately 52% of the Company and Multi Soft outstanding common stock, and Potter will own approximately 26% of the Company and Multi Soft outstanding common stock.

NOTE J -- REGULATORY COMMUNICATIONS

On July 27, 2005, the Company received a letter from the Securities and Exchange Commission, notifying the Company that it was subject to deregistration pursuant to Section 12 of the Exchange Act for failure to comply with SEC reporting requirements. The Company responded and provided the SEC with a timetable for filing all delinquent reports and to comply with the Exchange Act by October 31, 2006. The Company believes has complied with the Exchange Act for fiscal periods through October 31, 2006, but is again delinquent with filings for the year ended January 31, 2007 (this report) and April 30, 2007. Although there have been no recent communications with the SEC since the above mentioned issues, there can be no assurance that it will comply, or that its compliance will be sufficient to forestall deregistration.

F-15

Multi Solutions, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007 and 2006

NOTE K - SUBSEQUENT EVENTS

On March 30, 2007, Multi Sub Inc., a New Jersey corporation, was formed as a wholly-owned subsidiary of Multi Solutions, Inc.

On April 20, 2007, the Company entered into an Agreement and Plan of Merger with its wholly-owned subsidiary Multi Sub, Inc., a New Jersey corporation , USA Real New Technology, Inc., a New Jersey corporation ("Real New") and direct parent of Shaanxi Real New Technology Co., Ltd., a limited liability corporation incorporated under the laws of The People's Republic of China, Robert L. Frome ("Frome"), an individual, Bridge Ventures, Inc., a Florida corporation ("Bridge Ventures"), and Michael Potter, an individual ("Potter") (Frome, Bridge Ventures and Potter are hereinafter collectively referred to as the "Controlling Shareholders"). Pursuant to the Agreement, Multi Sub Inc. was to merge with and into Real New. At the closing of the Agreement, the Controlling Shareholders were to have converted a portion of the Registrant's 6% Convertible Debentures (the "Debentures") held by the Controlling Shareholders into 18,903,031 shares of common stock of the Registrant, such amount representing 47.3% of the 40,000,000 issued and outstanding shares of common stock, and was to issue these shares to the shareholders of Real New in addition to the unconverted Debentures In consideration of the issuance of the shares and the unconverted Debentures, Real New shall pay to the Controlling Shareholders an aggregate of $200,000 and 2% of the outstanding capital stock of the Registrant subsequent to a reverse stock split of one share for every 64 shares outstanding. The merger was scheduled to close on or about May 15, 2007, but no later than May 31, 2007.

On July 3, 2007, the Company sent a termination notice ("Termination Notice") to the parties of the Agreement and Plan of Merger dated April 20, 2007. The Agreement required that Real New provide audited financial statements to the Company by June 30, 2007. This due date was previously extended from May 31, 2007. As of the date of the Termination Notice, Real New had not provided the audited financial statements required by the Agreement. The Company’s Board of Directors and the Controlling Shareholders determined that due to this material breach and other considerations, it was in the best interests of the Registrant and its shareholders to terminate the Agreement.

F-16

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MULTI SOLUTIONS, INC.
Dated: August 21, 2007	By:	/s/ Jerome Goubeaux
		Name: Jerome Goubeaux
		Title: President and Director

Dated: August 21, 2007	By:	/s/ Ken Roberts
		Name: Ken Roberts
		Title: Secretary and Director

EX-31

Exhibit 31

CERTIFICATION

I, Jerome Goubeaux, Chief Executive Officer of Multi Solutions, Inc. (the "Company") certify that:

1.I have reviewed this annual report on Form 10-KSB of Multi Solutions, Inc.

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance under which such statements were made, not misleading with respect to the period covered by this annual report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the period presented in this annual report.

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the small business issuer and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

/s/ Jerome Goubeaux	August 21, 2007
Jerome Goubeaux, Chief Executive Officer and Director

EX-32

EX-32

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Annual Report on Form 10-KSB (the "Report") of MULTI SOLUTIONS, INC. (the "Company") for the year ended January 31, 2007, I, Jerome Goubeaux, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jerome Goubeaux	August 21, 2007
Jerome Goubeaux, Chief Executive Officer and Director