SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                    Form 10-KSB

                                         FOR ANNUAL AND TRANSITION REPORTS
                                      PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                                          SECURITIES EXCHANGE ACT OF 1934

                                 X      Annual Report  Pursuant to Section 13 or
                                        15(d) of The Securities  Exchange Act of
                                        1934

                                    For the fiscal year ended December 31, 1997
                                                        or
           Transitional Report Pursuant to Section 13 or 15(d) of
                                        The Securities Exchange Act of 1934
                                         For the transition period from to
                                        Commission File Number 033-19522-NY

                                         GENISYS RESERVATION SYSTEMS, INC.
                                          (formerly Robotic Lasers, Inc.)
                 (Exact Name of registrant as specified in its charter)

New Jersey                                              22-2719541
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

2401 Morris Avenue, Union, New Jersey                      07083
(Address of principal executive offices)                 (Zip Code)

Registrant's  telephone number,  including area code: (908) 810-8767  Securities
registered  pursuant to Section  12(b) of the Act:  NONE  Securities  registered
pursuant to Section 12(g) of the Act:
                                     Common Stock, par value $.0001 per share
                                            Class A Redeemable Warrants
                                            Class B Redeemable Warrants

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any  amendments  to
this Form 10-K. [X]





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         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  of the registrant.  The aggregate market value shall be computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock,  as of a specified  date within 60 days prior to the
date of filing.

    $8,258,954 as of the close of business on March 25, 1998

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                                    PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Indicate by check mark whether the  registrant  filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                                      Yes No


                                     APPLICABLE ONLY TO CORPORATE REGISTRANTS

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date. The number of shares
outstanding of the registrant's  Common Stock as of March 25, 1998 was 4,355,594
shares.


                                        DOCUMENTS INCORPORATED BY REFERENCE

         List hereunder the following documents if incorporated by reference and
the part of the Form 10-K (e.g.,  Part I, Part II, etc.) into which the document
is  incorporated:  (1) any annual report to  security-holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification purposes.


1. Rule 424(b) Prospectus dated March 20, 1997 is incorporated by reference into
Parts I, II and III

         3.1*     Registrant's Articles of Incorporation
         3.2*     Registrant's By-Laws
         4.1*     Form of Common Stock Certificate
         4.2*     Redeemable Warrant Agreement with Form of Class A and Class B
                  Warrant
         10.1     Employment Agreement dated June 23, 1997 between Registrant
                  and Lawrence E. Burk filed herein with this report.
         10.2*    Consulting Agreement dated October 18, 1996 between Registrant
                  and Mark Kenny.
         10.3*    Employment Agreement dated October 17, 1996 between
                  Registrant and John Wasko.
         10.4*    Copy of lease dated  November 1, 1995
                  between Unicom and Corporate  Travel Link,  Inc. 10.5 Copy of
                  Agreement dated June 22, 1995 between American Airlines, Inc.
                  and Corporate Travel  Link,  Inc.,  relating  to Sabre
                  Extension  Program -  Associate Distribution and Services
                  Agreement.
         10.5*    Copy of Agreement dated June 22, 1995 between American
                  Airlines, Inc. and Corporate Travel Link, Inc., relating to
                  Sabre Extension Program - Associate Distribution and Services
                  Agreement
         10.6*    Copy of Agreement dated June 30, 1995 between American
                  Airlines, Inc. and Corporate Travel Link, Inc. relating to
                  Associate Sabre Equipment Lease Agreement.
         10.7*    Copy  of  Agreement  dated  June  30,  1995  between  American
                  Airlines, Inc. and Corporate Travel Link, Inc., non-standard
                  system amendment to Corporate Sabre Equipment Lease Agreement.
         10.8*    Copy of Script Consulting  Agreement dated June 21, 1995
                  between Worldspan, LP and Corporate Travel Link, Inc.

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       10.9*     Copy of Script Services agreement dated June 21, 1995 between
                 Worldspan, LP and Corporate Travel Link, Inc.
       10.10*    Copy of Galileo  Services  Display and  Reservation  Agreement
                 dated   August  28,   1995   between   Galileo   International
                 Partnership and Corporate Travel Link, Inc.
       10.11*    Copy of  Ancillary  Services  Agreement  dated August 28, 1995
                 between Galileo International Partnership and Corporate Travel
                 Link, Inc.

       10.12*    Copy of Worldspan Car Rental Associate  Reservation  Agreement
                 between Worldspan, LP and Corporate Travel Link, Inc.
       10.13*    Copy of interim Loan Agreement between the Registrant and Loeb
                 Holding Corporation and certain executives of the Registrant
       10.14*    Prosoft Consulting Agreement
       10.15     Copy of Agreement dated February 1, 1998 between the
                 TranspoNet Companies, Inc. and the REgistrant filed herein
                 with this report.
         21*     List of Subsidiaries

All of the above referenced documents,  are incorporated herein by references to
the Exhibit bearing the same number in the Registrant's  Registration  Statement
on Form SB-2, File No. 333-15011.





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                                                      Part I

Item 1.  Business

History

         On August 11, 1995, the Company acquired Corporate Travel Link, Inc. (a
development-stage  enterprise)  which  was  incorporated  on March 7,  1994,  by
issuing  1,682,924 shares of restricted  Common Stock of the Company (after July
16, 1996  one-for-two  reverse  split.  See Notes 1 and 3 to  December  31, 1996
Financial  statements)  in  exchange  for 200  shares  of the  Common  Stock  of
Corporate  Travel Link ("Travel Link") which  represented all of the authorized,
issued and outstanding shares of common stock of Travel Link.

         On March 20, 1997,  the Company  consummated  a public  offering of its
securities  consisting  of 1,035,000  shares of Common Stock at $5.00 per share,
1,725,000 Class A Redeemable Warrants at $.20 per Class A Redeemable Warrant and
1,035,000  Class B Redeemable  Warrants at $.10 per Class B Redeemable  Warrant.
Total  Proceeds from the public  offering,  net of related costs of  $1,115,619,
were $4,507,914.

         On June 20, 1997, the Company  acquired 80% of the  outstanding  common
stock  of  Prosoft,  Inc.  for an  aggregate  purchase  price of  $34,602.  This
Transaction  has  been  accounted  for  as a  purchase  and is  included  in the
Company's consolidated  financial statements as of the date of acquisition.  The
assets acquired consist principally of cash and equipment.

         Presently the Company's  business and operations  consist solely of the
business and  operations of Travel Link and Prosoft which continue to operate as
subsidiaries of the Company.

General

         The  principal   business  activity  of  the  Company  is  operating  a
computerized limousine reservation and payment system for the business traveler.
The  proprietary   software  that  the  Company   developed   enables  limousine
reservations  to be  completely  computerized  i.e.,  be entirely  automatic and
operate without human  intervention  except for the initial  inputting of travel
information.

          At the present time, there are four major airline computer reservation
systems in operation in the United States -- Sabre,  Worldspan, Apollo and
System One (each reservation system referred to hereinafter as a ACRS).  Each
CRS allows a travel  agency or corporate  travel  department  to make an airline
reservation  and receive  instantaneously  a confirmation  and a printed airline
ticket on any airline.  It is also possible to make a hotel reservation with any
of the  major  hotel  chains  through  any  CRS  and  receive  an  instantaneous
confirmation  of room  availability.  Additionally,  a travel agent or corporate
travel  manager  may make a rental  car  reservation  with any of the  major car
rental  companies  (Hertz,  Avis and the like)  through  any CRS and  receive an
immediate confirmation of the car rental reservation.

         When  it  comes  to  limousine  reservations,  however,  prior  to  the
introduction  of  the  Company's  system  there  was  no  method  for  making  a
reservation  through a CRS and receiving an immediate  guaranteed  confirmation.
The usual method of making a limousine  reservation in a destination  city is to
call a limousine  company,  if the corporate  travel  department or travel agent
knows of one. This use of the telephone,  with its attendant inconveniences such
as telephone  tag and missed  communications,  can make  securing a confirmed
limousine reservation inconvenient.

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         In today's  cost-conscious  business world,  corporations  must explore
every possible way to cut costs and save time.  With the current CRS',  there is
no  quick,  direct,  and  efficient  way to  reserve  limousine  service.  Today
reservations are still being booked,  changed,  canceled and reconfirmed largely
by telephone and telefax.

         The Company works with travel agents and corporate  travel  departments
by providing a computerized system for securing limousine reservations.

         A typical  reservation with the Company's system may be demonstrated as
follows:

         Assume that a corporate  executive  wishes to travel from  Newark,  New
Jersey to Phoenix,  Arizona. The executive will contact the travel manager/agent
with his (or her) travel plans.  The travel  manager/agent  will then  determine
which airline flies between  Newark and Phoenix on the date and at the time when
the executive wishes to travel.

         The  travel  manager/agent  will  then  go to the  airline  reservation
computer  to  enter  the  information  necessary  to book the  reservation.  The
information originated by the travel manager/agent will be transmitted to one or
more CRS'  mainframe  computers  and, in turn,  will be relayed to the mainframe
computer of the selected  airline.  The airline's  computer will  ascertain seat
availability  and it will  transmit  a  reservation  back to the CRS'  mainframe
computer.   The  CRS  will  then   retransmit  the  information  to  the  travel
manager/agent and a ticket will be issued.

         If the  corporate  executive  also  decides that he wishes to stay at a
particular hotel while in Phoenix,  this  reservation,  too, may be made through
the CRS.  The  travel  manager/agent  inputs the data  already  in the  computer
pertaining to the airline  reservation,  and adds the data necessary to secure a
hotel  reservation.  The  information  is  transmitted  to  the  CRS'  mainframe
computer,  and it is then relayed to the hotel's mainframe.  The latter computer
searches to ascertain room  availability  and relays a confirmed  reservation to
the CRS. The CRS then transmits the information to the travel  manager/agent and
a confirmed reservation slip is printed.

         Finally,  the corporate  executive advises his travel  manager/agent to
obtain four limousine  reservations:  (a) from home to Newark Airport;  (b) from
Phoenix  Airport to the hotel;  (c) from the hotel to the Phoenix Airport at the
end of the trip; and (d) from Newark Airport to the executive's home. The travel
manager/agent,  however,  cannot presently effect these reservations through the
CRS and receive an immediate, error-free confirmed limousine reservation.

         Instead,  the travel  manager/agent  must use the telephone or telefax.
While a corporate travel  manager/agent based in Newark will undoubtedly know of
a limousine  company in the Newark  area to call,  he may not know of any in the
Phoenix area. Confirmed reservations cannot be made quickly or efficiently.

         The Company's system remedies this dilemma. The Company has created its
own  computerized  system  which is linked with the SABRE  CRS'.  The company is
completing  development  of the  interfaces to the Apollo and Worldspan CRS' and
expects to bring them on-line in mid 1998.  Limousine  reservations made through
the SABRE CRS are relayed  instantaneously to the Company's computer and then to
a service provider of the clients choice--all without human intervention--and an
immediate limousine  reservation is confirmed.  In the event that the client has
no relationship with a service provider or has no preference,  they soon will be
able  to  access  a  national  network  service  provider  through  the  Genisys
Reservation System. The

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Company is in the process of arranging access to such national network services.

         In January 1998,  the Company  signed a  participation  agreement  with
Carlson Wagonlit Travel,  one of the world leaders in business travel management
with $9.5 billion in annual worldwide sales.  Under this agreement,  all Carlson
Wagonlit  offices  worldwide  are licensed to install and operate the  Company's
software to facilitate the delivery of limousine/car service reservations to the
CRS'. Using the Company's proprietary software, Carlson Wagonlit agents can make
fast and accurate ground transportation reservations for corporate customers and
their  preferred  suppliers  directly  through  the Sabre CRS.  Several  Carlson
accounts in the northeast are currently utilizing Genisys through the Sabre CRS.
The Company is currently field testing its application for the Apollo CRS.

         In February 1998, the Company and the TranspoNet Companies,  Inc signed
a contractual  revenue sharing agreement to fully automate the limousine booking
process  from the CRS  directly  into the  computerized  back  office  system of
service  providers.  Under this agreement which renews  automatically  after the
initial two year term, the Company and TranspoNet  have developed the technology
to channel the limousine  reservation  from the Corporate travel agents directly
into the back office dispatch system of contracted  service providers  utilizing
an existing TranspoNet product.

Employees

         The Company  presently  has 2 executive  officers and 11  non-executive
employees,  including 4 employees of the  Company's  majority-owned  subsidiary.
None of these  employees is covered by a collective  bargaining  agreement.  The
Company  utilizes  several  software and  marketing  consultants  on a part-time
basis.
The company believes its personnel relations to be satisfactory.


         Item 2.  Properties

         The Company and its subsidiaries  presently lease  approximately  2,380
square feet of office space at 2401 Morris Avenue, Union, New Jersey, 07083, and
1,750 square feet of office space at 15 Clyde Road, Somerset, New Jersey, 08873.
The  five-year  Union  lease  expires in March 2002 and  provides  for a monthly
rental of  $3,731.53.  The Somerset  lease expires in November 2002 and provides
for a monthly rental of $1,968.76  though November 30, 1999 and $2,012.50 though
November 30, 2002.

         The  properties  have been leased from  unaffiliated  third parties and
adequately satisfy the present needs of the Company and its subsidiaries.


Item 3.  Legal Proceedings

         On February  20,  1997,  two  individuals  filed an action  against the
Company and Travel Link in the Superior Court of New Jersey seeking, among other
things,  damages in the  amount of 8% of any  financing  secured by Travel  Link
resulting  from  plaintiffs  efforts and as well as 5% of the  Company's  Common
Stock  allegedly  due for services  rendered in  connection  with the  Company's
acquisition of Travel Link in 1995. The claim for monetary damages is based upon
an alleged written agreement between Travel Link and plaintiffs, while the claim
for the shares of Common Stock is based upon alleged  oral  representations  and
promises made by a former officer of Travel Link. The Company  believes that the
plaintiff's claims are without merit and

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intends to vigorously  defend the action and to assert numerous  defenses in its
answer.  On March 4, 1998,  Travel Link filed an  application  with the Court to
assert a claim for indemnification against Joseph Cutrona and Steven Pollan, two
former directors and officers of Travel Link and the Company, and Mark A. Kenny,
currently a director and  employee of the Company and Travel Link,  based upon a
1995 agreement whereby such individuals agreed to hold Loeb Holding  Corporation
and  Travel  Link  harmless  and to  indemnify  them from any and all  claims or
liabilities for brokerage commissions or finder's fees incurred by reason of any
action  taken by it or them,  including  the  claims of the  plaintiffs  in this
action.

         On April 17, 1997, a former  officer of the Company  filed an action in
the United States District Court,  District of New Jersey,  against the Company,
Travel Link, the officers of both  companies,  and various related and unrelated
parties  seeking  among  other  things a  declaratory  judgment  that the former
officer is the owner of 333,216  shares of Common Stock of the Company which had
been issued to him at the  inception  of Travel Link for services he was to have
provided (see Note 3) and for unspecified compensatory and punitive damages. The
Company  believes that the  plaintiff's  claims are without merit and intends to
vigorously  defend the action and to assert numerous  defenses and counterclaims
in its answer.

         On December 23,  1997,  an  individual  filed an action in the Superior
Court of New Jersey  against the Company  and a former  officer of the  Company,
alleging that the former officer of the Company induced such person to leave her
place of  employment  to assume  employment  with the  Company.  The claim seeks
monetary damages based upon an oral promise of employment  allegedly made by the
same former officer of the Company.  The Company  believes that the  plaintiff's
claim is without merit and intends to vigorously defend the action and to assert
numerous defenses in its answer


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

         The  annual  meeting of  shareholders  of the  Company  was held at the
offices of Corporate  Travel Link, Inc., 2401 Morris Avenue,  3rd floor,  Union,
New Jersey, 07083, on Wednesday, December 17, 1997 at 10:30a.m. Of the 4,355,654
shares  entitled to vote at the meeting,  the holders of  3,503,698  shares were
present at the meeting in person or by proxy.

Following  are the results of the  balloting for the election of the nominees to
the Board of Directors:

         NAME                               VOTES IN  FAVOR     VOTES WITHHELD

         Lawrence E. Burk                       3,184,621         319,076

         John H. Wasko                          3,185,621         318,076

         Mark A. Kenny                          3,184,633         319,064

         David W. Sass                          3,185,633         318,064

         S. Charles Tabak                       3,178,733         324,964

         Warren D. Bagatelle                    3,183,721         319,976


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         The six directors have been elected to serve until their successors are
elected at the 1998  annual  meeting of  shareholders  of the  Company  and have
qualified.

         The shareholders approved the Company's 1997 Stock Incentive Plan dated
May 12,  1997 by a vote of  1,851,932  in  favor,  367,999  against  and  12,529
withheld.

         The  shareholders  ratified  the  appointment  of Wiss & Company as the
independent  auditor to examine and report on the  Financial  Statements  of the
Company for fiscal 1997 by a vote of 3,496,142 in favor and 606 against.


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                                                      Part II


Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters.

Market Information

         Prior to 1997, the Company's  Common Stock was eligible to trade in the
over-the  counter  market,  however,  the  Company was unable to locate a quoted
price for its stock.  The Following  table  indicates the quarterly high and low
bid prices for the last two years for the Company's Common Stock.

                            Bid Price                Bid Price
                               1997                   1996

 Quarter Ended             High     Low               High    Low
 -------------             ----     ---               ----    ---
 March 31                  6.5      5.75              Not Available
 June 30                   9        5.75              Not Available
 September 30              9        3.875             Not Available
 December 31               5.375    2.75              Not Available

         The foregoing prices were provided by National Quotation Bureau.

         As of March 20, 1997, the Effective Date of the Company's  Registration
Statement, it's Common Stock, Class A Redeemable Warrants and Class B Redeemable
Warrants trade on The NASDAQ Stock MarketSM under the symbols,  GENS,  GENSW and
GENSZ respectively.

         Approximate Number of Equity Security Holders

                                                         Approximate Number of
                                                         Holders of Record as
                  Title of Class                         of March 5, 1998
                  --------------                        ----------------------

                  Common Stock,
                  $.0001 par value                                     1,100


         Included  in the number of  stockholders  of record are shares  held in
"nominee" or "street" name.

Dividends

         The Company has never paid any cash  dividends.  The Company  presently
intends to retain any future earnings for use in its operations and,  therefore,
does not expect to pay cash dividends in the foreseeable future.







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



Components of Revenues and Expenses

Revenues.  The Company  has been in the  development-stage,  and just  commenced
generating  limited  revenues in August  1997.  The Company did not generate any
revenues from  operations  during the fiscal year ended  December 31, 1996.  The
Company brought its Genisys  Reservation and Payment Systems on-line through the
Sabre CRS in August 1997 at which time the Company commenced  generating limited
revenues.  The Company is completing development of the interfaces to the Apollo
and  Worldspan  CRS' and expects to bring them  on-line in the 1st half of 1998,
which will accelerate the rate of growth of the Company's revenues.

         The Genisys  Reservation and Payment Systems  generate revenue from the
following sources:  (i) a booking fee charged for use of the Genisys Reservation
System and billed  through the Genisys  Payment  System,  (ii) a processing  fee
generated by charges  processed  through the Genisys  Payment  System,  (iii) an
annual  software  licensing fee charged to the limousine  service  providers who
utilize the Genisys Reservation and Payment Systems.

Expenses.  Cost of  service  includes  all costs  directly  attributable  to the
Company's  provision  of services  to its  corporate  clients and the  limousine
service  providers.  The most  significant  component  of cost of service is the
booking fee  charged by the CRS for  reservations  made by the  Genisys  systems
utilizing  the  CRS.  Booking  fees  are a set  amount  charged  by each CRS for
transactions posted through the system. Cost of service also includes the access
and file fees charges by a  commercial  bank acting as the  Company's  Automated
Clearing  House in  distributing  payments made to limousine  service  providers
through the Genisys Payment System.

         General and administrative  expenses include salaries,  commissions and
benefits,  travel costs,  professional fees, rent, telephone and other operating
costs of the Company. The only internal expenditures capitalized with respect to
the costs of developing and  implementing  the Genisys  Reservation  and Payment
Systems have been $94,780 of salaries  paid to Prosoft  employees  subsequent to
its acquisition in June 1997.

Results of Operations

         The  Company  has been in the  development  stage  and  just  commenced
generating  limited  revenues in August 1997. The Company has been  unprofitable
since inception and expects to incur  additional  operating losses over the next
several  fiscal  quarters.  Total  revenues for the year ended December 31, 1997
were $25,863  compared to no revenues for the years ended  December 31, 1996 and
August 31, 1995.  The  corresponding  cost of sales for fiscal 1997 was $24,992.
The net loss for the year ended December 31, 1997 amounted to $1,590,125 or $.39
cents a share  compared  to a loss of  $1,051,203  or $.36 cents a share for the
year ended  December  31,  1996 and  $269,080  or $.16 cent a share for the year
ended August 31, 1995. As reflected in the  accompanying  financial  statements,
the Company has incurred  losses  totaling  $3,235,128  since  inception  and at
December 31, 1997, had working capital of $1,350,787.

         General and administrative  expenses were $1,318,203 for the year ended
December 31, 1997 as compared to $819,205  for the year ended  December 31, 1996
and  $256,621 for the year ended  August 31,  1995.  The primary  reason for the
difference  between the two years ended  December 31, 1997 and December 31, 1996
is the early stage of operations  during the earlier period when the Company had
only 5 full-time

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employees,  while during the latter period the Company was fully operational and
by the end of the period had  increase  its staff to 13  employees.  The primary
reason for the  difference  between the year ended  December 31, 1996 and August
31, 1995 is the commencement of development  stage activities during the earlier
period when the Company had only 4 part-time  employees for  approximately  half
the period,  while during the latter  period the Company had 5 full-time
employees.

Payroll and payroll-related  costs increased  approximately  $266,000 during the
fiscal year ended December 31, 1997.  Other  approximate  cost increases  during
fiscal 1997  consist of  consulting  fees  ($60,000),  travel  costs  ($21,000),
marketing costs ($41,000), insurance costs ($24,000), other administrative costs
($97,000).  Professional fees decreased $11,000 during fiscal 1997. Professional
and consulting fees for the year ended December 31, 1997 totaled $286,000.  Such
amount  consisted of attorneys  fees of  $110,000,  accounting  fees of $20,000,
outside bookkeeping fees of $28,000,  consulting fees of $51,000 payable to Loeb
partners,  $29,000 in consulting fees to Mark A. Kenny and miscellaneous fees of
$48,000.

         Payroll and  payroll  related  cost  increased  approximately  $229,000
during the fiscal year ended December 31, 1996. Other approximate cost increases
during fiscal 1996 consist of consulting fees ($54,000), travel costs ($23,000),
marketing costs ($16,000), other administrative costs ($83,000) and professional
fees  ($136,000).  Professional  and consulting fees for the year ended December
31, 1996 totaled $237,000.  Such amount consisted of attorney's fees of $84,000,
accounting  fees  of  $23,370,  outside  bookkeeping  fees of  $18,630,  accrued
consulting fees of $36,000 payable to Loeb Partners,  $48,000 payable to John H.
Wasko  (accrued  prior to his becoming an employee of the  Company),  $16,000 in
consulting fees payable to Mark A. Kenny and miscellaneous fees of $11,000. Loeb
partners, Mr. Kenny and Mr. Wasko are affiliates of the Company.

         The  Company  is  conducting  a  comprehensive  review of its  computer
systems to identify  the systems that could be affected by the "Year 2000" issue
and is developing  an  implementation  plan to resolve the issue.  The Year 2000
problem is the result of computer programs being written using two digits rather
than four to define the applicable year. Any of the Company's programs that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than the year 2000. No easy technological "quick fix" has yet been developed for
this  problem.  This  Year  2000  problem  creates  risk  for the  Company  from
unforeseen problems in its own computer systems and from third parties with whom
the Company  deals on financial  transactions.  Such  failures of the  Company's
and/or  third  parties  computer  systems  could have a  material  impact on the
Company's ability to conduct its business, and especially to process and account
for the transfer of funds electronically.

Liquidity and Capital Resources

         Since commencement of its development stage activities, the Company has
incurred  losses  and net  cash  out-flows  from  operations.  The  Company  has
developed  a  computerized  limousine  reservation  and  payment  system for the
business traveler. Although planned operations have commenced,  revenues to date
have not been  significant.  However,  management  expects the Company will have
sufficient liquidity at least until March 1999 even if significant revenues from
operations are not generated and no additional financing is obtained.

         The Company's  funds have  principally  been provided from Loeb Holding
Corporation,  as escrow agent ("Loeb"),  for Warren D.  Bagatelle,  HSB Capital,
trusts  for  the  benefit  of  families  of  two   principals  of  Loeb  Holding
Corporation,   and  three   unaffiliated   individuals,   LTI  Ventures  Leasing
Corporation, a private offering and a public offering, as described below.

                                                       10


<PAGE>




         In  February  1995,  Loeb agreed to loan the Company up to a maximum of
$500,000 as  evidenced  by  Convertible  Notes.  In  addition,  pursuant to five
interim loan  agreements,  Loeb loaned the Company an  additional  $250,000 from
December 1995 through March 1996.  In November and December  1996,  Loeb Holding
Corporation  loaned the Company $210,000 evidenced by a series of eighteen month
term  Promissory  Notes bearing  interest at the annual rate of 10%.  Total loan
proceeds from Loeb and Loeb Holding Corporation to date are $960,000.

         In September 1995,  January 1996 and December 1996, the Company entered
into sale and  lease-back  arrangements  with LTI Ventures  Leasing Corp.  (LTI)
whereby the Company  sold the bulk of its  computer  hardware  and  commercially
purchased  software to LTI. In consideration for the sales, the Company received
a total of  $295,000  and agreed to lease back the  hardware  and  software  for
varying terms at a monthly rental totaling $11,960.

         Pursuant  to a private  offering,  the  Company  issued  11.5  units to
sixteen  unaffiliated  third  parties in May and June 1996.  Each  $50,000  unit
consisted of a $49,000  promissory note and a Class A Redeemable  Warrant valued
at $1,000 per unit.  Each such warrant  entitles  the holder to purchase  25,000
shares of the Company's  Common Stock at $5.75 per share. The proceeds from this
offering  totaled  $575,000 and Class A Redeemable  Warrants to purchase 287,500
shares of Common Stock were issued by the Company.

         In February 1997, Joseph Cutrona,  who at the time was President of the
Company, made a capital contribution to the Company in the amount of $19,700.

         In  February  and March 1997,  the Company  borrowed a total of $65,000
from three  unaffiliated  third  parties  pursuant to three  eighteen (18) month
Promissory  Notes bearing  interest at 10% per annum payable at maturity.  These
notes were secured by 16,250  shares of the  Company's  restricted  Common Stock
owned by Joseph Cutrona and 16,250 shares owned by Mark A. Kenny. In April 1997,
the Company paid the  principal  and interest due on these  Promissory  Notes in
full.

         On March 26, 1997,  the Company  consummated  a public  offering of its
securities  consisting  of 1,035,000  shares of Common Stock at $5.00 per share,
1,725,000 Class A Redeemable Warrants at $.20 per Class A Redeemable Warrant and
1,035,000  Class B Redeemable  Warrants at $.10 per Class B Redeemable  Warrant.
The net proceeds of such offering totaled $4,507,914.

         In May 1997, two  convertible  notes payable,  issued in April and June
1996 when the Company  borrowed a total of $30,000 from two  unaffiliated  third
parties, were converted into 15,000 shares of Common Stock of the Company.

         On May 29, 1997, an officer of the Company  exercised stock options for
25,000  shares of Common  Stock of the Company at $.60 per share,  resulting  in
total proceeds of $15,000.

         On July 28,  1997,  pursuant to an  agreement  dated  October 10, 1996,
Joseph  Cutrona and Mark Kenny each  contributed  14,533 shares of the Company's
Common  Stock  owned by them and  valued at  $109,000,  to Prosoft in payment of
computer  software design and other consulting  services provided to the Company
by Prosoft.

         On October 14, 1997, the Company registered under the Securities Act of
1933, as amended,  442,098  shares of common stock,  par value $.0001 per share.
22,098 shares of Common Stock offered underlie certain outstanding warrants held
by LTI. The remaining 420,000 shares of the Common Stock

                                                       11


<PAGE>




offered may not be  transferred  until  September  20, 1998,  subject to earlier
release at the sole  discretion  of R.D.  White & Co.,  Inc.  which acted as the
underwriter in connection  with the March 1997 public  offering of the Company's
securities.  The  certificates  evidencing  such 420,000  shares of Common Stock
include a legend evidencing such  restriction.  The Underwriter may release such
420,000  shares of Common Stock held by certain of the Selling  Stockholders
at any time.

         The Company did not receive any of the  proceeds  from the sales of the
Common  Stock by the  Selling  Stockholders  but may receive  proceeds  upon the
exercise of certain outstanding warrants. All costs incurred in the registration
of the securities of the Selling Stockholders was borne by the Company.

          Inflation is not expected to have any material effect on the Company.


Item 7.  Financial Statements and Supplementary Data.

         See Pages F-1 through F-18.


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

         Not applicable


                                                       12


<PAGE>




                                                     PART III

Item 9.  Directors and Executive Officers of the Registrant

         The following table sets forth certain information with respect to each
of the Company's directors and executive officers.

 NAME                      AGE                 POSITION

 Lawrence E. Burk          56                President, Chief Executive Officer
                                             and Director

 John H. Wasko             59                Chief Financial Officer,
                                             Secretary, Treasurer
                                             and Director

 Warren D. Bagatelle       59                Chairman of the
                                             Board of Directors

 Mark A. Kenny             44                Director

 David W. Sass             62                Director

 S. Charles Tabak          65                Director


The Company's Audit and Compensation Committees  consist of Messrs.  Warren D.
Bagatelle,  S.  Charles  Tabak and David W. Sass.  All  officers  of the Company
devote their full time to the Company's business.

         Lawrence  E. Burk joined the Company on June 23,  1997,  as  President,
Chief Executive Officer,  and Director following a 27 year career with Alexander
& Alexander  Services.  From 1993 to early 1996, Mr. Burk served as Chairman and
CEO of  Alexander  &  Alexander,  Inc.,  the  U.S.  Retail  Subsidiary  of A & A
Services, and from early 1996 until the company's acquisition by AON Corporation
in late 1996, Mr. Burk served as President and Chief Operating  Officer of A & A
International,  the company's  global retail  operation.  Mr. Burk served on the
company's Global Retail Board from 1985; on A & A Services Operations Board from
1989; and on A & A Inc.'s Executive  Committee and Operations Board from 1989. A
& A was a NYSE  listed  Financial  Services  firm  with  revenues  of over  $1.3
billion.  Mr.  Burk  has a B.A.  degree  in  Economics  from  Southern  Illinois
University and is a member of the schools' Advisory Board.

John H.  Wasko has  served  the  Company as a  Director  since  April  1986,  as
Secretary since  September  1995, and as Treasurer and Chief  Financial  Officer
since  April  1996.  Mr.  Wasko has also  served the  Company as  President  and
Chairman of the Board since its inception to August 1995,  and as Treasurer from
April 1986 to  September  1987 and from May 1988 to August  1995.  Mr. Wasko has
also served as Chairman of the Board, President and Director of JEC Lasers, Inc.
("JEC") since it was  organized in September  1977. He was awarded a bachelor of
science  degree in  physics  in 1963 and a master of  science  degree in physics
(summa cum laude) in 1965 from Fairleigh Dickinson University.

                                                       13



<PAGE>





         Warren D.  Bagatelle  has been a Director  and chairman of the Board of
Directors of the Company  since August 1995.  He also served as Chief  Executive
Officer of the Company from December 1996 through June 1997.  Since 1998, he has
been  a  Managing  Director  at  Loeb  Partners  Corporation,  a New  York  City
investment  banking firm.  Mr.  Bagatelle is also a director of Energy  Research
Corporation,  a company  engaged in the  development  and  commercialization  of
electrical  storage and power generation  equipment,  principally fuel cells and
rechargeable  storage batteries.  Mr. Bagatelle has a BA in economics from Union
College and a MBA from Rutgers University.

         Mark A. Kenny,  currently  an employee  of the  Company,  served as the
Company's  Executive  Vice  President  from August 1995 to October 1996 and as a
Director  since August 1995. He has also served as Executive  Vice  President of
Travel Link from inception,  March 1974 to November 1996 and as a Director since
inception.  From  1974 to  November  1996,  he was a  partner  of  Country  Club
Transportation  Services, a provider of limousine services,  which he co-founded
in 1974.  Mr.  Kenny is one of the original  members of the New Jersey  Business
Travel  Association  and attended Seton Hall  Preparatory  School and Seton Hall
University.  He is  also  a  member  of  the  Association  of  Corporate  Travel
Executives and a charter member of the New Jersey Limousine Association.

David W. Sass has been a Director  since  April,  1997 and has been a practicing
attorney  in New  York  City for the past 37  years  and is  currently  a senior
partner in the law firm of McLaughlin & Stern,  LLP,  securities  counsel to the
Company.  Mr. Sass is also an officer of Ionic Fuel Technology,  Inc., a company
engaged in the sale and distribution of emission control systems,  a director of
The Harmat  Organization,  Inc.,  a New York based  construction  company  and a
member and Vice  Chairman of the Board of Trustees of Ithaca  College.  Mr. Sass
earned a B.A. from Ithaca College,  a J.D. from Temple  University School of Law
and an L.L.M. (in taxation) from New York University School of Law

 S. Charles Tabak has been a Director since April,  1997.  Since 1991 he
has been the Chief  Executive  Officer of Arc Medical &  Professional,  Inc., an
employment  agency  specializing in placement of scientific,  medical and office
personnel.  From 1969 to 1990, he was the Executive  Vice  President and General
Counsel for Channel Home Centers Inc.  From 1967 to 1969, he was the Director of
Finance of J.J. Newbury Co. Mr. Tabak is a past member of the Board of Directors
of Channel Home  Centers,  Inc. and Charge A Plate Group of Greater New York. He
is a graduate of both NYU School of Business  and School of Law, and is admitted
to practice law in New York state and before the U.S. Supreme Court.


                                                       14



<PAGE>




Item 10.  Executive Compensation

         The  following  tabulation  shows  the total  compensation  paid by the
Company for  services in all  capacities  during the years  ended  December  31,
1997,1996 and 1995 to the officers of the Company and total compensation for all
Officers as a group for such period:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                           Annual Compensation                                  Long Term Compensation

                                                                                Awards           Payout
                                                                       Other            Restricted                 All
                                                              Annual            Stock   Options  LTIP     Other
Name and                   Year     Salary           Bonus    Compensation      Awards  /SAR's   Payout   Compensation
--------                   ----     ------           -----    ------------      ------  ------   ------   ------------
Principal
---------
Position                                                               (Mgmt. Fee)

Lawrence E. Burk           1997     $75,000 (1)      $0       $0                 $0     $0       $0                $0
President, & Chief         1996     $0               $0       $0                 $0     $0       $0                $0
Executive Officer          1995     $0               $0       $0                 $0     $0       $0                $0

Joseph  Cutrona(2)         1997     $41,639          $0       $  6,667           $0      $0       $0                $0
                           1996     $73,500          $0       $  5,000           $0      $0       $0                $0
                           1995     $45,000          $0       $  3,840           $0      $0       $0                $0

Mark A. Kenny (3)          1997     $64,231          $0       $28,967            $0     $0        $0                 $0
                           1996     $42,000          $0       $16,250           $0      $0       $0                $0
                           1995     $44,795          $0       $  3,840          $0      $0       $0                $0

John H. Wasko              1997     $81,247          $0       $ 20,000           $0     $0       $0                $0
Chief Financial Officer,   1996     $10,000          $0       $ 49,500           $0     $0       $0               $0
Secretary & Treasurer      1995     $0               $0       $   2,500          $0     $0       $0               $0

Warren D. Bagatelle        1997     $0               $0       $59,500(4)        $0      $0           $0               $0
Chairman                   1996     $0               $0       $36,000(5)        $0      $0       $0               $0
                           1995     $0               $0       $0                $0      $0           $0               $0
</TABLE>

(1) Salary paid to Mr. Burk for the period June 23, 1997 thru December 31, 1997.
    Mr. Burk's annual salary is $150,000.

(2) As of May 12,  1997,  Mr.  Cutrona  is no longer  an  employee,  officer  or
    Director of the Company.

(3) Mr. Kenny formerly was the Company's Executive Vice President and is
    currently an employee and a Director of the Company but, not an officer
    of the Company.

(4) Includes  $51,000 of  consulting  fees paid to Loeb Partners Corporation
    of which Warren D. Bagatelle is Managing Director.

(5) Represents consulting fees paid to Loeb Partners Corporation.





<PAGE>




Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The following  tabulation  shows the security  ownership as of December
31, 1997 of (i) each person known to the Company to be the  beneficial  owner of
more than 5% of the Company's  outstanding  Common Stock, (not including 333,216
shares  issued  to Steven  E.  Pollan  which  the  Company  has given  notice of
cancellation  as a  result  of  certain  disputes  between  Mr.  Pollan  and the
Company),  (ii) each Director and officer of the Company and (iii) all Directors
and Officers as a group.


                            NUMBER OF                                 PERCENT
NAME & ADDRESS              SHARES OWNED                              OF CLASS

Loeb Holding Corporation
As Escrow Agent (1)
61 Broadway
New York, NY 10006          1,053,679                                   22.16%

Warren D. Bagatelle  (1)
Loeb Partners Corporation
61 Broadway
New York, NY 10006          1,053,679                                   22.16%

Joseph Cutrona
Corporate Travel Marketing
PO Box 1180
Sayerville, NJ  08872         377,350                                      8.66%

Mark A. Kenny
Genisys Reservation Systems
2401 Morris Avenue
Union, NJ 07083               574,175                                     13.18%

John H. Wasko  (2)
Genisys Reservation Systems
2401 Morris Avenue
Union, NJ 07083              112,046                                     2.54%

Lawrence E. Burk (3)
Genisys Reservation Systems
2401 Morris Avenue
Union, NJ  07083             205,000                                     4.50%

S. Charles Tabak (4)
ARC Medical Professional Personnel
36 Route 10W, Suite D
East Hanover, NJ  07936       14,000                                        *

David W. Sass (4)
McLaughlin & Stern, LLP
260 Madison Avenue, 18th FL.
New York, NY  10016           15,000                                        *

All Officers and Directors
as a group (6 persons)        1,973,900                                  39.39%
--------------------------
* less than 1%





<PAGE>




         (1) Includes  653,679 shares of Common Stock  purchased by Loeb Holding
Corporation, as escrow agent for Warren D. Bagatelle,  Managing Director of Loeb
Partners Corp., HSB Capital (of which Warren Bagatelle is a partner), trusts for
the benefit of families of two principals of Loeb Holding  Corporation and three
unaffiliated  persons and 400,00 shares of Common Stock issuable upon conversion
of two Convertible Notes aggregating $37,500. Loeb Holding Corporation disclaims
any beneficial interest in these shares.

         (2) Includes  14,362  shares of Common Stock owned of record by Joan E.
Wasko, John Wasko's wife, of which Mr. Wasko disclaims beneficial ownership, but
of which he may be  deemed  beneficial  owner  and a five  (5)  year  option  to
purchase  35,000  shares of the  Company's  Common Stock at a price of $2.00 per
share  granted to Mr.  Wasko by the Company on November 1, 1996 and 5,333 shares
of Common Stock  issuable  upon  conversion  of Mr.  Wasko's  prorate share of a
Convertible Note in the principal amount of $12,500.

         (3) Includes a five (5) year option to purchase an aggregate of 200,000
shares of Common  Stock at a price of $6.00 per share  issued on  September  23,
1997.

         (4) Includes a five (5) year option to purchase 10,000 shares of Common
Stock at a price of $6.00 per share issued September 23, 1997.

Messrs.  Cutrona and Kenny may be deemed to be "parents" and "promoters" of the
Company,  as those  terms  are  defined  in the  rules  and  regulations  of the
Securities Act of 1933, as amended.  In August 1994 and February  1995,  Messrs.
Cutrona and Kenny each  received  their Common Stock in the Company for services
to be provided to the Company. For accounting purposes the value of these shares
was recorded at $7,840 for each individual. Mr. Pollan received his Common Stock
in August 1994 for services to have been provided to the Company. See "Certain
Transactions."


Item 12.  Certain Relationships and Related Transactions

         In August 1994,  Joseph Cutrona and Mark A. Kenny each received a total
of 666,433  shares of the Company's  common stock for services to be provided to
the Company.

         During  February  1995,  the Company issued 45,765 shares of its Common
Stock in repayment of certain liabilities  totaling $251,702.  Those liabilities
include notes payable to Saddle Brook  Investors of $149,633,  note payable plus
accrued  interest  to an officer and  Director  of $34,273 and certain  accounts
payable of $67,796.

         In February 1995, Loeb Holding Corporation, as escrow agent ("Loeb"),
for Warren D. Bagatelle,  HSB Capital, trusts for the benefit of families of two
principals  of Loeb  Holding  Corporation  and three  unaffiliated  individuals,
agreed  to loan  the  Company  $500,000  evidenced  by a series  of  Convertible
Promissory  Notes. In September 1995, Loeb converted the Convertible  Promissory
Notes into 841,455 common shares of the Company and two Term  Promissory  Notes,
one in the principal amount of $475,000 and the other in the principal amount of
$25,000.

         The Term  Promissory  Note in the  principal  amount of $475,000 and an
additional Term  Promissory  Note in the principal  amount of $237,500 issued in
December 1995 and described  below,  have been modified.  Such Notes provide for
accrued  interest  at the rate of 9% per  annum  payable  quarterly  commencing
September 1997 and unless  previously  converted,  the principal  amount of each
note is to be repaid in twelve quarterly  installments,  commencing September 1,
1998,  or on such earlier date as such notes  provide.  The notes and the unpaid
interest accrued thereon,  are convertible at the sole option of the holder into
shares of Series A  Preferred  Stock of the  Company  at a  conversion  price of
$2.125 per share.




<PAGE>






         The shares of Series A Preferred Stock are convertible,  in whole or in
part, into fully paid and nonassessable  Common Shares on a one-for-one basis at
the option of the  respective  holders  thereof.  Holders of Series A  Preferred
Stock are entitled to notice of shareholders'  meetings and are entitled to vote
in common with the Common Stock of the Company.  The Series A Preferred Stock is
not entitled to the  declaration  or payment of dividends.  The Company,  at its
sole  option,  has the right to redeem all or, from time to time,  any number of
the then outstanding shares of Series A Preferred Stock at a redemption price of
$2.125 per share, such amount to be increased at the rate of ten (10%) percent
per annum for the period such Series A Preferred Shares are outstanding.

         In March  1998,  the  holder of the  notes  converted  $400,000  of the
principal  amount of such notes into  188,235  shares of the Series A  Preferred
Stock of the Company.

         The Term  Promissory  Note in the amount of $25,000  and an  additional
Note in the amount of $12,500  issued in December 1995 and discussed  below have
been  modified.  Such Notes  provide for accrued  interest at the rate of 9% per
annum  payable  quarterly   commencing  September  1997  and  unless  previously
converted  the  principal  amount of each  note is to be repaid in twelve  equal
quarterly installments, commencing September 1, 1998, or on such earlier date as
such notes provide.  The notes are  convertible at the sole option of the holder
into an aggregate of 400,000 common shares of the Company.

         During March 1995, John H. Wasko,  then President of the Company,  upon
exercise  of his  option,  acquired  70,520  shares of the  Common  Stock of the
Company at an exercise price of $0.02145 per share.

         On March 3, 1995,  the  Company  and JEC  signed a  purchase  agreement
whereby JEC acquired all of the assets,  rights and  properties  relating to the
Company's CO2 laser  research and  development  agreement  with LCL,  subject to
certain   liabilities,   in  full  consideration  for  the  forgiveness  of  the
indebtedness of the Company to JEC in the amount of $345,593 owed as of February
28, 1995.

         On August 11, 1995, Robotic Lasers acquired Corporate Travel Link, Inc.
by  issuing  1,682,924  shares of  restricted  Common  Stock of the  Company  in
exchange for the shares of the common  stock of  Corporate  Travel Link owned by
Joseph  Cutrona,  Mark A. Kenny and Steven E. Pollan which  represented  all the
authorized,  issued and outstanding  shares of common stock of Corporate  Travel
Link.

         On September 5, 1995, the Company  entered into a three year consulting
and investment  banking agreement with Loeb Partners  Corporation which has been
extended for an additional three year period.  Under the terms of the agreement,
the Company  pays Loeb  Partners  Corporation  $3,000 per month.  Loeb  Partners
Corporation  will  also  receive  a fee  for  arranging  private  financing  and
acquisitions.  Mr. Warren D. Bagatelle,  a Director and Chairman of the Company,
is a Managing Director of Loeb Partners Corporation.

         During  December  1995,  Loeb  agreed  to  loan  the  Company  $250,000
evidenced by a series of Convertible Promissory Notes ("Convertible  Promissory
Notes"). In November 1996, Loeb converted the Convertible Promissory Notes into
(i) two Term Promissory  Notes,  one in the principal amount of $237,500 and the
other in the  principal  amount  of  $12,500  issued in  December  1995 and (ii)
420,728 shares of Common Stock of the Company, of which 420,000 shares of Common
Stock are owned by four unaffiliated  parties.  Loeb Holding Corporation did not
receive any shares of Common Stock in this transaction.

         In August  1996,  the  Company  gave  notice to Mr.  Pollan that it was
canceling  the  333,216  shares of Common  Stock which had been issued to him in
August of 1995.  It is the  Company's  position  that the Common Stock should be
canceled because, among other reasons, Mr. Pollan failed to provide the services
to the  Company  which  were to be the  consideration  for the  issuance  of the
shares. Mr. Pollan has commenced an




<PAGE>




action  against  the Company  and others in the New Jersey  Federal  Court which
contests  the  Company's  effort to cancel the shares  issued to him,  and which
seeks  monetary  damages  and other  relief.  The  action is in its  preliminary
stages, and no assurance can be given as to its ultimate outcome.

         During the quarters ended September 30, 1996, and December 31, 1996, in
order to raise  additional  working  capital for the  Company,  Joseph  Cutrona,
former  President of the Company,  sold a total of 37,600  shares of  restricted
common stock of the Company owned by him, to nineteen unaffiliated third parties
at prices  ranging  from $2.00 to $2.50 per share for total  proceeds of $76,500
which Mr. Cutrona remitted to the Company in the form of a capital contribution.
In February  1997,  Mr.  Cutrona sold an  additional  9,850 shares of restricted
Common Stock to 5  unaffiliated  third parties at a price of $2.00 per share for
total proceeds of $19,700, which Mr. Cutrona remitted to the Company in the form
of an additional  capital  contribution.  Mr. Mark A. Kenny has issued 23,725 of
his own shares of restricted common stock of the Company to reimburse Mr.
Cutrona for one-half of the number of shares sold by Mr. Cutrona.

          On October 10, 1996, the Company,  Joseph  Cutrona,  Mark A. Kenny and
Prosoft,  Inc. signed an agreement whereby Mr. Cutrona and Mr. Kenny each agreed
to transfer  14,533 shares of restricted  Common Stock owned by them to Prosoft,
Inc.,  or  its  designees,  upon  completion  of  the  design  and  satisfactory
development of the Genisys Payment  System.  Prosoft agreed to accept the 29,066
shares valued at $3.75 per share in satisfaction  of $108,997.50  which would be
owned to Prosoft,  Inc. by the Company upon  completion  of the Genisys  Payment
System.  This  transfer has been  completed.  The Company has agreed to issue an
equal number of new shares of  restricted  Common  Stock to Messrs.  Cutrona and
Kenny  in six  equal  installments  if the  Company  meets  certain  performance
criteria on six specific dates.

         In October and November  1996, and February 1997,  Joseph  Cutrona,  in
recognition  of  extensive  valuable  services  rendered to the Company by three
employees of the Company,  made gifts  aggregating  35,000  shares of restricted
Common  Stock  owned by him to the three  employees,  including a gift of 20,000
shares of restricted Common Stock to John H. Wasko.

         In November 1996, the Company  granted Mr. Wasko a five (5) year option
to purchase 35,000 shares of Common Stock at a price of $2.00 per share.

During  November and  December  1996,  the Company and Loeb Holding  Corporation
signed  four  eighteen  (18)  month   Promissory   Notes  whereby  Loeb  Holding
Corporation loaned the Company the sums of $75,000, $30,000, $10,000 and $95,000
(totaling  $210,000).  The  Promissory  Notes which have been  modified and bear
interest at 10%,  mature on  September  1, 1998.  The  Promissory  Notes and any
unpaid  interest  accrued  thereon,  are  convertible  at the sole option of the
holder into shares of Series A  Preferred  Stock of the Company at a  conversion
price of $2.125 per share.

         In  February  and March 1997,  the Company  borrowed a total of $65,000
from three  unaffiliated  third  parties  pursuant to three  eighteen (18) month
Promissory  Notes bearing  interest at 10% per annum payable at maturity.  These
notes were secured by 16,250  shares of the  Company's  restricted  Common Stock
owned by Joseph Cutrona and 16,250 shares owned by Mark A. Kenny. In April 1997,
the Company paid the  principal  and interest due on these  Promissory  Notes in
full.

         The Company  believes that each of these  transactions was entered into
on terms at least a favorable  to the Company as could have been  obtained  from
unaffiliated third parties.




<PAGE>




Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-k


(a)      (1)  Financial Statements
              Included in Part II of this report:


              Balance Sheets - December 31, 1997 and 1996.

              Statements of Operations  During the  Development  Stage - For the
              Period  from  Inception  through  December  31, 1997 and the Years
              Ended December 31, 1997 and December 31, 1996.

              Statements of Cash Flows - For the Period from  Inception  through
              December  31, 1997 and for the Years Ended  December  31, 1997 and
              December 31, 1996.

              Statement of Changes in Stockholders' Equity - For the Years Ended
              December 31, 1997 and December 31, 1996.

              Notes to Financial Statements

         (2)  Exhibits

         3.1*                    Registrant's Articles of Incorporation
         3.2*         Registrant's By-Laws
         4.1*         Form of Common Stock Certificate
         4.2*         Redeemable Warrant Agreement with Form of Class A and
                      Class B Warrant
         10.1         Employment Agreement dated June 23, 1997 between
                      Registrant and Lawrence E. Burk filed herein with
                      this report.
         10.2*        Consulting Agreement dated October 18, 1996 between the
                      Registrant and Mark A. Kenny.
         10.3*        Employment  Agreement dated October 17, 1996 between
                      Registrant and John H. Wasko.
         10.4*        Copy of lease dated  November 1, 1995 between Unicom and
                      Corporate Travel Link, Inc.
         10.5*        Copy of Agreement  dated June 22, 1995 between  American
                      Airlines,  Inc., and Corporate  Travel Link,  Inc.,
                      relating to Sabre Extension Program - Associate
                      Distribution and Services Agreement.
         10.6*        Copy of Agreement dated June 30, 1995 between American
                      Airlines, Inc. and Corporate Travel Link, Inc., relating
                      to Associate Sabre Equipment Lease Agreement.
         10.7*        Copy of Agreement dated June 30, 1995 between American
                      Airlines, Inc. and Corporate Travel Link, Inc.
                      non-standard system amendment to Corporate Sabre
                      Equipment Lease Agreement.
         10.8*        Copy of Script Consulting Agreement dated June 21, 1995
                      between Worldspan, LP and  Corporate Travel Link, Inc.




<PAGE>





         10.9*        Copy of Script Services agreement dated June 21, 1995
                      between Worldspan, LP and  Corporate Travel Link, Inc.
         10.10*       Copy of Galileo Services Display and Reservation Agreement
                      dated  August  28,  1995,  between  Galileo  International
                      Partnership and Corporate Travel Link, Inc.
         10.11*       Copy of Ancillary Services Agreement dated August 28, 1995
                      between  Galileo  International  Partnership and Corporate
                      Travel Link, Inc.
         10.12*       Copy of Worldspan Car Rental Associate Reservation
                      agreement between Worldspan, LP and Corporate Travel Link,
                       Inc.
         10.13*       Copy of Interim Loan Agreement  between the Registrant and
                      Loeb Holding  Corporation  and certain  executives  of the
                      Registrant.
         10.14*       Prosoft Consulting Agreement.
         10.15        Employment Agreement dated May 1, 1997 between the
                      Registrant and Mark A. Kenny.
         10.16        Copy of Agreement dated February 1, 1998 between the
                      TransNet Companies, Inc. and the Registrant filed herein
                      with this report.
         21*          List of Subsidiaries

All of the  above  referenced  documents,  marked  with an (*) are  incorporated
herein by reference to the Exhibit  bearing the same number in the  Registrant's
Registration Statement on Form SB-2, File No. 333-15011.


(b)      (1)      Reports on Form 8-K
                  None


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Independent Auditors' Report                                                                                  F-2

Consolidated Financial Statements:
    Consolidated Balance Sheets at December 31, 1997 and 1996                                                 F-3
    Consolidated Statements of Operations for the Years Ended
        December 31, 1997 and 1996 and the Period From March 7,
        1994 (commencement of development stage activities) to
        December 31, 1997                                                                                     F-4
     Consolidated Statements of Changes in Stockholders' Equity
        (Deficiency) for the Years Ended December 31, 1997 and                                                F-5
        1996
    Consolidated Statements of Cash Flows for the Years Ended
        December 31, 1997 and 1996, and the Period From March 7,
        1994 (commencement of development stage activities) to
        December 31 ,1997                                                                                     F-6
     Notes to Consolidated Financial Statements                                                           F-7 to F-18




                                                        F-1

</TABLE>

<PAGE>






                                             INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
Genisys Reservation Systems, Inc.
(A Development Stage Company)


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Genisys
Reservation Systems,  Inc. and Subsidiaries as of December 31, 1997 and 1996 and
the related  consolidated  statements of  operations,  changes in  stockholders'
equity and cash flows for the years ended  December  31, 1997 and 1996,  and for
the period from March 7, 1994  (commencement of development stage activities) to
December 31, 1997.  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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Genisys Reservation
Systems,  Inc. and Subsidiaries at December 31, 1997 and 1996 and the results of
their  operations and their cash flows for the years ended December 31, 1997 and
1996, and for the period from March 7, 1994  (commencement of development  stage
activities)  to  December  31,  1997,  in  conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  is a  development  stage  company  and has
suffered recurring losses from operations that raise substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.




                                                WISS & COMPANY, LLP


Livingston, New Jersey
February 5, 1998 (except as to Note 6
 for which the date is March 10, 1998)


                                                          F-2






<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                     GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                     Development Stage Companies
                                     CONSOLIDATED BALANCE SHEETS

                                     ASSETS                                        December 31,
                                                                                1997           1996
CURRENT ASSETS:
Cash and equivalents                                                       $ 2,207,841       $ 91,548
Accounts receivable                                                              8,784              -
Prepaid expenses                                                                 5,127          1,081
                                                                             __________        _______
      Total Current Assets                                                   2,221,752         92,629
                                                                             __________        _______
PROPERTY AND EQUIPMENT                                                         261,643        235,285
OTHER ASSETS:                                                                _________        ________
Computer software costs, less accumulated
  amortization                                                                 581,193        312,171
Deferred offering costs                                                              -        153,210
Debt issue costs, less accumulated amortization                                 26,609         45,393
Deposits and other                                                              61,669         64,910
                                                                              _________      _________
                                                                               669,471        575,684
                                                                            ___________     __________
                                                                            $3,152,866      $ 903,598
                                                                            ===========     ==========
    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Current maturities of long-term debt                                         $ 114,957      $ 161,282
Accounts payable and accrued expenses                                          189,712        304,490
Due to related parties                                                               -         29,652
Accrued interest payable - related parties                                     163,296         95,748
Accrued consulting fees - related parties                                        3,000        101,500
                                                                               ________      _________
      Total Current Liabilities                                                470,965        692,672

LONG-TERM DEBT:
Long-term debt, less current maturities                                        982,742      1,009,757
10% Promissory notes payable                                                         -        563,500
Convertible notes payable                                                           -          30,000
                                                                             __________    ___________
      Total Liabilities                                                      1,453,707      2,295,929
                                                                             __________    ___________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, $.0001 par value: 25,000,000 shares
  authorized; none outstanding                                                       -              -
Common stock, $.0001 par value: 75,000,000 shares
  authorized; 4,355,594 shares (1997) and 3,280,594                                436            328
  shares (1996) issued and outstanding
Additional paid-in capital                                                   4,933,851         252,344
Deficit accumulated during development stage                                (3,235,128)     (1,645,003)
                                                                            ___________     ___________
      Total Stockholders' Equity (Deficiency)                                1,699,159      (1,392,331)
                                                                            ___________     ___________
                                                                            $3,152,866      $ 903,598
                                                                            ==========      ============

See accompanying notes to consolidated financial statements.

                                              F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                            GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                       Development Stage Companies
                             CONSOLIDATED STATEMENTS OF OPERATIONS





                                                                                             Period From
                                                                                           March 7, 1994
                                                                                     (Commencement of Development
                                                                                           Stage Activities) to
                                                    Year Ended December 31,                  December 31,
                                                    ________________________
                                                         1997             1996                1997
                                                    _____________       ________         ______________

SERVICE REVENUES                                        $ 25,863             $ -             $ 25,863
                                                        _________        ________            _________
EXPENSES:
   Cost of services                                       24,992                -              24,992
   General and administrative                          1,318,203          819,205           2,675,899
   Depreciation and amortization                         217,386           97,721             333,894
   Interest expense, net                                  55,407          134,277             226,206
                                                       _________        __________         ___________
                                                       1,615,988        1,051,203           3,260,991
                                                       __________       ___________        ___________
NET LOSS INCURRED DURING THE
   DEVELOPMENT STAGE                                 $(1,590,125)    $ (1,051,203)        $(3,235,128)
                                                     ============     =============      ==============
BASIC AND DILUTED LOSS
 PER COMMON SHARE                                        $ (0.39)         $ (0.36)            $ (1.19)
                                                     =============     =============      ==============
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                           4,121,000        2,904,000           2,725,000
                                                     =============      ============      ==============

See accompanying notes to consolidated financial statements.

                                  F-4
</TABLE>

<PAGE>
                        GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                     Development Stage Companies

  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                            Deficit
                                                                          Accumulated
                                                            Additional     During the
                                           Common Stock       Paid-in     Development
                                       Shares     Par Value    Capital          Stage        Total
                                       ______     _________   _________   _____________     ________
BALANCES, DECEMBER 31, 1995
 (Note 1)                             2,804,866      $ 280      $ 18,639     $ (593,800)   $ (574,881)

YEAR ENDED DECEMBER 31, 1996:
    Issuance of common stock -
      For cash at $2 per share           55,000          6       109,994              -       110,000
      For conversion of stockholder
        note into common stock          420,728         42         6,661              -         6,703
    Contribution to capital by
      stockholder/officer                     -          -        76,700              -        76,700
    Issuance of warrants, less
      related costs                           -          -        10,350              -        10,350
    Common stock (15,000 shares)
      transferred to certain
      employees by a stockholder
      in consideration of services
      rendered at $2 per share               -          -         30,000             -         30,000
    Net loss                                 -          -             -      (1,051,203)   (1,051,203)
                                       __________    _______    _________   ____________   ___________

BALANCES, DECEMBER 31, 1996            3,280,594        328      252,344     (1,645,003)   (1,392,331)

YEAR ENDED DECEMBER 31, 1997:
    Contribution to capital by
      stockholder/officer                     -          -       128,700              -       128,700
    Proceeds from public offering
      of common stock at $5 per
      share and warrants, less
      related costs                    1,035,000       103     4,507,812              -     4,507,915
    Conversion of convertible
      notes into common stock             15,000         2        29,998              -        30,000
    Issuance of common stock
      at $.60 per share upon
      exercise of option                 25,000          3        14,997              -        15,000
    Net loss                                 -          -             -      (1,590,125)   (1,590,125)
                                       __________     ______    _________     __________   ___________

BALANCES, DECEMBER 31, 1997            4,355,594     $ 436     $4,933,851    $(3,235,128)  $1,699,159
                                      ==========     ======    ==========    ===========   ===========


See accompanying notes to consolidated financial statements.
                                                 F-5

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                      GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                  Development Stage Companies
                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                    Period From
                                                                                   March 7, 1994
                                                                                   (Commencement
                                                                                   of Development
                                                                                   Stage Activities)
                                                            Year Ended December 31,to December 31,
                                                               1997         1996             1997
                                                            _________    ___________    ____________
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                $(1,590,125) $(1,051,203)  $(3,235,128)
    Adjustments to reconcile net loss to net
      cash flows from operating activities:
      Depreciation and amortization                           217,387       97,721        333,894
      Contribution to capital of services rendered                  -       30,000         49,600
      Changes in operating assets and liabilities:
        Accounts receivable                                    (8,784)           -         (8,784)
        Prepaid expenses                                       (4,286)        (378)        (5,367)
        Deposits and other                                      3,241      (38,162)       (62,323)
        Accounts payable and accrued expenses                (147,669)     365,630        339,982
                                                           ____________    _________   ___________
         Net cash flows from operating activities          (1,530,236)    (596,392)    (2,588,126)
                                                           ____________    __________  ___________
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of equipment and software                      (457,202)    (327,999)    (1,104,975)
    Acquisition of Prosoft, Inc.                              (34,602)          -         (34,602)
                                                           ___________    _________    ___________
         Net cash flows from investing activities            (491,804)    (327,999)    (1,139,577)
                                                           ___________    __________   ____________
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                5,000            -          5,000
    Payments on long-term debt                                (78,340)           -        (78,340)
    Proceeds from public offering of common
      stock and warrants net of deferred offering costs     4,661,125     (153,210)     4,507,915
    Conversion of convertible notes payable
      to common stock                                          30,000            -         30,000
    Issuance of common stock upon exercise of option           15,000            -         15,000
    Loans and advances from related parties                   (29,652)      10,526              -
    Proceeds from issuance of notes payable                         -      305,000        955,000
    Payments under computer equipment leases                        -      (53,352)       (63,076)
    Proceeds from sale and lease-back                               -      150,162        294,644
    Proceeds on payments of convertible notes                 (30,000)      30,000              -
    Proceeds from sale of common stock                              -      110,000        110,000
    Contribution to capital - stockholder/officer             128,700       76,700        205,400
    Proceeds from issuance of 10% promissory notes
      and related warrants, less related costs                      -      517,500        517,500
    Payments on 10% promissory notes and related
      warrants                                               (563,500)          -        (563,500)
                                                            __________     ________     ___________

         Net cash flows from financing activities           4,138,333      993,326      5,935,543
                                                            __________     ________     _________

NET CHANGE IN CASH AND EQUIVALENTS                          2,116,293       68,935      2,207,841
CASH AND EQUIVALENTS, BEGINNING OF YEAR                        91,548       22,613             -
                                                           ___________    __________  ___________

CASH AND EQUIVALENTS, END OF YEAR                          $2,207,841     $ 91,548    $ 2,207,841
                                                           __________     _________   ___________
SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                            $ 94,822     $ 37,250      $ 140,498
                                                           __________     _________   ___________

    Net liabilities assumed in reverse acquisition               $ -          $ -        $ 14,087
                                                           ___________    _________   ____________
    Conversion of related party debt into common
      stock                                                      $ -       $ 6,703       $ 20,109
                                                           ___________    _________   ____________

See accompanying notes to consolidated financial statements.

                             F-6
</TABLE>

<PAGE>


        GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                     Development Stage Companies

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS






Note 1      History of the Company, Nature of the Business and Summary of
             Significant
                Accounting Policies:

History of the Company and Nature of the Business - Genisys Reservation Systems,
Inc. (the "Company"), formerly Robotic Lasers, Inc., changed to its current name
in July 1996. On August 11, 1995, the Company  acquired  Corporate  Travel Link,
Inc. ("Travel Link") a development stage company, by issuing 1,682,924 shares of
its  restricted  common  stock  in  exchange  for  all of the  then  issued  and
outstanding shares of common stock of Travel Link. For accounting purposes,  the
share exchange  transaction  and combination of Travel Link with the Company has
been treated as a reverse  acquisition  by, and a  recapitalization  of,  Travel
Link. The net assets of the Company of $(14,000) consisted primarily of accounts
payable.  The previous  historical  financial  statements  of the Company are no
longer reported and the financial statements of Travel Link (since its formation
in  March  1994)  are now  reported  as the  historical  consolidated  financial
statements of the Company and its subsidiaries.

Although planned principal operations have commenced,  revenues to date have not
been significant;  accordingly,  the Company and its subsidiaries continue to be
in the  development  stage.  The Company has developed a computerized  limousine
reservation  and  payment  system  for  the  business   traveler.   The  Company
anticipates  that the  proprietary  software  will enable a system of  limousine
reservations   to  be  completely   computerized   and  operate   without  human
intervention, except for the initial inputting of travel information.

In June 1997,  the  Company  acquired  80% of the  outstanding  common  stock of
Prosoft,  Inc.  ("Prosoft")  for an aggregate  purchase  price of $34,602.  This
transaction  has been accounted for as purchase and is included in the Company's
consolidated  financial  statements  as of the date of  acquisition.  The assets
acquired  consist  principally  of  equipment.  Pro forma  results  assuming the
acquisition  had  occurred as of January  1,1996 have not been  presented as the
acquisition was not deemed significant.

Estimates  and  Uncertainties  - 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 the  reported  amounts of revenues  and expenses
during the  reporting  period.  Actual  results,  as determined at a later date,
could differ from those estimates.

                                                          F-7


<PAGE>

             GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                Development Stage Companies

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Principles of Consolidation - The consolidated  financial statements include the
accounts  of the  Company  and its  wholly-owned  subsidiaries,  Travel Link and
Prosoft.  All  significant  intercompany  transactions  and  accounts  have been
eliminated in consolidation.

Financial  Instruments  - Financial  instruments  include cash and  equivalents,
other assets, accounts payable, accrued expenses and long-term debt. The amounts
reported  for   financial   instruments   are   considered   to  be   reasonable
approximations of their fair values,  based on market  information  available to
management.

Cash and Equivalents - The Company  considers all highly liquid debt instruments
purchased  with  an  original  maturity  of  three  months  or  less  to be cash
equivalents.

Concentration  of Credit  Risk - The  Company  maintains  its cash  balances  in
several financial institutions.  The accounts at each institution are insured by
the Federal Deposit Insurance  Corporation up to $100,000.  At December 31,1997,
the Company had no uninsured  cash  balances,  as  approximately  $2,125,000 was
invested in an insured money market fund.

Property  and  Equipment  -  Property  and  equipment  is  stated  at  cost  and
depreciated  using the  straight-line  method over an estimated useful life of 5
years.

Computer  Software  Costs  Relating to  Reservation  and  Payment  Systems - The
Company  capitalizes  the direct  costs of  materials  and services and interest
consumed in the development of the Genisys  Reservation and Payment System. Such
costs are being amortized on a straight-line basis over three years,  subject to
periodic evaluation for impairment. It is reasonably possible that the remaining
economic  life of these systems will be reduced  significantly  in the near term
due to  competitive  developments.  As a result,  the  carrying  amounts  of the
Genisys  Reservation  and Payment  System may be reduced  materially in the near
term.

The Company  believes that Statement of Position 98-1,  expected to be issued in
March 1998,  will have no material  effect on its financial  statements,  as the
policies  presently  being  used by the  Company  substantially  conform  to the
related Exposure Draft.

Debt  Discount and Debt Issue Costs - Costs  related to the issuance of debt are
capitalized  and amortized over the term of the related debt as an adjustment to
interest expense.

                                                          F-8


<PAGE>

                      GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                              Development Stage Companies
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Income Taxes - Deferred tax assets and  liabilities  are computed for  temporary
differences  between  the  financial  statement  and tax  bases  of  assets  and
liabilities  that will  result in  taxable or  deductible  amounts in the future
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
temporary   differences  are  expected  to  affect  taxable  income.   Valuation
allowances are  established  when necessary to reduce deferred tax assets to the
amount expected to be realized.

Stock Based Compensation - Statement of Financial  Accounting  Standards No. 123
"Accounting for Stock-Based  Compensation," ("FAS 123") encourages, but does not
require  companies  to record  compensation  cost at fair value for stock- based
employee  compensation  plans. The Company has chosen to continue to account for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  Interpretations.  Accordingly,  compensation  cost for
options granted by the Company is measured as the excess,  if any, of the quoted
market price of the Company's  stock at the date of the grant over the amount an
employee  must pay to acquire the stock.  Since the  exercise  price  equaled or
exceeded the estimated fair value of the underlying shares at the date of grant,
no compensation was recognized in 1997 and 1996.

Had  compensation  cost been based upon the fair value of the option on the date
of grant, as prescribed by FAS 123, the Company's proforma net loss and net loss
per share would have been  approximately  $(2,801,000)  ($.68 per share) in 1997
and approximately  $(1,086,000)  ($.37 per share) in 1996. The fair value of the
options  were  estimated  at the date of grant  using the  Black-Scholes  option
pricing model with the  following  weighted-average  assumptions,  respectively:
risk-free interest rates of 5.0%, dividend yield of 0.0% volatility factor equal
to 59.2% and an expected life equaling the options exercise periods.

Net Loss Per  Common  Share - As of  December  31,  1997,  the  Company  adopted
Statement of Financial  Accounting  Standards No. 128 "Earnings Per share" which
had no effect on loss per share as previously reported.  Basic loss per share is
based upon the weighted average number of outstanding  common shares. The shares
issuable  upon  the  exercise  of  outstanding  warrants  and  options  or  upon
conversion  of  outstanding  debt have been  excluded  since the effect would be
antidilutive, due to net losses for all periods presented;  accordingly, diluted
loss per share is the same as basic loss per share for all periods reported.

Note 2 Operating and Liquidity Difficulties and Management's Plans to Overcome:

The accompanying  financial statements of the Company have been presented on the
basis that it is a going concern,  which  contemplates the realization of assets
and the  satisfaction  of  liabilities  in the normal  course of  business.  The
Company has reported net losses since inception and expects to incur  additional

                                 F-9

<PAGE>
                          GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                   DEVELOPMENT STAGE COMPANIES
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

operating  losses  over  the  next  several  quarters.   The  Company  has  also
experienced liquidity difficulties since inception, and in order to continue the
marketing and sales efforts of the Company's  reservation and payment system may
need  additional  financing.  The  Company has  financed  its  operations  since
inception  with  the  proceeds  from the  issuance  of  long-term  debt and more
recently,  with the proceeds  from its public  offering and loans from a related
party.

Since  inception,  the  operations  of the Company  have been  limited to market
research and  developing a software and hardware  system for  computerizing  the
limousine   reservation  and  payment  system.   The  development  of  both  the
reservation  and  payment  systems  have  been  completed  and the  Company  has
commenced  generating  limited  revenues.  No  assurance  can be given  that the
Company's reservation and payment system will achieve commercial feasibility.

The  Company's  working  capital and its capital  requirements  will depend upon
numerous factors,  including,  without limitation, the progress of the Company's
system  modifications,  competition,  industry  technological  advances  and the
ability of the Company to market its limousine  reservation  system. The Company
will  require  additional  significant  financing  to market the  system,  cover
anticipated  losses and sustain  operations in 1998 and beyond and, in addition,
to satisfy the repayment of long-term  debt.  There can be no assurance that the
financing needed for attaining commercial viability of the Company's reservation
and  payment  system  will be  obtained.  If the  Company  is  unable  to  raise
sufficient  capital,  it will delay and could prevent the  Company's  ability to
bring the reservation and payment systems to market.

Although  management  believes  that the Company  has  sufficient  resources  to
provide for its planned operations over the next twelve months,  there can be no
assurance that its resources will be adequate for this period.

Reference should be made to  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations"  included  elsewhere  herein for additional
information.

Note 3      Property and Equipment:

Property and equipment at December 31, 1997 and 1996 are summarized as follows:

                                                December 31,
                                               1997        1996
                                             _________    _______

            Computer equipment               $349,075     $296,009
            Furniture and fixtures             46,392        4,378
                                             _________    _________

                                              395,467      300,387
            Less: Accumulated depreciation    133,824       65,102
                                             _________     ________

                                             $ 261,643     $235,285
                                             =========     ========

                                        F-10
<PAGE>
                          GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                   DEVELOPMENT STAGE COMPANIES
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4      Long-term Debt:

Notes Payable - Stockholder - A Term Promissory Note in the principal  amount of
$475,000 and an  additional  Term  Promissory  Note in the  principal  amount of
$237,500 have been modified. Such Notes provide for accrued interest at the rate
of 9%  per annum payable  quarterly  commencing  September  1997  and  unless
previously  converted,  the  principal  amount  of each  note is to be repaid in
twelve quarterly installments,  commencing September 1, 1998, or on such earlier
date as such notes provide.  The notes and the unpaid interest  accrued thereon,
are  convertible  at the sole  option  of the  holder  into  shares  of Series A
Preferred Stock of the Company at a conversion price of $2.125 per share.

The Term  Promissory Note in the amount of $25,000 and an additional Note in the
amount  of  $12,500  issued  in  December  1995 and  discussed  below  have been
modified.  Such notes  provide for accrued  interest at the rate of 9% per annum
payable quarterly  commencing September 1997 and unless previously converted the
principal  amount  of each  note  is to be  repaid  in  twelve  equal  quarterly
installments,  commencing  September  1, 1998,  or on such  earlier date as such
notes provide.  The notes are  convertible at the sole option of the holder into
an aggregate of 400,000 common shares of the Company.

Total borrowings from the stockholder totalled $750,000 at December 31, 1997 and
1996 and accrued  interest was $140,594 and $94,003,  respectively.  The Company
has not paid any interest under these loan agreements to date.

Notes Payable - Related Party - During  November and December  1996, the Company
and Loeb Holding  Corporation  signed four eighteen (18) month  Promissory Notes
whereby  Loeb  Holding  Corporation  loaned  the  Company  the sums of  $75,000,
$30,000,  $10,000 and $95,000 (totalling  $210,000).  The Promissory Notes which
have been  modified and bear  interest at 10% mature on  September 1, 1998.  The
Promissory Notes and any unpaid interest accrued thereon, are convertible at the
sole option of the holder into shares of Series A Preferred Stock of the Company
at a conversion price of $2.125 per share.

Capital Leases - In September 1995,  January 1996 and December 1996, the Company
entered into sale and lease-back  arrangements whereby the Company sold the bulk
of its computer  hardware and  commercially  purchased  software to a lessor for
amounts  totalling  $295,000 and agreed to lease back such equipment for initial
terms ranging from 24 to 30 months. The net book value of capitalized  equipment
at December 31, 1997 and 1996 is approximately

                                                          F-11


<PAGE>

            GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                      Development Stage Companies
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  $230,000 and $220,000, respectively.  The obligations under these leases at
                December 31, 1997 are summarized as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                   Imputed
                                                                                   Interest
                                    Description                                     Rate
                                    ____________                                   _______

                Capital leases payable in monthly installments
                   totalling $10,276 through various expiration                     25.4%
                   dates, collateralized by the computer                             to
                   equipment and software                                           26.6%              $186,438
                Less: Amount representing interest                                                       39,085
                                                                                                       _________

                Present value of minimum lease payments                                                 147,353
                Less: Current maturities                                                                 81,957
                                                                                                       _________

                                                                                                        $65,396
                                                                                                        ========

                Summary of long-term debt:


                                                                                      December 31,

                                                                                      1997               1996
                                                                                      _____              _____
                Notes payable - stockholder, less unamortized
                 debt discount of $9,654 and $15,529 in 1997
                 and 1996, respectively                                            $740,346           $734,471
                Notes payable - related party                                       210,000            205,000
                Capital leases                                                      147,353            231,568
                                                                                  __________         __________
                                                                                  1,097,699          1,171,039
                Less:  Current maturities                                           514,957            161,282
                                                                                  __________        ___________
                                                                                   $582,742         $1,009,757
                                                                                  ==========        ===========

                Long-term debt matures as follows:


                     Year Ending December 31,
                     ________________________
                               1998                                               $514,957
                               1999                                                295,552
                               2000                                                224,815
                               2001                                                 62,375
                                                                                ___________
                                                                                $1,097,699
                                                                                ===========
</TABLE>

Note 5     Income Taxes:

Deferred income taxes reflect the net effects of temporary  differences  between
the amounts of assets and liabilities for financial  reporting  purposes and the
amounts used for income tax purposes.  The principal temporary difference arises
from net  operating  loss  carryforwards  and results in a deferred tax asset of
approximately $1,300,000 at December 31, 1997.

                                       F-12
<PAGE>

                          GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                   DEVELOPMENT STAGE COMPANIES
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A  valuation  allowance  is  provided  when it is more likely than not that some
portion  of the  deferred  tax  asset  will not be  realized.  The  Company  has
determined,  based on its recurring net losses, and it being a development stage
company, that a full valuation allowance is appropriate at December 31, 1997.

A  reconciliation  of the provision  (benefit) for income taxes  computed at the
federal statutory rate of 34% and the effective tax rate of income (loss) before
income taxes is as follows:

                                               Year Ended December 31,
                                              1997                1996
                                             _________       ___________
Computed tax benefit on net loss at
federal statutory rate                       $(550,000)           $(347,000)
State income tax benefit, net of federal
income tax effect                             (100,000)             (61,000)
Tax effect of net operating losses not
currently usable                               650,000              408,000
                                             __________           __________
Provision (benefit) for income taxes          $   -                $    -
                                             ===========         ============

At December  31,  1997,  the Company had net  operating  loss  carryforwards  of
approximately $3,300,000 expiring through 2012.

Current tax law limits the use of net operating loss  carryforwards  after there
has been a  substantial  change in ownership  (as  defined)  during a three year
period.  Because of the possible future changes in common stock  ownership,  the
use of the  Company's  net  operating  loss  carryforwards  may be subject to an
annual  limitation.  To the extent amounts available under the annual limitation
are not used, they may be carried forward for the remainder of 15 years from the
year the losses were originally incurred.

Note 6     Stockholders' Equity:

Preferred  Stock - The Company's  Certificate  of  Incorporation  authorizes the
issuance of up to 25,000,000  shares of Preferred  Stock. On March 10, 1998, the
Board of Directors  designated  706,000 shares of Series A Preferred Stock which
are convertible,  in whole or in part, into fully paid and nonassessable  Common
Shares on a one-for-one  basis at the option of the respective  holders thereof.
The Series A Preferred  Stock is not entitled to the payment of  dividends.  The
Company,  at its sole option, has the right to redeem all or, from time to time,
any  number of the then  outstanding  shares of  Series A  Preferred  Stock at a
redemption  price  of  $2.125  per  share  plus a 10% per year  increase  in the
redemption rate.

                                   F-13


<PAGE>

              GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                  Development Stage Companies

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





The Board of Directors is  authorized  to issue  additional  shares of Preferred
Stock from time to time in one or more series and to establish and designate any
such series and to fix the number of shares and the relative  conversion rights,
voting rights, terms of redemption and liquidation.

In March  1998,  the holder of the notes  converted  $400,000  of the  principal
amount of such notes into 188,235 shares of the Series A Preferred  Stock of the
Company.

The  following  schedule  gives the pro forma  effects to the  December 31, 1997
consolidated  balance sheet as if the March 1998  conversion  had occurred as of
that date:



Current maturities of long-term debt                                   $114,957
Long-term debt, less current maturities                                 582,742
Total liabilities                                                     1,053,707
Preferred stock                                                         400,000
Total Stockholders' Equity                                            2,099,159


Sales of Common  Stock - During the quarter  ended March 31,  1996,  the Company
sold  5,000  shares  of its  restricted  common  stock to a former  officer  and
director  of the Company for  $10,000.  In  addition,  the Company  sold,  to an
unaffiliated private investor,  25,000 shares of its restricted common stock for
$50,000.  In November  1996,  the Company  sold 25,000  shares of the  Company's
restricted common stock to another unaffiliated party for $50,000.

Public  Offering - On March 26, 1997, the Company  consummated a public offering
of its  securities  consisting of 1,035,000  shares of common  stock,  1,725,000
Class A Redeemable  Warrants and  1,035,000  Class B Redeemable  Warrants.  Each
redeemable  warrant  is  exercisable  for  a  period  of 48  months,  commencing
September  20, 1997 and entitles the holder to acquire one share of common stock
at $5.75 (Class A) or $6.75 (Class B) per share.  Commencing March 20, 1998, the
Company will have the right at any time to redeem all, but not less than all, of
the Class A or Class B warrants at a price equal to $.20 per Class A warrant and
$.10 per Class B  warrant,  provided  that the  closing  bid price of the common
stock  equals or exceeds  $6.25  (Class A) or $7.25  (Class B) per share for any
twenty trading days within a period of thirty consecutive trading days ending on
the fifth trading day prior to the date of the notice of redemption.

Stock Splits - In July 1996, the Company's  stockholders  approved a one for two
reverse stock split which has been  retroactively  reflected in the accompanying
consolidated financial statements.

                              F-14
<PAGE>
                           GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                   DEVELOPMENT STAGE COMPANIES
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Private  Offering -  Pursuant  to a private  offering  totalling  $575,000,  the
Company  issued  11.5 units to various  unrelated  parties in May and June 1996.
Each $50,000 unit  consists of a $49,000  three-year  promissory  note  (bearing
interest  at 10% per  annum)  and a Class A  redeemable  common  stock  purchase
warrant valued at $1,000 per unit. Each warrant  entitles the holder to purchase
25,000  shares of the  Company's  common  stock at $5.75 per share  resulting in
Class A Redeemable  Warrants to purchase  287,500 shares of the Company's common
stock being issued.

Cancellation  of Shares - In August  1996,  the Company  gave notice to a former
officer and director of the Company that it was cancelling the 333,216 shares of
its common stock which had been issued to the former officer in connection  with
services to be provided  at the  inception  of Travel  Link.  Such  cancellation
relates to various  claims  made by the Company  against the former  officer and
failure to provide services to the Company. The former officer has contested the
attempt by the Company to cancel his shares.  Pending return of the shares, they
are considered  outstanding for all periods  presented  herein.  (See Note 7 for
information concerning litigation commenced by the former officer.)

                Warrants and Options:

Non-incentive  Options - In  August  1995,  the  Company  granted  an option to
purchase  25,000 shares of its common stock to an officer,  exercisable  at $.60
per share through August 2000. In November  1995, the Company  granted an option
to purchase 35,000 shares of its common stock to the same officer exercisable at
$2 per share through November 2001.

In connection  with the leases  described in Note 4, the Company  granted to the
lessor warrants to purchase a 22,098 shares of common stock at an exercise price
of $2 per share.

In May 1997, the Company  granted to each of the two minority owners of Prosoft,
non-incentive  stock  options to purchase  40,000  shares of common  stock.  The
options expire five years from the date of grant and are immediately exercisable
at $8.625. In December 1997, the Company's Board of Directors resolved to modify
the options to purchase  80,000 shares of the Company's  common stock granted in
May 1997 to an exercise price of $6.00 per share with three year vesting through
September 2000. On May 29, 1997, an officer of the Company exercised options for
25,000 shares of common stock at $.60 per shares, resulting in total proceeds of
$15,000.

                                   F-15


<PAGE>

                      GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                               Development Stage Companies

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Incentive  Options - Effective May 12, 1997,  the  Company's  Board of Directors
approved the Genisys Reservation  Systems,  Inc. 1997 Stock Incentive Plan, (the
"Plan").  Information on incentive stock options  activity for this Plan for the
year ended December 31, 1997 is as follows:
                                                                    Weighted -
                                                  Shares            Average
                                                  Under             Exercise
                                                  Option            Price
                                                  ______            ________

            Balance, beginning of year              -               $   -
                    Options granted               374,000             6.14
                    Options exercised                -                  -
                    Options cancelled                -                  -
                                                  ________          ________
                    Balance, end of year          374,000            $6.14
                                                  ========          ========
            Options exercisable, end of year      374,000            $6.14
                                                  ========          ========

Contribution  to Capital - During the year ended  December 31, 1996, in order to
raise  additional  working  capital,  the Company's former President sold 37,600
shares  of  restricted  common  stock of the  Company  owned by him to  nineteen
unaffiliated  third parties at prices  ranging from $2.00 to $2.50 per share for
total  proceeds of $76,700.  Such  proceeds  were remitted to the Company in the
form of a capital contribution.

In  February  1997,  the former  President  of the  Company  sold  shares of the
Company's  restricted common stock owned by him and simultaneously  remitted the
proceeds  of $19,700 to the Company in the form of a capital  contribution.  The
Company's  former  Executive Vice President,  using his own shares of restricted
common stock of the Company,  has reimbursed the Company's  former President for
one-half of the number of shares he sold.

On July 28, 1997,  the Company's  former  President and former  Executive  Vice-
President each contributed  14,553 shares of the Company's common stock,  valued
at a total of $109,000,  to Prosoft for payment for computer software design and
other  consulting  services  provided to the Company.  The Company has agreed to
issue  an  equal  number  of new  shares  of  restricted  common  stock  to such
stockholders in six equal installments, if the Company meets certain performance
criteria on six specified dates.

                                                          F-16


<PAGE>

                     GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                  Development Stage Companies

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7     Commitments and Contingencies:

Leases - The  Company  leases its  administrative  facilities  under a five-year
lease   expiring  in  March  2002.   The  lease  provides  for  annual  rent  of
approximately $45,000. The Company also has an office lease expiring in November
2002 which provides for annual rent of approximately $23,500.

Rent expense  totalled  $52,900 and $26,000 for the year ended December 31, 1997
and 1996, respectively.

Consulting  Agreements  - The Company  entered  into a  consulting  agreement in
October 1996 with a director,  who formerly  served as the  Company's  Executive
Vice-President.  The agreement  provides for monthly  consulting  fees of $6,500
through  February 1997 and $8,400 per month  thereafter,  until  modified by the
Company.  Fees during 1997 and 1996 pursuant to this agreement  totalled $97,000
and $16,000,  respectively.  The  consulting  agreement was terminated by mutual
agreement  on May 1,  1997,  at  which  time  the  former  officer  resumed  his
employment with the Company.

In September 1995, the Company  entered into a three year  consulting  agreement
with an investment banking firm whose managing director is a stockholder and the
Chairman of the Board of Directors of the Company.  The agreement provides for a
consulting  fee of $3,000 per month and has been  extended by the Company for an
additional three year period. Accrued consulting fees for the investment banking
firm were $3,000 and $36,000 at December 31, 1997 and 1996,  respectively.  Also
included in accrued  consulting  fees in 1996 is $49,500 of fees for  consulting
services provided to the Company by its current Chief Financial Officer.

Contingencies  - On February 20, 1997, two  individuals  filed an action against
the Company and Travel Link in the Superior Court of New Jersey  seeking,  among
other  things,  damages in the amount of 8% of any  financing  secured by Travel
Link  resulting  from the  Plaintiff's  efforts  as well as 5% of the  Company's
Common  Stock  allegedly  due for  services  rendered  in  connection  with  the
Company's  acquisition of Travel Link in 1995. The claim for monetary damages is
based upon an alleged  written  agreement  between  Travel Link and  plaintiffs,
while the  claim for the  shares of the  Company's  Common  Stock is based  upon
alleged oral  representations  and promises  made by a former  officer of Travel
Link.  Management believes that the plaintiffs have not introduced any financing
to the  Company and intends to  vigorously  defend the action.  On March 4, 1998
Travel  Link  filed  an  application  with  the  Court  to  assert  a claim  for
indemnification  against the two individuals,  two former directors and officers
of Travel  Link and the  Company,  and a current  director  and  employee of the
Company and Travel Link,  based upon a 1995 agreement  whereby such  individuals
agreed  to hold  Loeb  Holding  Corporation  and  Travel  Link  harmless  and to
indemnify them from any and all claims or liabilities for brokerage  commissions

                                         F-17
<PAGE>

                          GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                   DEVELOPMENT STAGE COMPANIES
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


or finder's fees incurred by reason of any action taken by it or them, including
the claims of the plaintiffs in this action. No assurances can be given that the
Company will prevail in this matter.

On April 17, 1997, a former officer of the Company filed an action in the United
States District Court, District of New Jersey, against the Company, Travel Link,
the  officers of both  companies,  and various  related  and  unrelated  parties
seeking among other things a declaratory judgment that the former officer is the
owner of the 333,216 shares of Common Stock of the Company which had been issued
to him at the inception of Travel Link for services he was to have provided (see
Note 6) and for  unspecified  compensatory  and  punitive  damages.  The Company
believes that the plaintiff's claims are without merit and intends to vigorously
defend the action  and to assert  numerous  defenses  and  counterclaims  in its
answer.

On December 23, 1997, an individual filed an action in the Superior Court of New
Jersey  against the Company and the former  President of the  Company,  alleging
that the former  President of the Company induced such person to leave her place
of employment to assume  employment  with the Company.  The claim seeks monetary
damages  based upon an oral  promise of  employment  allegedly  made by the same
officer of the  Company.  The Company  believes  that the  plaintiff's  claim is
without merit and intends to vigorously defend the action and to assert numerous
defenses in its answer.



                                                          F-18

<PAGE>


                                SIGNATURES


         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        GENISYS RESERVATION SYSTEMS, INC.



March 30, 1998                       By:  /s/ Lawrence E. Burk
                                          President & Chief Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report  signed below by the following  persons on behalf of the  Registrant
and in the capacities and on the dates indicated.


/s/ Lawrence E. Burk      President, Chief Executive
                          Officer, and Director           March 30,  1998
Lawrence E. Burk



/s/ John H. Wasko         Secretary, Treasurer,
                           Chief Financial                March 30, 1998
John H. Wasko             Officer and Director



/s/ Warren D. Bagagtelle     Chairman and Director        March 30, 1998
Warren D. Bagatelle



/s/ Mark A. Kenny            Director                     March 30, 1998
Mark A. Kenny



/s/ David W. Sass            Director                    March 30, 1998
David W. Sass



/s/ S. Charles Tabak      Director                       March 30, 1998
S. Charles Tabak