SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 [FEE REQUIRED]
    For the fiscal year ended December 31, 1997

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [NO FEE REQUIRED]
    For the transition period from ____________________ to _____________________

Commission file number 1-13271

                            800 TRAVEL SYSTEMS, INC.
                (Name of registrant as specified in its charter)

                Delaware                             59-3343338
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)              Identification No.)

            4802 Gunn Highway
             Tampa, Florida                             33624
(Address of principal executive offices)             (Zip Code)

    Registrant's telephone number, including area code: (813) 908-0903

Securities registered under Section 12(b) of the Securities Exchange Act of
1934:

                                                   Name of each exchange
              Title of Each Class                   on which registered
              -------------------                   -------------------

         Common Stock, $0.01 par value             Boston Stock Exchange
   Redeemable Common Stock Purchase Warrants       Boston Stock Exchange


                Securities registered under Section 12(g) of the
                        Securities Exchange Act of 1934:

                               Title of Each Class

                                      None

         Check 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
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. |X| Yes |_| No

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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-KSB or any amendment to
this Form 10-KSB |_| Yes |X| No

         The revenues of registrant for the fiscal year ended December 31, 1997
were approximately $8,321,000.

         The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of March 25, 1998, was approximately $9,300,000 based upon
a last sales price of $1.5625.

         As of March 25, 1998, there were 7,508,427 shares of the registrant's
Common Stock outstanding.

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

         800 Travel Systems, Inc. (the "Company") is among the 100 largest
independent travel agencies in the United States. The Company provides
low-priced airline tickets for domestic and international travel to its
customers through its easy-to-remember, toll-free numbers "1-800-LOW-AIR-FARE"
(1-800-569-2473) and "1-800-FLY-4-LESS" (1-800-359-4537). The Company has
approximately 145 reservation agents and operates 365 days a year out of the
Company's reservation centers in Tampa, Florida and San Diego, California. The
Company strives to provide its customers with the lowest-priced airfare
available for a particular travel route at the time of reservation by utilizing
the SABRE travel reservation system. The Company estimates it receives an
average of 12,500 calls per day (including repeat calls from callers unable to
be serviced or calling to confirm reservations) at its reservation centers, of
which the Company has the current capacity to answer only approximately 5,000.
The Company is using part of the proceeds of its initial public offering
consummated in January 1998 to expedite the training of additional reservation
agents. See "- The Initial Public Offering." The Company already has the
equipment and infrastructure necessary to answer all the calls it is currently
unable to answer.

         The Company's operations generate revenues principally from (i) the
commissions on air travel tickets, (ii) override commissions on air travel
tickets the Company books on Continental, United, Northwest, TWA, Carnival,
America West, America Trans Air, Trans Brazil, Mexicana and Korean airlines,
(iii) segment incentives under its contract with SABRE, (iv) co-op promotions
with other suppliers of travel-related products and services, such as
long-distance telephone companies, car rental companies and hotels, and (v)
service fees that it charges its customers.

         The Company markets its services primarily by advertising in Yellow
Pages covering those standard metropolitan areas in the continental United
States ("SMA's") with populations whose general travel profiles are attractive
to the Company. The Company also maintains a home page on the World Wide Web
(www.lowairfare.com) which enables its customers to access its customized Turbo
SABRE system through their personal computers.

The Initial Public Offering

         In January 1998 the Company completed an initial public offering (the
"IPO") in which it sold to the public 1,350,000 shares of its Common Stock and
3,105,000 Redeemable Common Stock Purchase Warrants (the "Warrants") including
405,000 Warrants purchased pursuant to the underwriters over-allotment option.
The gross proceeds of the IPO were approximately $7,138,000.

The Stevens Merger

         Simultaneously with the closing of the IPO, the Company completed the
acquisition by merger of the Joseph Stevens Group, Inc. ("Stevens"). Stevens' 50
reservation agents provided airline tickets for domestic and international
travel to consumers through its "1-800-FLY-4-LESS" (1-800-359-4537) toll-free
number.

         In consideration for all of the outstanding capital stock of Stevens,
pursuant to the Merger Agreement among the Company, Stevens and the Joseph
Stevens Group, LLC ("JSG"), the sole shareholder of Stevens (the "Merger
Agreement"), the Company issued to JSG (i) 383,333 shares of Common Stock, (ii)
250,000 warrants identical to those sold in the IPO and (iii) a promissory note
in the amount of approximately $1.6 million which has subsequently been paid. In
addition the Company agreed that if on the second anniversary of the closing of
the IPO the value of the portion of the 383,333 shares issued to JSG then held
by JSG, together with the value of any consideration received for shares no
longer held by JSG, was less then


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<PAGE>

$2,571,429, the Company would issue to JSG such number of shares of the
Company's Common Stock, based upon its then bid price, to make up the deficiency
(the "Make-Whole Rights").

         Subsequent to completion of the Merger, the Company entered into an
agreement with JSG whereby JSG forfeited its Make-Whole Rights and returned
184,615 shares of Common Stock to the Company for $558,000. In addition, the
Company concurrently agreed to close on the purchase of certain equipment
located in Stevens' office and assume certain equipment leases for an additional
$240,000. As part of this agreement, the Company obtained JSG's agreement not to
sell on the open market any of its shares of the Company's Common Stock prior to
January 1, 1999.

Operating Strategy

         The Company's current operating strategy is to (i) strive to provide
its customers with the lowest-priced airfare available for a particular travel
route at the time of reservation on those airlines whose tickets the Company
sells, (ii) focus on consumer air travel, which the Company believes is the most
profitable segment of the travel industry, (iii) provide convenient, quick
service to its customers, (iv) maintain low operating costs by utilizing only
two operating facilities, (v) use state-of-the-art technology to maximize
operating efficiencies, (vi) constantly review and update its relationships with
major airlines and SABRE to obtain favorable commission structures, and (vii)
provide incentives to its sales force through a performance-based compensation
structure. The Company believes that this strategy distinguishes it from most
travel agencies in the United States, and that significant internal growth
opportunities exist as (x) customers' demand for low-price air travel remains
unsatisfied through traditional sources and (y) technological developments in
the area of information processing enable increasingly efficient global
distribution of travel information.

Low-Priced Airfare on Major Airlines

         The Company strives to provide its customers with the lowest-priced
airfare available for a particular travel route at the time of the reservation
on those airlines whose tickets the Company sells (which includes most major
U.S. and international airlines), using the comprehensive ticket information
available on its customized Turbo SABRE system. The Company's SABRE system
provides the operating reservation agent, within two or three seconds of a
request for a particular route, up to 900 ticket options ranked in order of
price. The reservation agent can then offer ticket options in ascending order of
price until the customer chooses a suitable carrier and departure time. In
contrast, airlines typically quote only their own fares and often quote highest
fares first to avoid selling the lowest-priced tickets. The Company's operating
strategy is based on generating large sales volume rather than on high margins
on individual tickets. The Company's customers generally have one objective --
lowest-priced airfares - and the Company's strategy allows it to satisfy its
customers' demands for low airfares while obtaining higher commissions and
additional incentives for higher volumes. The Company believes that its ability
to provide low-priced airfare on the airlines whose tickets it sells (which is
almost always lower than the lowest fare published by that airline) provides a
distinct competitive advantage in attracting and retaining customers.

Sell Tickets of Almost All Major Airlines

         The Company sells tickets for a large number of major U.S. and
international airlines. The Company is authorized to sell tickets on behalf of
all major domestic airlines including Continental, United, Northwest, TWA,
American, Alaska, Delta, Midway, Southwest and America West, but not U.S.
Airways. The Company intends to promptly commence negotiations with U. S.
Airways to become authorized to sell tickets on its behalf. Because of Delta
Airlines' pricing and commission policies, the volume of Delta tickets sold by
the Company is not commensurate with Delta's position in the airline industry.
The Company constantly monitors and periodically revisits its existing
relationships with individual airlines, and attempts to establish new
relationships with other airlines, as part of its general strategy of keeping
abreast of market conditions and industry trends.


                                      -3-
<PAGE>

Focus on Consumer Air Travel

         The Company believes that consumer air travel is the most profitable
segment of the travel industry, and that it can compete effectively in this
segment because of its high technology, telemarketing approach to the consumer
air travel business and the resulting efficiencies. The Company considers the
consumer market to include any person who pays for his or her own travel
expense, regardless of the purpose of the travel, as opposed to business
travelers whose employers pay for their travel expenses. However, the Company
does sell to certain customers who purchase air travel for business purposes
which is paid for by their employers.

         The Company believes that its reservation agents require substantially
less time to book reservations because (i) all the information they need is
immediately available and the necessary steps can be conducted on their computer
screens, and (ii) the Company's services are focused on air travel, which does
not require research or follow-up work and can be completed in one phone call,
in contrast to the more time-consuming arrangements for hotel and car-rental
reservations. Consequently, the Company believes that the hourly dollar value of
bookings confirmed by its reservation agents are above the industry average. The
Company strives to increase its reservation agents' booking rates by rewarding
reservation agents with commissions for weekly sales in excess of various
levels.

Convenient Service

         The Company believes that a significant factor in a customer's decision
to purchase air travel is the convenience of service. The Company believes that
the convenience of its service compares favorably to that of its competitors
because (i) its reservation agents provide immediate and comprehensive
information, and (ii) if purchased early enough, tickets are delivered the next
day. The Company's telemarketing service, coupled with its delivery of tickets
by next-day courier, eliminates the need for customers to visit a travel agency.
The Company offers one source for the lowest-priced airfare available, thus
eliminating the need for the customer to call several air carriers or travel
agents. In addition, the easy-to-remember "1-800-LOW-AIR-FARE" and
"1-800-FLY-4-LESS" names and associated numbers, "1-800-569-2473" and
"1-800-359-4537" facilitate repeat calls from customers who may call on
subsequent occasions from other locations where the area code may be different
or where they may not have access to a Yellow Pages directory. See "- Growth
Strategy -- Internal Growth."

Low Operating Costs

         The Company seeks to have the lowest margin of operating costs in the
travel agency industry. The Company minimizes its operating costs by processing
all of its customer reservations and purchases through two centralized
facilities, rather than duplicating its financial and management resources at a
number of locations. Since its customers do not physically visit the Company's
reservation centers in Tampa or San Diego, the Company did not construct the
more expensive locations that traditional travel agents do. Similarly, the
Company does not need to incur the expense of furnishing its reservation
facilities to accommodate customers, but rather maintains functional reservation
centers geared toward maximizing the number of reservation agents that can
operate at any one time. The Company also minimizes its operating costs by
basing its marketing strategy on advertising through Yellow Pages directories in
those SMA's with populations whose general travel profiles are attractive to the
Company, which the Company believes is the most cost-effective method of
advertising available. See "-- Marketing." The Company also minimizes its costs
by contracting for its employees through a professional employee leasing
organization. All of the Company's workers (other than management) are retained
on an hourly basis through such services. The Company is responsible for
training and supervising the job performance of worksite employees. The Company
has determined that it is more economical to contract with employee providers
than to employ such hourly workers itself.


                                      -4-
<PAGE>

State-of-the-Art Technology

         The Company uses state-of-the-art computer technology available to
access all the major U.S. and international air carriers' routes and fares. Each
of the Company's reservation agents operates a SABRE computer terminal and
headset. The Company has significantly customized the Turbo SABRE system
specifically for the Company's specific purposes and uses. As a result, the
Company's reservation agents have fewer procedures to master and therefore are
trained and become proficient on the Company's reservation system more quickly,
thus incurring lower training expenses.

Review and Update Relationships with Airlines

         The Company's management constantly reviews and updates its
relationship with the major airlines and SABRE in order to obtain a favorable
commission structure. The Company believes that as a result of such efforts, the
Company has been able to obtain commission structures that are more favorable
than those obtained by travel agents generally. See "-- Operations; Standard
Commissions" and "--; Override Commissions."

Employee Incentives

         The Company's reservation agents are organized into teams of
approximately 20 reservation agents under one supervisor. The reservation agents
earn a base salary and commission, each of which is dependent upon the volume of
sales generated by an agent within a moving, historic measuring period. The team
supervisors, in turn, are paid based on the average sales of their team. The
Company believes that this performance-based compensation structure enables it
to retain and constantly motivate the best-performing reservation agents.

Growth Strategy

         The Company has a three-point growth strategy:

o Internal Growth.

         The Company's reservation centers are currently operating at less than
maximum capacity because the Company can add up to 40 reservation agents a month
while maintaining the quality of its customer service and operating
efficiencies. Consequently, of the 12,500 calls per day (including repeat calls
from callers unable to be serviced) the Company estimates it receives on average
at both reservation centers, the Company's approximately 145 reservation agents
currently can answer only an average of approximately 5,000 calls. Using part of
the proceeds of the IPO, the Company believes it can grow substantially over the
next twenty-four months as it adds additional personnel. The Company's Tampa and
the San Diego facilities can accommodate a combined total of 1,560 reservation
agents working in staggered shifts, or 520 working at any one time. The Company
believes that it can achieve substantial growth by increasing the number of its
reservation agents and consequently increasing its capacity to process the
existing demand by potential customers who call its toll-free numbers daily.

o Marketing.

         The Company has already implemented a marketing strategy of focusing on
advertising in Yellow Pages directories in the largest SMA's. The Company has
advertisements of its "1-800-LOW-AIR-FARE" name and "1-800-569-2473" toll-free
number listed in approximately 260 directories reaching a population of over 128
million people. The Company has advertisements of its "1-800-FLY-4-LESS" name
and "1-800-359-4537" toll-free number listed in approximately 160 directories
reaching a population of over 122 million people. The Company intends to
continue its current strategy of advertising in Yellow Pages, but intends to
focus on directories in those SMA's with populations whose general travel
profiles are attractive to the


                                      -5-
<PAGE>

Company. Once the Company's ability to satisfy existing customer demand is
addressed, the Company anticipates increasing consumer awareness of its
easy-to-use, low-priced airfare approach to travel reservations through select
print and radio advertising campaigns. See "-- Marketing."

o Strategic Acquisitions.

         The Company believes that opportunities exist for it to expand its
market share in the travel market through the acquisition of other travel
companies with valuable customer lists and intellectual property, and in markets
outside the travel arena by acquiring other call center operations. The Company
expects that such acquisitions would involve the purchase of the relevant names,
service marks and telephone numbers, as well as any logos and other identifying
features associated with them. The Stevens Merger is an example of one such
strategic acquisition. See "- The Stevens Merger" and "-- Competition."

Services

         The primary service the Company offers to its customers who call its
toll-free numbers is a reservation service for domestic and international
flights. The Company strives to provide its customers with the lowest-priced
airfare available for a particular travel route at the time of the reservation
on those airlines whose tickets the Company sells. The Company's Turbo SABRE
system is customized to provide to the reservation agent within two or three
seconds up to 900 ticket options, ranked in order of price. Once tickets are
purchased, they are printed at the Company's Tampa reservation center and
delivered by overnight courier to customers.

         The Company's reservation centers operate 16 hours a day, 365 days a
year. Each reservation agent operates a computer terminal that accesses the
SABRE travel reservation and information system. The Company adjusts the number
of reservation agents serving customers on an hourly basis. At the peak hours of
11:30 a.m. through 4:30 p.m., Eastern time, the Company has the most reservation
agents working. It is during the peak hours of 11:30 a.m. through 4:30 p.m. that
the Company is not able to answer all of the calls it receives.

Personalized Service

         The Company's customized Turbo SABRE system enables it to retain in its
files individual travel preferences for its customers, such as seating, special
meals and frequent flier numbers, which are automatically displayed when a
customer's identifying information is input. This tailored information program
personalizes the reservation process as well as reduces the time required to
complete each reservation.

Corporate Customers

         While the Company's current customers are predominantly individuals and
the Company's operating strategy targets the consumer market, the Company offers
certain services targeted at corporate customers. These services, however, are
designed to be offered during the processing of a single telephone call, as with
calls from individual customers. The Company's Turbo SABRE system enables it to
program "pop-up-windows" specifying, for each corporate customer, its travel
policy, preferred air carrier vendors, specially negotiated rates, handling
instructions and emergency procedures. The "pop-up-window" for each corporate
customer appears on the terminal screen and guides the reservation agent during
the reservation process.

Repeat Customers

         The Company believes that repeat customers are key to its ability to
grow. The Company's "1-800-LOW-AIR-FARE" (1-800-569-2473) number has a rate of
repeat customers (meaning customers who purchase at least one more ticket within
a year) of approximately 40%, and the Company's "1-800-FLY-4-LESS"
(1-800-359-4537) number has a repeat customer rate of approximately 50%. The
Company believes that while


                                      -6-
<PAGE>

customers are initially attracted by the low-priced airfares made available by
the Company, they become repeat customers because of their satisfaction not only
with the prices but also the convenience of being able to book their
reservations on one relatively brief toll-free telephone call. The Company
believes that it can generate internal growth by obtaining an even larger
portion of the travel business of its existing customers and consequently
increasing its repeat customer business.

Operations

         The Company's operations generate revenues principally from (i) the
commissions on air travel tickets, (ii) override commissions on air travel
tickets the Company books on Continental, United, Northwest, TWA, Carnival,
America West, America Trans Air, Trans Brazil, Mexicana and Korean airlines,
(iii) segment incentives under the SABRE contract, (iv) co-op promotions with
other suppliers of travel-related products and services, such as long-distance
telephone companies, car rental companies and hotels, and (v) service fees of
$10 or $20 that it charges per ticket. The Company also earns a $5 shipping and
handling fee (net of expenses) for delivering tickets to its customers.

Standard Commissions

         In accordance with industry practice, the Company receives a commission
of approximately 8% of the price of tickets that it sells. Most major U.S.
airlines impose caps on such commissions of $25 dollars for one-way air travel
tickets and $50 dollars for round-trip tickets. From time to time, most of the
major U.S. air carriers informally waive the commission cap for the Company and
other large travel agencies. Such waivers generally apply to sales of tickets
for travel on selected routes and are granted to provide an incentive to
increase sales for those routes. In addition, the Company obtains higher
commissions through the payment of override commissions in excess of the
standard 8% commission pursuant to agreements with most of the major U.S.
airlines. Due to such override commissions and waivers of the commission cap and
the Company's strategy of selling tickets on airlines with which it has override
commission arrangements, the Company often receives a commission above the
commission cap. See "-- Override Commissions."

Override Commissions

         The Company has entered into agreements with Continental, United,
Northwest, the TWA Discounter, Carnival, America West, America Trans Air, Trans
Brazil, Mexicana and Korean airlines for the payment of override commissions
above the standard commissions the Company receives. Under such agreements,
additional commissions are generally awarded if the volume of ticket sales
surpasses certain agreed upon thresholds based upon ticket sales as reported by
the Airlines Reporting Corporation (the "ARC"), a corporation owned and
established by the airlines to provide reporting, settlement and related
services in connection with the sale of transportation by travel agencies in the
U.S. Override commissions are generally paid quarterly and, depending upon the
specific agreement with the air carrier, may be paid directly by check from the
air carrier to the Company, by means of net payments by the Company to ARC with
respect to amounts owed to the air carrier, or through ARC by means of a credit
memo in favor of the Company.

Segment Incentives under SABRE Contract

         The Company earns additional revenue from SABRE for each segment of air
travel that it sells. A segment of air travel is non-stop air travel between two
destinations. For each segment of air travel it sells, the Company receives $.50
from SABRE.

Service Fee; Shipping and Handling

         The Company also charges the customer a service fee per airline ticket
sold. These fees are already calculated into the cost of the ticket when quoted
to the caller. Because of the Company's override commission structure, the price
of the ticket (even inclusive of the service charge) is still generally lower


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<PAGE>

than the lowest-priced published fare quoted by the airlines. The Company also
earns $5.00 (net of expenses) from the shipping and handling fee it charges to
its customers.

Agreements with Consolidators

         The Company also sells air travel tickets offered by consolidators.
Consolidators purchase large number of tickets directly from various air
carriers for resale to the public. When the Company sells such tickets, the
reservation is generally not booked through SABRE or settled through ARC, and
the Company is paid its commission directly from the consolidator. The Company
has entered into an agreement with a consolidator that sells tickets on TWA at a
discount (the "TWA Discounter") pursuant to which it (i) solicits customers to
purchase tickets for air travel on TWA at discounted fares from the TWA
Discounter and (ii) solicits businesses to enter into agreements for the
purchase of air travel on TWA from the TWA Discounter (the "TWA Agreement"). The
TWA Agreement was recently extended to January 31, 1999, and is terminable
before such date on 15 days' prior written notice by either party. The Company
receives a 15% commission on each air travel ticket solicited by the Company or
pursuant to an agreement solicited by the Company. Air travel tickets sold by
the Company pursuant to the TWA Agreement, unlike sales from most other
consolidators, are booked through SABRE; however, the Company receives its
commission directly from the TWA Discounter monthly. The Company anticipates
that its current arrangement with the TWA Discounter will expire in 2001, when
the TWA Discounter will no longer be able to sell tickets on TWA; there can be
no assurance, however, that the Company's TWA Agreement will be extended beyond
its scheduled expiration date.

World Wide Web Home Page

         In anticipation of future technological innovations and consumer demand
for directly accessing information and making purchases on-line, the Company has
launched its home page at www.lowairfare.com on the World Wide Web, which
enables customers to access the Company's customized Turbo SABRE system through
their personal computers. The Company believes that consumers who prefer to
purchase travel and travel-related products and services on-line will choose to
access the Company's customized Turbo SABRE system over other options. Through
the Company's home page on the Internet, customers can access the Company's
customized Turbo SABRE system, view all information on the system, make
reservations and pay for their tickets by providing their major credit card
number for payment. In this process, the customer operates the Turbo SABRE
system in place of the reservation agent. As with purchases by telephone,
tickets are issued at the Tampa facility and delivered by overnight courier.
Commissions that the Company earns on transactions conducted through its Web
page are shared with SABRE.

Refunds, Chargebacks and the SABRE Credit Card Authorization Guarantee

         With the exception of sales to "walk-in" customers at the Tampa
facility (which account for less than 1% of sales), all of the Company's sales
are paid for by credit card. Once a sale is closed as described above under "
--Reservation and Sale Sequence," it is subject only to refund or chargeback.
Because the majority of the most inexpensive air travel tickets are
non-refundable, only approximately 5% of the tickets the Company sells are
refundable, and the refunds processed by the Company average less than .01% of
sales. The Company recoups some of its costs associated with processing such
refunds by imposing a $50 charge on each refund.

         Chargebacks similarly account for a small part of the Company's sales.
A chargeback results from a customer who refuses to pay for a charge on his or
her credit card statement. In such an instance, the Company generally must
either return its commission to the relevant credit card issuer or seek recourse
directly against the customer. Approximately 1% of the tickets sold by the
Company result in chargebacks.


                                      -8-
<PAGE>

         None of the Company's credit card sales are subject to refusal by the
relevant credit card issuer to remit payment to the Company. Since
authorizations of credit card charges are effected electronically through the
SABRE system, SABRE offers its subscribers a guarantee of such authorizations
for a fee of $.50 per authorization. The Company pays this fee for all
authorizations, and in return, SABRE pays the Company the amount of any
commission or other payment refused by the relevant credit card issuer.

Airlines Reporting Corporation

         All of the Company's sales of air travel tickets that are offered
directly by air carriers are settled through the Airlines Reporting Corporation
("ARC"). For sales settled through ARC, all commissions and other amounts owed
to the Company are also settled through ARC according to ARC's procedures,
except that override commissions may also be paid directly by check or wire
transfer from the relevant air carrier to the Company. See "-- Override
Commissions." The only sales of air travel that are not generally settled
through ARC are air travel tickets offered by consolidators; however, some sales
of air travel tickets by the Company that are offered by consolidators are
settled through ARC. See "-- Agreements with Consolidators." For sales of air
travel offered by consolidators, all commissions and other amounts owed to the
Company are generally paid directly by check or wire transfer from the relevant
consolidator to the Company.

         As an ARC-affiliated travel agency, the Company is subject to all rules
and procedures imposed by ARC. ARC screens applications of new travel agencies,
initiates collection procedures against travel agencies in default of payment,
provides ticket stock to the travel agencies and facilitates payment between
travel agencies and airlines. Tickets purchased from the Company are reported
through ARC in accordance with the Company's Standard Ticket and Area Settlement
Plan ("ASP"). The ASP encompasses distribution and control of ARC air travel
tickets and other ARC traffic documents and processing and settlement services
in connection with the sale or issuance of such documents by the Company. ARC
administers the Company's ASP on behalf of ARC carriers.

Toll-Free Telephone Numbers

         The Company has contractual rights customary to the industry to use
each of the three toll-free numbers through which customers call its reservation
centers. In addition, if the Company for any reason fails to pay its monthly fee
for such number, the Company believes that it will have a cure period to pay all
amounts outstanding. Should the Company not make such payments and consequently
lose the right to use such number, the Company expects that a "cooling-off"
period of up to between 4 to 8 months will be imposed, during which no other
party may use such number.

Marketing

         The Company markets its services primarily to individual customers who
pay for their own tickets. The Company focuses its marketing efforts on placing
advertisements listing its three easy-to-remember names and toll-free telephone
numbers in Yellow Pages directories in those SMA's with populations whose
general travel profiles are attractive to the Company.

         Given the broad distribution of Yellow Pages directories in
metropolitan areas and other large markets, the Company's strategy is to place
advertisements in directories of the largest SMA's, thereby reaching the
greatest number of consumers with each advertisement. The Company currently has
advertisements of its "1-800-LOW-AIR-FARE" name and "1-800-569-2473" toll-free
number listed in approximately 260 directories reaching a population of over 128
million people. The Company has advertisements of its "1-800-FLY-4-LESS" name
and "1-800-359-4537" toll-free number listed in directories reaching a
population of over 122 million people. The Company also has advertisements of
its "1-888-999-VUELA" name and "1-888-999-8835" toll-free number listed in
directories reaching a population of over 13 million people.


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<PAGE>

         The Company's "1-800-FLY-4-LESS" name and number also appear (free of
charge to the Company) in approximately 40 newspapers nationwide reaching a
population of approximately 40 million people as part of a promotion campaign in
which the Company provides such newspapers with the lowest-priced fares for
selected routes. In addition, the Company advertises its "1-888-999-VUELA" name
and number in the Spanish language radio and television markets of South
Florida.

SABRE Technology

         Global distribution systems are the principal means of air travel
distribution in the United States and a growing means of air travel distribution
internationally. The Company has chosen the SABRE system, which it believes is
the best system available. A typical SABRE transaction -- consisting of an
information request by a subscriber, a search in SABRE and a response to the
subscriber -- averages less than two seconds in elapsed time. SABRE's "one-stop
shopping" capabilities permit the Company to locate, price, compare and purchase
the travel and travel-related products and services that best satisfy the
traveler's requirements.

General

         SABRE is the largest global distribution system for electronic travel
in the United States. SABRE was first developed in the 1960's. SABRE evolved
from American Airlines' internal reservation system into a global distribution
system when SABRE's content was expanded to include additional airlines and
other travel providers. Other global distribution systems include Amadeus/System
One (owned by Air France, Continental Airlines, Iberia and Lufthansa); Covia,
(owned by United Airlines, British Airways, Swissair, KLM Royal Dutch and USAir,
among others) and Worldspan (owned by Delta, Northwest and TWA). Each offers
similar products and services.

         The SABRE system is able to perform high-volume, high-reliability,
real-time transactions processing 24 hours a day, 365 days a year, enabling the
creation of an efficient electronic marketplace for the sale and purchase of
travel. The SABRE system maintains approximately 45 million airfares (updated
throughout the day) and processes an average of 93 million requests for
information per day. Such frequent updates of airfares are essential for the
Company to be able to strive to provide its customers with the lowest-priced
airfares. Through SABRE, reservations may be booked on all major U.S. and
international airlines, but generally not on charter companies or certain small
airlines or on air travel offered for resale by consolidators. In addition to
providing information to subscribers about airlines and other travel providers
and their products and services, SABRE also allows travel agency subscribers to
print airline tickets, boarding passes and itineraries and purchase travel
insurance or book theater tickets or limousines. Additionally, SABRE provides
subscribers with travel information on matters such as currency, health and visa
requirements, weather and sightseeing.

Turbo SABRE

         Because travel agencies have differing needs, based on, among other
things, volume and location, the SABRE interface has been modified to meet the
specific needs of different categories of travel agents. Travel agents can
choose SABRE interfaces that range from simple text-based systems to
feature-laden graphical interfaces. The Company has taken advantage of these
options by choosing the Turbo SABRE system, an advanced point-of-sale interface
that allows for screen customization and reservations/sales process structuring
and eliminates SABRE-specific commands, thereby reducing keystrokes and training
requirements for high-volume travel companies that need high levels of
functionality. Turbo SABRE also provides data other than SABRE, such as back
office hosts and local area network (LAN) databases.

         The Company has added a number of programs written and developed
exclusively for the Company to its Turbo SABRE system. They include programs
that generate "pop-up" windows to supply frequently requested or used
information, as well as programs to alert reservation agents, supervisors and
customer


                                      -10-
<PAGE>

service agents using the system to errors frequently made by system operators.
The Company believes that these customized features enhance the speed and
efficiency of its operations.

SABRE Agreements

         In April 1996, the Company renewed the agreement pursuant to which it
subscribes to the SABRE system at its Tampa headquarters for a five-year term.
In November 1996, the Company also executed a five-year subscriber agreement
pursuant to which it subscribes to the SABRE system at its San Diego reservation
center. Under these agreements, SABRE provides the Company with the hardware,
software, technical support and other services the Company needs to access SABRE
in return for leasing fees. These fees are reduced by the "segment incentives"
that the Company is credited with for each flight segment it books (at both its
Tampa and San Diego facilities) through the SABRE system. To the extent that the
segment incentives earned by the Company exceed the fees payable by it to
American during each quarter, the Company receives such excess in cash.

Intellectual Property

         The Company markets its services in the United States under the names,
"1-800-LOW-AIR-FARE," "1-800-FLY-4-LESS" and "1-888-999-VUELA."
"1-800-FLY-4-LESS," together with its logo, is a federally registered service
mark in the name of the Company. The Company has filed an application to
register the "1-800-LOW-AIR-FARE" name and logo as a federal service mark with
the U.S. Patent and Trademark Office. It has also filed an application to
register the Spanish language name, "1-888-999-VUELA," and related logo as a
federal service mark with the U.S. Department of Commerce.

         The Company considers its service marks and the related telephone
numbers to be valuable assets. There can be no assurance, however, that if
others develop trademarks or telephone numbers similar to those of the Company
or challenge the Company's use of its service marks, that the Company would be
able to successfully defend its marks.

Competition

         The travel agency industry is highly fragmented and characterized by
intense competition. The Company competes with a variety of other providers of
travel and travel-related products and services. Its principal competitors are
(i) other telemarketing travel companies, (ii) traditional travel agencies,
(iii) air carrier vendors, and (iv) various online services available on the
Internet. The Company's competitors generally have access to the same technology
that the Company uses and also to other global distribution systems of
electronic travel. See "-- SABRE Technology." Although distribution through
travel agents continues to be the primary method of travel distribution, new
channels of distribution are developing directly to businesses and consumers
through computer on-line services, the Internet and private networks. In
addition, individual consumers have access to other versions of SABRE technology
and also to other global distribution systems of electronic travel permitting
consumer-direct travel distribution via personal computer, cable television and
other media. The Company faces competition in these channels not only from its
principal competitors but also from possible new entrants in the sale of travel
products and services and from travel providers that distribute their products
and services directly. For example, in 1997, American Express Co. and Microsoft
Corp. released an on-line travel booking service called Microsoft Expedia. The
Company expects that this on-line travel booking service, while only in the
developmental stage, will eventually directly compete with the Company. In
addition, the Internet permits consumers to have direct access to travel
providers, thereby by-passing both travel agents and global distribution systems
such as SABRE. Further, some of the Company's competitors have significantly
greater financial or marketing resources than the Company. As a result, they may
be able to respond more quickly to new or emerging technologies and changes in
customer requirements than the Company.


                                      -11-
<PAGE>

         During periods of recession in the travel industry, the Company's
competitive advantages with respect to quick, convenient processing of
reservations and purchases of lowest-priced airfare may be of reduced
importance. The Company's position in a recession may be more difficult than
some of its competitors, since the Company targets the consumer market which may
be the most adversely affected.

         The Company believes that its ability to compete depends upon a number
of factors, including price, reliability, name and toll-free number recognition
and speed of price quotations and reservations. There can be no assurance that
the Company will be able to continue to compete successfully with respect to
these or other factors.

Employees

         At March 15, 1998 the Company had approximately 190 full-time
employees. Of such employees, 3 served in management, 146 were reservation
agents or supervisors, 6 were involved in sales and marketing and 35 served in
various clerical and other administrative capacities. All of the Company's
reservation agents, supervisors and other worksite employees are provided
through a professional employee leasing organization. The leasing organization
is responsible for its employees' benefits. The Company provides all necessary
training. The services agreement between the Company and the leasing
organization may be terminated on 30 days' prior written notice.


ITEM 2. DESCRIPTION OF PROPERTY

         The Company's corporate headquarters are located at its 33,000 square
foot reservation center in Tampa, Florida. The Company operates a second 10,000
square foot reservation center in San Diego, California acquired as part of the
Stevens Merger. The Company leases these properties from unaffiliated third
parties and believes that its existing facilities are adequate for its current
needs. The Company currently pays approximately $14,300 per month for its Tampa
headquarters and approximately $7,000 per month for its San Diego reservation
center.


ITEM 3. DESCRIPTION OF LEGAL PROCEEDINGS

         The Company may be involved from time to time in routine litigation
incidental to its business. However, the Company believes that it is not a party
to any pending litigation which is likely to have a significant negative impact
on the business, income, assets or operation of the Company.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         In connection with the IPO, by written consent dated as of on or about
January 13, 1998, a majority of the Company's stockholders adopted resolutions
(i) ratifying the Company's January 1996 Amended and Restated Certificate of
Incorporation, (ii) approving the Company's currently effective Amended and
Restated Certificate of Incorporation, (iii) approving the Company's 1997 Stock
Option Plan and (iv) approving the Stevens Merger.


                                      -12-
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

         The Company's Common Stock and Warrants began trading on January 15,
1998, over the counter on the NASDAQ SmallCap Market under the Symbols IFLY and
IFLYW, respectively and on the Boston Stock Exchange under the symbols IFL and
IFLW, respectively. Over the counter market quotations reflect inter-dealer
prices without mark-up, mark-down or commissions, and may not represent actual
transactions. The quarterly high and low bid prices for the Company's Common
Stock and Warrants through March 25, 1998 as reported by the National
Association of Securities Dealers, Inc., are as follows:

       Common Stock:                            1998

          Quarter                   High                   Low

First Quarter
(thru 3/25/98)                     5 3/4                 1 1/16

         Warrants:

          Quarter                   High                   Low

First Quarter
(thru 3/25/98)                       3/4                   5/32

         On March 25, 1998, the closing bid prices of the Company's Common Stock
and Warrants were $1.5625 and $.25 respectively. As of March 25, 1998, there
were approximately 500 record holders of the Company's Common Stock. The number
of record holders does not reflect the number of beneficial owners of the
Company's Common Stock for whom shares are held by banks, brokerage firms and
others. Based on information requests received from representatives of such
beneficial owners, management believes that as of March 25, 1998, there were
approximately 1,000 beneficial holders of the Company's Common Stock.

Dividends

         The payment of dividends is contingent upon the Company's revenues and
earnings, if any, capital requirements and general financial condition. It is
the present intention of the Company's Board of Directors to retain its
earnings, if any, for use in the Company's business.


                                      -13-
<PAGE>

Recent Sale of Unregistered Securities

         During 1997 the Company issued 8,500 shares to the following third
party vendors for services rendered:

                                Reason for
          Stockholder Name        Issuance        # of Shares      Value
          ----------------        --------        -----------      -----
     Albert Wardi ...........     Services           3,500          $  8,750
     Barry Saunders .........     Services           5,000            12,500
                                                     8,500           $21,250
                                                     =====           =======

The offerings were made in reliance on Section 4(2) of the Securities Act as
transactions involving a limited number of offerees and not involving any public
offerings. Mr. Saunders has represented to the Company in writing that he is an
accredited investor.

The IPO

         On December 31, 1997, the Company's Registration Statement on Form SB-2
(Registration No. 333-28237) was declared effective by the Securities and
Exchange Commission. Pursuant to the Registration Statement, the Company
registered the following securities:

         (i)      1,350,000 shares of Common Stock (the "Firm Shares") and
                  2,700,000 Redeemable Common Stock Purchase Warrants (the "Firm
                  Warrants") exercisable for one share of Common Stock at a
                  price of $6.25 per share (the "Warrants");

         (ii)     202,500 shares of Common Stock (the "Option Shares") and
                  405,000 Warrants (the "Option Warrants") issuable upon
                  exercise of the Representatives' over-allotment option;

         (iii)    3,105,000 shares of Common Stock issuable upon exercise of the
                  Firm Warrants and the Option Warrants;

         (iv)     Common Stock Warrants to purchase 135,000 shares of Common
                  Stock (the "Representatives' Common Stock Warrants") and
                  Warrant Warrants issued to the Representatives to purchase
                  270,000 Warrants (the "Representatives' Warrants Warrants");

         (v)      270,000 Warrants issuable upon exercise of the
                  Representative's Warrants Warrants and 405,000 shares of
                  Common Stock issuable upon exercise of the Representatives'
                  Common Stock Warrants and the Warrants underlying the
                  Representatives' Warrant Warrants;

         (vi)     819,566 shares of Common Stock (the "Registered Shares") and
                  275,000 warrants (the "Registered Warrants") registered on
                  behalf of selling securityholders (the "Selling
                  Securityholders"); and

         (vii)    275,000 shares of Common Stock issuable upon exercise of the
                  Registered Warrants.

         On January 21, 1998, the Company closed its initial public offering
though an underwriting syndicate for which First London Securities Corporation
and First Liberty Investment Group, Inc. served as representatives. The Company
sold the Firm Shares and the Firm Warrants, at a price of $5.00 per share for
the Common Stock and $.125 per Warrant, for an aggregate offering price of
$7,087,500. On January 23, 1998, the Representatives exercised their
over-allotment option with respect to the Option Warrants, and on


                                      -14-
<PAGE>

that day, the Company closed the sale of the Option Warrants at a price of $.125
per Warrant for an aggregate offering price of $50,625.

         The Company paid the underwriters an underwriting commission of
$713,812.50 and paid the Representatives a non-accountable expense allowance of
$214,143.75. Other expenses incurred in connection with the offering, including
SEC registration fees, NASD filing fees, NASDAQ listing fees, Boston Stock
Exchange filing fees, blue sky fees and expenses, printing, legal and accounting
fees, were approximately $1,411,000 in the aggregate, yielding net proceeds of
approximately $4,800,000.

         Of the net proceeds, immediately as of the closing of the IPO, the
Company used approximately (i) $1,578,000 to retire the Company's promissory
note issued to JSG in connection with the Steven Merger; (ii) $69,000 to pay
Stevens an extension fee and reimburse it for certain expenses incurred in
connection with the merger and (iii) $160,000 to retire the Company's short-term
promissory notes, including accrued interest, issued to Jerry Dowell.

         Since the IPO Closing, the Company has used $558,000 to redeem 184,615
shares of Common Stock issued to JSG pursuant to the Merger Agreement and to
obtain the release of JSG's Make-Whole Rights under the Merger Agreement.

         Each Warrant entitles the holder to purchase one share of Common Stock
at a price of $6.25 per share during the five-year period commencing on January
15, 1998. The Warrants are redeemable by the Company for $.05 per Warrant on not
less than 30 nor more than 60 days written notice if the closing price for the
Common Stock for seven trading days during a 10 consecutive trading day period
ending not more than 15 days prior to the date that the notice of redemption is
mailed equals or exceeds $10.00 per share, subject to adjustment under certain
circumstances and provided there is then a current effective registration
statement under the Securities Act of 1933, as amended, with respect to the
issuance and sale of Common Stock upon the exercise of the Warrants. Any
redemption of the Warrants during the one-year period commencing on January 13,
1998 will require the written consent of First London Securities Corporation.

         The Registration Statement also covered the registration by the Selling
Securityholders of the Registered Shares and the Registered Warrants identical
to the Warrants issued and sold to the public in the IPO (and 275,000 shares of
Common Stock issuable thereunder). The Registered Securities were not
underwritten, but may be sold from time to time pursuant to arrangements made by
the Selling Securityholders. All of the Selling Securityholders have agreed not
to transfer, sell or otherwise dispose of their Registered Shares for various
periods ranging from 15 days to two years after the closing of the initial
public offering.


                                      -15-
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The following is a discussion and analysis of the results of operations
of the Company for the years ended December 31, 1996 and 1997, and should be
read in conjunction with the financial statements of the Company and related
notes thereto included elsewhere herein.

Overview

         The Company operates as a telemarketing travel agency, providing air
transportation reservation services for domestic and international travel to
customers through its easy to remember, toll-free numbers. The Company was
formed in November 1995 to acquire certain assets of and assume certain
liabilities of 1-800-Low Airfare, Inc. (the "Predecessor Business"). The
acquisition was consummated on December 1, 1995. To expand its operations, in
November 1996 the Company entered into a Merger Agreement with the Joseph
Stevens Group, Inc. ("Stevens") and its sole shareholder, Joseph Stevens Group,
LLC ("JSG"). Prior to the consummation of the merger, Stevens operated as an
independent travel agency specializing in the telemarketing of airline tickets.
Pursuant to the Merger Agreement, simultaneously with the closing of the
Company's initial public offering on January 21, 1998, Stevens was merged with
and into the Company, with the Company as the surviving corporation.

         The Company's operating revenues presently consist, and for the
immediate future will continue to consist, principally of (i) commissions on air
travel tickets; (ii) override commissions on air travel tickets booked on
airlines with which the Company has override agreements; (iii) segment
incentives under the Company's agreement with SABRE; (iv) co-op promotions with
suppliers of travel related products and services; and (v) service fees charged
to customers.

         The Company's revenues are a function of the number and price of the
tickets its sells and the percentage of the price of such tickets it retains as
commissions and override commissions, as well as on the service charge imposed
on customers. Although the Company entered into its first override agreement in
December 1995, it only began to achieve the volume necessary to benefit from
these agreements in the third quarter of 1996. The Company entered into an
agreement with the TWA Discounter on March 1, 1996. As a result of its override
agreements and its agreement with the TWA Discounter, the Company is able to
charge its customers a $10 or $20 service charge, depending on the price of the
ticket, while still offering low priced tickets. The Company only began to
impose this service charge in January 1997.

         The Company anticipates that as the volume of tickets sold increases
and the proportion of tickets sold which are subject to an override agreement
increases, the percentage of the price of the tickets sold retained by the
Company will increase. The Company's operating expenses include primarily those
items necessary to advertise its services, maintain and staff its travel
reservation centers, including payroll, commissions and benefits; telephone;
general and administrative expenses, including rent and computer maintenance
fees; and, to date, interest, fees and expenses associated with the Company's
financing activities. Set forth below for the periods indicated are the gross
dollar amounts of reservations booked, revenues and revenues as a percentage of
reservations, the gross dollar amount of expenses, expenses as a percentage of
revenues and net loss as a percentage of revenues.


                                      -16-
<PAGE>

<TABLE>
<CAPTION>
                   Eleven
                   Months         Month                                  Year
                   Ended          Ended                                  Ended                 Year Ended
                November 30,     December          1995                 December                December
                   1995          31, 1995         Total          %      31, 1996         %      31, 1997          %
                -----------    -----------    -----------     -----   -----------     -----   -----------       ---
<S>             <C>            <C>            <C>             <C>     <C>             <C>     <C>               <C>
Gross
Reservations    $ 9,647,090    $ 1,609,426    $11,256,516        --   $23,590,782        --   $53,845,888        --
                ===========    ===========    ===========             ===========             ===========
Revenues
  (including
  override) .     1,090,938        133,970      1,224,908      10.9%*   3,235,777      13.7%*   8,321,916      15.5%
                -----------    -----------    -----------     -----   -----------     -----   -----------       ---
OPERATING
  EXPENSES:                                                        **
  Employee
   Costs ....     1,115,403        175,604      1,291,007     105.4%    2,490,770      77.0     4,307,529      51.8
  Telephone .       392,869         14,527        407,396      33.3       702,870      21.7     1,250,888      15.0
  Ticket
   Delivery .       138,798         17,896        156,694      12.8       407,579      12.6       771,249       9.3
  Advertising       333,520            437        333,957      27.3       137,223       4.2       293,036       3.5
  General and
    Adminis-
    trative .     1,156,777         53,869      1,210,646      98.8     1,768,058      54.7     1,913,654      23.0
  Interest ..       168,857          4,017        172,874      14.1     1,114,298      34.4        54,526      0.66
                -----------    -----------    -----------     -----   -----------     -----   -----------       ---
    Total
     Expenses     3,306,224        266,350      3,572,574     291.7     6,620,798     204.6     8,590,882     103.2
                -----------    -----------    -----------     -----   -----------     -----   -----------       ---
Other Income         41,959          1,782         43,741       3.6        12,610       0.4         6,461       0.1
                -----------    -----------    -----------     -----   -----------     -----   -----------       ---
Net (Loss) ..   $(2,173,327)   $  (130,598)   $(2,303,925)    188.1%  $(3,372,411)    104.2%  $  (262,505)      3.2%
                ===========    ===========    ===========    ======   ===========    ======   ===========    ======
</TABLE>

----------
*  Revenues as a percentage of gross reservations.
** Expenses as a percentage of revenues.

Results of Operations

         In connection with the Stevens Merger, the Company and Stevens entered
into an Interim Operating Agreement pursuant to which the Company operated
Stevens' business for the account of the Company effective January 1, 1997
through the closing of the merger. The numbers in the table above and in the
discussion below for the year ended December 31, 1997, include the operations of
Stevens.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

         Revenues for the year ended December 31, 1997 ("Fiscal '97") increased
164% to $8,321,916 compared to $3,235,777 for the year ended December 31, 1996
("Fiscal '96"). The increased revenues reflect the 128% increase in gross
reservations booked in Fiscal '97 ($53,845,888) as compared to Fiscal '96
($23,590,782). Approximately $20,000,000 of the gross reservation increase and
$3,113,000 of the revenue increase is attributable to the assumption of the
operations of Stevens in January 1997. The increased gross reservations booked
and increased revenues also reflect the increase in the volume of calls handled
at each of the Company's reservation centers as a result of increases in the
number of reservation agents and certain operating efficiencies. As a percentage
of gross reservations, revenues increased from 13.7% of gross reservations
during 1996 to 15.5% of gross reservations during 1997.

         Operating expenses for Fiscal '97 increased 30% to $8,590,882 compared
to $6,620,798 for Fiscal '96. Operating expenses did not increase proportionate
to the increase in revenues due to the fact that many expenses (office rent,
utilities, management wages, etc.) remain relatively constant over a broad range
of revenues. The increase in operating expenses resulted primarily from an
increase in the Company's payroll, commissions and employee benefits expenses,
which increased 73% to $4,307,529 in Fiscal '97 from $2,490,770 in Fiscal '96.
The increase in payroll expenses reflects the absorption of the employees of
Stevens as well as the increase in the number of reservation agents which
occurred at both reservation centers. Consistent with the increase in the volume
of tickets sold by the Company, the Company also recorded increases in its
telephone and ticket delivery expenses, though these increases


                                      -17-
<PAGE>

were not proportional with the increase in the Company's volume. Also
contributing to the increase in operating expenses was an increase in the
Company's advertising expense of 114% to $293,036 in Fiscal '97 from $137,223 in
Fiscal '96 as the Company increased the number of yellow page directories in
which it advertises and absorbed the cost of advertising its and Stevens' toll
free numbers. The Company's general and administrative costs increased 8.2% to
$1,913,654 in Fiscal '97 compared to $1,768,058 in Fiscal '96. This increase
reflects an increase of approximately $583,000 reulting from the absorption of
the general and administrative expenses associated with Stevens partially offset
by a reduction of $438,000 of general and administrative expenses associated
with the Florida office. The increase in the foregoing operating expenses was
offset, in part, by a substantial decrease, 95%, in the Company's interest
expense to $54,526 in Fiscal '97 from $1,114,298 in Fiscal '96. The substantial
interest expense incurred by the Company in Fiscal '96 reflects the Company's
need to borrow to fund its growth and shares issued either as penalties or to
induce lenders to roll over loans which were not timely paid. The substantial
reduction in the Company's interest expense in Fiscal '97 reflects the fact that
the Company generated cash from operations during Fiscal '97 and as a result,
was able to improve the terms on which it incurred debt.

         During Fiscal '97 the Company's operating loss was ($262,505), a
reduction of 92% from the operating loss of ($3,372,411) incurred during Fiscal
'96. The reduction in the Company's operating loss reflects the substantial
increase in revenues, plus the net changes in operating expenses outlined above.
Though the non-cash charges incurred in respect of the Company's debt and other
financing activities decreased dramatically from Fiscal '96 to Fiscal '97, the
Company did incur non-cash operating expenses charged against income during
Fiscal '97 of $321,050, related to the issuance of stock, options and warrants,
including a charge of $300,000 resulting from options issued to induce its three
new directors to join its Board.

Liquidity and Capital Resources

         The Company commenced operations in December 1995 upon the acquisition
of certain assets of the Predecessor Business for $1,407,008 of which $10,000
was paid in cash, $90,000 was paid by the delivery of the Company's Promissory
Note; $720,480 was satisfied through the issuance of 600,400 shares of the
Company's Common Stock and $586,528 was satisfied through the assumption of
certain liabilities of the Predecessor Business. Of the 600,400 Shares issued,
300,000 shares were to be issued to creditors of the Predecessor Business which
elected to convert their claims against the Predecessor Business into stock at
the rate of $10.00 per share. Pursuant to this agreement, during Fiscal '96 the
Company issued 153,934 shares of Common Stock to creditors of the Predecessor
Business and 146,066 shares of its Common Stock to the Predecessor Business.

         Prior to completion of its initial public offering in January 1998, the
Company financed its operations from capital contributions, net of related
expenses, in the amount of $2,455,902; loans in the amount of $460,750; and
through services provided by certain vendors to be paid out of future revenues.
The Company, including its Predecessor, used $1,293,714 in operating activities
in Fiscal '95 and $1,095,150 for operating activities in Fiscal '96 and
generated $1,092,357 from operating activities in Fiscal '97. The improvement in
the Company's operating cash flow reflects primarily the substantial increase in
the Company's operating revenues and the resulting decline in its operating loss
from ($3,372,411) in Fiscal '96 to ($262,505) in Fiscal '97. During Fiscal '97 a
substantial portion ($1,358,573) of its operating cash flow was applied to costs
associated with its initial public offering. Because the offering was completed
in January 1998, the Company does not anticipate that these cash outlays will be
replicated in Fiscal '98.

         During Fiscal '96 the Company's capital expenditures were approximately
$371,000 primarily for leasehold improvements. Because the Company's computers
and telephone switching equipment are already in place, the Company did not
incur substantial capital expenditures during Fiscal '97 in respect


                                      -18-
<PAGE>

of its Tampa facility. The Company did, however, incur costs of $317,330 in
connection with the Stevens merger.

         In January 1998, the Company completed an initial public offering of
its Common Stock and Redeemable Common Stock Purchase Warrants from which it
derived net proceeds of approximately $2,993,000 after payments to JSG in
connection with the Stevens merger. Of such amount, $1,000,000 will be applied
to recruiting and training reservation agents; $500,000 will be used to expand
the Company's marketing activities, at least $250,000 will be used to purchase
capital equipment and the balance, approximately $1,243,000, will be available
for working capital. The Company projects that if its revenues continue to grow
as they did during Fiscal '97 it will generate positive cash flow from
operations, enabling it to preserve its working capital or apply it as it
determines appropriate. For example, in March 1997 the Company used $558,000 to
redeem 184,615 shares issued to JSG in connection with the Stevens Merger and
obtain the release of the Make-Whole Rights granted to JSG in the Merger
Agreement.

         On a pro forma as adjusted basis after giving effect to the Stevens
Merger, the consummation of the Company's initial public offering, the Company
will have intangible assets of approximately $4,350,000, including goodwill of
$4,000,000. The amount carried on the Company's Financial Statements as Goodwill
represents, primarily, the amounts paid or the value of the shares of Common
Stock issued in connection with the acquisition of the assets of the Predecessor
Business and the Stevens Merger, in excess of the net fair value of the assets
acquired. The ability of the Company to realize the value of such Goodwill is a
function of its ability to operate profitably the business conducted with the
assets acquired. The Company periodically reviews the amount of Goodwill
included in its Financial Statements to determine whether it is appropriate to
write-down all or any portion of such amount. Any decision to write-down
substantially the amount of Goodwill on the Company's Financial Statements would
result in a charge against the Company's earnings.


ITEM 7. FINANCIAL STATEMENTS.

         See Index to Financial Statements, Page F-1


ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE.

         Not applicable.


                                      -19-
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A)

         The Company has a classified Board of Directors of six persons divided
into three classes. Directors of each class are elected at the annual meeting of
stockholders held in the year in which the term for such class expires and serve
thereafter for three years. Set forth below for each director is his name, age,
the year in which he became a director of the Company, his principal occupations
during the last five years and any additional directorships in publicly-held
companies. Unless otherwise indicated, the following information is current as
of March 25, 1998.

         Mark D. Mastrini has served as the Company's Chief Operating Officer
since January 1996, and as the Company's President since January 1997. Prior to
joining the Company, from October 1992 until October 1996, Mr. Mastrini was the
founder and owner of One on One Consulting, a consulting firm in Pueblo,
Colorado. From September 1992 until October 1994, Mr. Mastrini was owner of
X-Press Printing, a printing business in Pueblo, Colorado. From October 1993
until December 1996, he was the owner and editor of Pueblo West Eagle Monthly
Magazine. From May 1991 until June 1992, Mr. Mastrini was Vice President of
Sales and Marketing at the Braniff Airlines in Dallas, Texas, an airline which
subsequently filed for protection under Chapter 11 of the Bankruptcy Code in the
Bankruptcy Court in the Eastern District of New York in July 1992.

         Pasquale Guadagno has served as a director of the Company since its
incorporation in November 1995. Mr. Guadagno had been a Senior Vice-President at
M.S. Farrell, Inc., an investment banking firm, from December 1996 to November
1997. From 1993 until November 1996, Mr. Guadagno was Senior Vice President of
Euro-Atlantic Securities, Inc., an investment banking firm in Boca Raton,
Florida. From 1990 through 1993, Mr. Guadagno was employed as a Senior Vice
President by Smith-Barney in New York City.

         Michael A. Gaggi has served as a director of the Company since its
incorporation in November 1995. Mr. Gaggi served as a senior vice president at
Joseph Stevens & Company, Inc., an investment banking firm in New York City from
1994 until December 1997, when he resigned from such position. From 1993 until
1994, Mr. Gaggi was employed as a vice president by Barington Capital. Mr. Gaggi
has been a principal director of Upscale Eyeglass Boutiques Myoptics since 1990.
Joseph Stevens & Company, Inc. is not affiliated with or related to The Joseph
Stevens Group, Inc., the travel agency acquired by the Company in the Steven
Merger, or its sole stockholder, The Joseph Stevens Group, LLC or any of its
equity members.

         George A. Warde has served as a director of the Company since October
1997. Since 1992, he has served as a consultant to various businesses including
Oaklawn Partners Ltd. (a consulting firm), Sener (a financial advisory firm in
Madrid, Spain), Aircraft Braking Systems, Inc. (a manufacturer of aircraft
braking systems), Ayres Corp. (an aircraft manufacturer), Airline Capital
Holding Corp. (an investment holding company that invests in airline projects),
America Trans Africa Airlines (an airline) and Rich Airways (an airline on whose
board he is also serving as a director). From October 1994 until January 1995,
he served as temporary president and chief executive officer of Private Jet
Expeditions, an airline. From August 1995 until February 1996, he served as
president and chief executive officer of Presidential Air, an airline. From 1988
until 1992, Mr. Warde was managing director of Foshing Airlines, an airline
which services continental Asia. From 1983 until 1988, he served as vice
chairman of Continental Airlines and as president of its Pacific Division. From
1981 until 1983, he served as president and chief executive officer of
Continental Airlines, and as a member of its board of directors. From 1974 until
1981, Mr. Warde served as senior vice president and a board member of Airbus
Industrie, an airplane manufacturer in Toulouse, France. From 1960 until 1974,
he was president, chief


                                      -20-
<PAGE>

executive officer and director of American Airlines Inc. From 1950 until 1960,
Mr. Warde was a superintendent of maintenance for Pan American World Airways.
From 1940 until 1950, he was director of overseas maintenance for American
Airlines.

         Carl A. Bellini has served as a director of the Company since November
1997. Mr. Bellini is a director (since August 1994), chief operating officer
(since October 1993), and executive vice president of marketing and stores
(since August 1992) of Revco D.S., Inc., the nation's second largest drugstore
chain which was sold to the CVS chain in May 1997. From 1989 until 1992, he was
president and chief executive officer of Erol's, Inc., a video and electronics
chain. Prior thereto, from 1987 until 1989, Mr. Bellini was executive vice
president of stores for Revco. From 1980 until 1987, Mr. Bellini was associated
in various capacities with The Sherwin-Williams Company, including as president
and manager of the stores division and as group vice president in charge of the
retail paint and Gray Drug Fair drug store divisions. From 1975 until 1980, Mr.
Bellini served as senior vice president of operations, distribution and real
estate of Family Dollar Store. From 1955 until 1975, Mr. Bellini was associated
in a variety of operations and management positions with W.T. Grant, a retail
variety chain. Mr. Bellini is on the board of directors of Sel-Lab Marketing, a
cosmetics firm. He is also advisor to the boards of Manco, a privately-owned
adhesives and tape company, Sensormatic, a New York Stock Exchange-listed
manufacturer of security devices, and Farmacia Ahumada, a Chilean drugstore
chain, and a consultant to Ratcher Press, a publisher of Chain Drug Review and
Mass Marketing Review, which are industry publications.

         L. Douglas Bailey has served as a director of the Company since
November 1997. In 1995, he founded Bailey & Associates, Inc., an international
retail consulting firm providing information and assistance to consumer goods
companies and retail stores, distribution centers and business properties. From
1993 until 1995, Mr. Bailey was president of Home Shopping Club, Inc., the
flagship company of the Home Shopping Network. From 1972 until 1992, he was
employed in various capacities with the Eckerd Drug Company, most recently as
senior vice president of procurement. In 1980, Mr. Bailey and his wife founded
Regent Properties, a company specializing in the development of commercial
warehouse and office space. From 1969 until 1970, Mr. Bailey was the Florida
general merchandise manager of Cunningham Drugs, a drugstore chain. From 1964
until 1968, Mr. Bailey was softlines merchandise manager of Sears, Roebuck & Co.
Mr. Bailey is on the board of directors of Sel-Lab Marketing, a cosmetics firm,
and Goodwill Industries-Suncoast, Inc., a private foundation. He also serves on
the boards of the Pinellas (Florida) Industrial Council and the Florida Lung
Association, and serves on the board of trustees or advisory boards of Ruth
Eckerd Hall (a performing arts center), The Goodwill-Suncoast Foundation, Inc.
(a private foundation), the University of Florida Retail School and the
University of Florida's Stavros Economic Center.


                                      -21-
<PAGE>

         The names of the directors and executive officers of the Company and
their respective ages and positions are as follows:

         Name            Age                          Position
         ----            ---                          --------
Mark D. Mastrini          33       President, Chief Operating Officer and
                                     Director
Jerrold B. Sendrow        52       Chief Financial Officer, Vice President --
                                   Finance, Treasurer and Secretary
Michael A. Gaggi          35       Chairman of the Board
Pasquale Guadagno         39       Director
George A. Warde           76       Director
Carl A. Bellini           64       Director
L. Douglas Bailey         55       Director
Biagio Bellizzi           57       Vice President-- Marketing
Frank Zhao                37       Vice President-- Controller

         Set forth below is certain information concerning certain executive
officers and key personnel of the Company.

         Jerrold B. Sendrow has served as the Company's Chief Financial Officer,
Vice President-Finance, Treasurer and Secretary since its incorporation in
November 1995 and served as a director from inception until July 1997. From June
1994 through November 1995, Mr. Sendrow was employed by 1-800 Low-Air Fare,
Inc., the Company's predecessor, in the same capacities. From March 1993 through
June 1994, Mr. Sendrow was employed by MSW Columbia Travel Group, Inc. as vice
president-finance. From December 1984 through March 1993, Mr. Sendrow was
employed by Pisa Brothers, Inc. as controller. Mr. Sendrow has over 22 years
experience in the travel industry.

         Biagio Bellizzi has served as the Company's Vice President-Operations
since its incorporation in November 1995. From June 1995 through November 1995,
Mr. Bellizzi was employed by 1-800 Low-Air Fare, Inc., the Company's
predecessor, as vice president-operations. From 1991 through June 1995, Mr.
Bellizzi was employed by Thomas Cook Travel, Inc. as Director-Leisure Marketing
from 1993 until 1995 and as Director -- Retail Offices from 1991 to 1993. Mr.
Bellizzi has over 30 years experience in the travel industry.

         Frank Zhao was appointed Vice President -- Controller of the Company in
October 1997. Prior to joining the Company, Mr. Zhao a senior accountant at Toho
Shipping (USA), a shipping company. From 1993 until 1995, Mr. Zhao was an
associate auditor at Coopers and Lybrand in Washington, D.C. From 1986 until
1990, Mr. Zhao was finance manager of PDL Ltd., a trading and investment company
in Hong Kong. From 1983 until 1986 he was a financial consultant at Beijing
International Trust and Investment Corporation, an investment company in
Beijing, China. Mr. Zhao is a certified public accountant.


                                      -22-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following Summary Compensation Table sets forth information
concerning compensation for services in all capacities awarded to, earned by or
paid to Mr. Mastrini, the Company's President and Chief Operating Officer, and
Lucien Bitter, the Company's former President and Chief Operating Officer,
during the years ended December 31, 1997 and 1996. Messrs. Mastrini and Bittar
were the only employees of the Company whose compensation exceeded $100,000
during such years.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                            Annual Compensation                      Long Term Compensation
                                       ------------------------------      -----------------------------------------
                                                                                           Securities
                                                               Other       Restricted      Underlying
   Name and Principal                                          Annual         Stock         Options/     All Other
        Position             Year      Salary      Bonus        Comp.      Awards($)(1)       SARS      Compensation
        --------             ----      ------      -----        -----      ------------       ----      ------------
<S>                          <C>       <C>            <C>       <C>        <C>               <C>           <C>
Mark Mastrini ............   1996      $66,459        $0          $0       $120,000(1)         $0            $0
President and
Chief Operating Officer      1997     $125,205        $0        $8,333          $0             $0            $0

Lucien Bittar(2) .........   1996      $91,093        $0          $0            $0             $0            $0
Former President and
Chief Operating Officer      1997        $0           $0          $0            $0             $0            $0
</TABLE>

----------

(1)      Represents 100,000 shares of Common Stock, valued at $1.20 per share.

(2)      Mr. Bittar received no compensation from the Company in calendar year
         1997.

Compensation Arrangements

Director Compensation

         As compensation for services, non-employee directors are be paid $2,000
per month and are reimbursed for all expenses incurred in participating in Board
Meetings. The Company anticipates that it will enter into a Consulting Agreement
with Michael Gaggi providing for a fee of $5,000 per month.

         The Company issued options to purchase 50,000 shares, exercisable at
$3.00 per share, to each of Messrs. Warde, Bellini and Bailey at the time each
was elected to the Board of Directors, and has agreed to issue options to
purchase an additional 50,000 shares to each of them (exercisable at the same
price) six months after the IPO Closing.

         During 1996 and 1997 the Company paid personal expenses of certain
directors aggregating approximately $233,000. Of such amount $154,000 was paid
on behalf of Michael Gaggi for transportation, lodging, entertainment and
long-distance telephone expenses and $79,000 for transportation, lodging,
entertainment and long-distance telephone expenses was paid on behalf of Mr.
Balsamo, a former director of the Company. Mr. Gaggi and Mr. Balsamo have agreed
to repay $100,000 of such amount together with interest from September 1, 1997
at the rate of 7% per annum, in eight equal quarterly installments commencing
March 31, 1998. For services rendered, during 1996 the Company issued options to
purchase 100,000 shares of Common Stock, exercisable at $1.00 per share,


                                      -23-
<PAGE>

to each of Messrs. Gaggi and Guadagno. In addition, certain directors have
received commissions in connection with private placement of the Company's
securities. See "Certain Relationships and Related Transactions."

Executive Compensation

         The Company has entered into employment agreements with each of Messrs.
Mastrini, Sendrow and Bellizzi. Each of the employment agreements terminates on
September 30, 2000. Pursuant to their respective agreements each of Messrs.
Mastrini, Sendrow and Bellizzi has agreed to devote his entire working time and
attention to the business of the Company. In addition, each of these individuals
has agreed not to compete with the business of the Company for a period of
ninety days following the termination of his employment with the Company.

         Pursuant to his agreement, Mr. Mastrini is entitled to receive a base
salary initially at the rate of $125,000 per year. The base salary is to
increase by 5% plus the annual increase in the consumer price index on each of
October 1, 1998 and 1999. In addition to his base salary, Mr. Mastrini is to
receive medical and disability insurance comparable to that provided to the
Company's executive employees and a car allowance of $500 per month. As
additional compensation for his services, the Company agreed to issue an
aggregate of 150,000 shares of Common Stock to Mr. Mastrini, including 100,000
shares issued upon execution of his employment agreement, of which 50,000 vested
immediately and 50,000 are subjected to forfeiture in the event Mr. Mastrini is
not in the employ of the Company 12 months after execution of the agreement, and
50,000 shares are to be issued to him on the second anniversary of the execution
of his agreement. In addition to his shares, the Company issued to Mr. Mastrini
options, exercisable at $5.00 per share, to purchase 50,000 shares of Common
Stock, and upon completion of the IPO issued to Mr. Mastrini registered warrants
identical to the Warrants sold to the public in the IPO to purchase 25,000
shares of Common Stock.

         In the event of death, all of Mr. Mastrini's stock and options will
vest immediately. In the event that Mr. Mastrini's employment is "constructively
terminated" (as that term is defined in his employment agreement) all of his
stock and options will vest immediately and he will be entitled to receive the
compensation due under his employment agreement in one lump sum.

         Pursuant to his agreement Mr. Sendrow is entitled to receive a base
salary initially at the rate of $77,000 per year. Mr. Sendrow's base salary
increases by 5% plus the annual increase in the consumer price index on each of
October 1, 1998 and 1999. In addition to his base salary Mr. Sendrow is to
receive medical and disability insurance comparable to that provided to the
Company's executive employees generally and a car allowance of $350 per month.
At the time of the execution of his employment agreement, the Company issued an
aggregate of 100,000 shares of Common Stock to Mr. Sendrow. As additional
consideration for his services, the Company issued to Mr. Sendrow options,
exercisable at $5.00 per share, to purchase 25,000 shares of the Company's
Common Stock.

         Pursuant to his agreement, Mr. Bellizzi is entitled to receive a base
salary initially at the rate of $50,000 per year, subject to a discretionary
increase based upon the Board of Directors review of his performance at the end
of this year. Mr. Bellizzi's base salary increases by 5% plus the annual
increase in the consumer price index on each of October 1, 1998 and 1999. In
addition to his base salary, Mr. Bellizzi is to receive medical and disability
insurance comparable to that provided to the Company's executive employees
generally. At the time of the execution of his employment agreement, the Company
issued an aggregate of 50,000 shares of Common Stock to Mr. Bellizzi. As
additional consideration for his services, the Company issued to Mr. Bellizzi
options, exercisable at $5.00 per share, to purchase 12,500 shares of the
Company's Common Stock.


                                      -24-
<PAGE>

Consultant

         Lucien Bittar has been a consultant to the Company since January 1997,
and receives a consulting fee at the rate of $6,000 per month. Mr. Bittar served
as the Company's President and Chief Operating Officer and a director from its
incorporation in November 1995 until January 1997. Mr. Bittar served as the
Vice-Chairman of the Board from April 1996 until February 1997. From August 1994
through November 1995, Mr. Bittar was president and a director of 1-800 Low-Air
Fare, Inc., the Company's predecessor. Mr. Bittar founded Filigree, Inc., a
travel consulting company, in May 1989 and served as its president and chief
executive officer from that time until he joined 1-800 Low-Air Fare, Inc. in
August 1994. Prior to 1989, Mr. Bittar was employed by Thomas Cook Travel, Inc.
During that time he served as executive vice president responsible for all
United States operations and a member of the Board of Directors. Mr. Bittar
currently owns 200,000 shares of Common Stock.

Promoter

         Vito Balsamo, a former director of the Company, may be considered a
promoter of the Company. Since December 1997, Mr. Balsamo has been Vice
President of Investments at Lexington Capital Partners and Company Ltd. From
1994 until December 1997, Mr. Balsamo held the position of Senior Vice President
of Joseph Stevens & Company, L.P., the investment banking firm with which Mr.
Gaggi was affiliated. Before joining Joseph Stevens & Company Mr. Balsamo served
as Vice President of Barington Capital (September 1993 -- 1994) and as account
executive with Thomas James and Company (September 1992 -- September 1993). For
services rendered, during 1996 the Company issued to Mr. Balsamo options to
purchase 100,000 shares of Common Stock exercisable at $1.00 per share.

Engagement of Employees and Others

         The Board of Directors has determined that the engagement of any
individual, as an employee or otherwise, whose compensation is reasonably
anticipated to exceed $50,000 per annum, inclusive of reimbursable expenses,
will require approval of a majority of the Board.

Stock Option Plan

         Under the Company's 1997 Stock Option Plan (the "Stock Option Plan"),
250,000 shares of Common Stock have been reserved for issuance upon exercise of
stock options. The Stock Option Plan is designed as a means to attract, retain
and motivate qualified and competent persons who are key to the Company and its
subsidiaries, including employees, officers and directors, and upon whose
efforts and judgment the success of the Company is largely dependent, through
the encouragement of stock ownership in the Company by such persons. For
purposes of this discussion, the term director includes directors of the Company
and directors of any of its subsidiaries.

         The Compensation Committee of the Board of Directors or, in the absence
of the appointment of a Committee, the Board of Directors (collectively referred
to herein as the "Compensation Committee") administers and interprets the Stock
Option Plan and is authorized to grant options thereunder to all eligible
employees, officers and directors of the Company. The Stock Option Plan provides
for the granting of both incentive stock options and nonqualified stock options.
Options are granted under the Stock Option Plan on such terms and at such prices
as determined by the Compensation Committee, except that the per share exercise
price of incentive stock options cannot be less than the fair market value of
the Common Stock on the date of grant. Each option is exercisable after the
period or periods specified in the option agreement, but no option may be
exercisable after the expiration of ten years from the date of grant. Incentive
stock options granted to an individual who owns (or is deemed to own) at least
10% of the total combined voting power of all classes of stock of the Company
must have


                                      -25-
<PAGE>

an exercise price of at least 110% of the fair market value of the Common Stock
on the date of grant and a term of no more than five years.

         No incentive stock option, and unless the Compensation Committee's
prior written consent is obtained (which consent may be obtained at the time an
Option is granted) and the transaction does not violate the requirements of Rule
16b-3 promulgated under the Exchange Act no nonqualified stock option, may be
transferred other than by will or the laws of descent and distribution. Each
option may be exercisable during the optionee's lifetime only by the optionee,
or in the case of a nonqualified stock option that has been transferred with the
Compensation Committee's prior written consent, only by the transferee consented
to by the Compensation Committee. Unless the Compensation Committee's prior
written consent is obtained (which consent may be obtained at the time an Option
is granted) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Exchange Act, no shares of Common Stock acquired by an
officer, as that term is defined under Rule 16b-3, of the Company or director
pursuant to the exercise of an option may be transferred prior to the expiration
of the six-month period following the date on which the option was granted.

         The Stock Option Plan also authorizes the Company to make or guarantee
loans to optionees to enable them to exercise their options. Such loans must (i)
provide for recourse to the optionee, (ii) bear interest at a rate no less than
the prime rate of interest, and (iii) be secured by the shares of Common Stock
purchased. The Board of Directors has the authority to amend or terminate the
Stock Option Plan, provided that no such action may substantially impair any
outstanding option without the written consent of the holder, and provided
further that certain amendments of the Stock Option Plan are subject to
shareholder approval. Unless terminated sooner, the Stock Option Plan will
continue in effect until all options granted thereunder have expired or been
exercised, provided that no options may be granted after 10 years from the date
the Board of Directors adopted the Stock Option Plan.

         As of March 25, 1998, the Company had outstanding options to purchase
an aggregate of 87,500 shares of Common Stock under the Plan at a weighted
average exercise price of $5.00 per share.


                                      -26-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of March 25, 1998, the Company had outstanding and entitled to vote
7,508,427 shares of Common Stock, par value $.01 per share ("Common Stock"), and
3,380,000 Redeemable Common Stock Purchase Warrants ("Warrants"). In addition,
the representative of the underwriters of the Company's initial public offering
held warrants to purchase 135,000 shares of Common Stock and 270,000 Warrants,
and the Company had issued a warrant to purchase 100,000 shares exercisable at
$6.00 per share and an aggregate of 687,500 options, exercisable at various
prices, to its officers and directors.

         To the knowledge of the Company, the following table sets forth the
ownership of the Company's Common Stock as of March 25, 1998, by each person
owning more than 5% of such Common Stock, by each officer and director and by
all officers and directors as a group:

<TABLE>
<CAPTION>
                                                                                Percentage of
                                                                                 Common Stock
                                                        Number of Shares         Beneficially
Name and Address (1)                                   Beneficially Owned (1)       Owned
--------------------                                   ----------------------   -------------
<S>                                                        <C>                       <C>
Michael Gaggi (3) ...................................        570,335                  7.4%
Pasquale Guadagno (4) ...............................        795,899                 10.3%
Mark D. Mastrini (5) ................................        125,000                  1.6%
Jerrold B. Sendrow ..................................        100,000                  1.3%
Biagio Bellizzi .....................................         50,000                  .65%
Michael Cantor ......................................        481,609                  6.3%
Perry Trebatch ......................................        480,000                  6.2%
Mees Pierson (Bahamas) Ltd. (6) .....................        558,333                  7.2%
George A. Warde (7) .................................         50,000                  .65%
Carl A. Bellini (7) .................................         50,000                  .65%
L. Douglas Bailey (7) ...............................         50,000                  .65%
Joseph and Louise Modica (8) ........................        434,566                  5.6%
Joseph Stevens Group, LLC............................        448,718                  6.0%
Officers and Directors as a Group (10) (8 persons) ..      1,791,234                 23.3%
</TABLE>

----------
*        Less than 1%.
(1)      Unless otherwise indicated, the address of each of the beneficial
         owners identified is 4802 Gunn Highway, Suite 140, Tampa, Florida
         33624.
(2)      Unless otherwise indicated, each person has sole voting and investment
         power with respect to all shares.
(3)      Does not include 2,500 shares owned beneficially by Rose Gaggi, Mr.
         Gaggi's mother, as to which shares Mr. Gaggi disclaims beneficial
         ownership. Includes 335 shares purchasable pursuant to options
         immediately exercisable at a price of $1.00 per share.
(4)      Includes 65,999 shares purchasable pursuant to options immediately
         exercisable at $1.00 per share.
(5)      Includes 25,000 shares purchasable upon exercise of warrants identical
         to the Warrants sold in the IPO.
(6)      Includes 133,333 shares purchasable upon exercise of options
         immediately exercisable at $1.00 per share. The beneficial owners of
         the shares registered under this name are Clive Knowles and Sonia
         Gallanos.
(7)      Comprised of 50,000 shares purchasable pursuant to options immediately
         exercisable at $3.00 per share.
(8)      The address of such persons is 157 Narrow North, Staten Island, New
         York 10305.
(9)      Includes 250,000 shares purchasable upon exercise of warrants identical
         to the Warrants sold in the IPO.
(10)     Includes 241,334 shares purchasable pursuant to the options referred to
         in footnotes 3, 4, 5 and 7.


                                      -27-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In 1996, the Company issued 100,000 shares of Common Stock to Mark D.
Mastrini, the Company's Chief Operating Officer, as part of his compensation.
The Company also agreed to issue 50,000 shares to Mr. Mastrini if he remains in
the employ of the Company for a period of two years from the IPO Closing. In
addition, pursuant to his Employment Agreement, the Company granted to Mr.
Mastrini options to purchase 50,000 shares of Common Stock, exercisable at $5.00
per share and warrants identical to those sold in the IPO to purchase 25,000
shares.

         In 1995, in connection with the initial capitalization of the Company,
the Company issued 100,000 shares of Common Stock to Jerrold B. Sendrow, the
Company's Chief Financial Officer, for which he paid $1,000. In addition, in
1997 the Company granted to Mr. Sendrow options to purchase 25,000 shares of
Common Stock, exercisable at $5.00 per share.

         In 1995, in connection with the initial capitalization of the Company,
the Company issued 50,000 shares of Common Stock to Biagio Bellizzi, the
Company's Vice-President, Marketing for which he paid $500. In 1997 the Company
granted to Mr. Bellizzi options to purchase 12,500 shares of Common Stock,
exercisable at $5.00 per share.

         Perry Trebatch, who beneficially owns more than 5% of the Company's
outstanding capital stock, has purchased shares of the Company's Common Stock
and loaned money to the Company on various occasions.

         In August 1995, Mr. Trebatch loaned $200,000 to the Predecessor
Business for which he received notes bearing interest at the rate of 10% per
annum. The obligation under these notes was assumed by the Company in connection
with the acquisition of the assets of the Predecessor Business. In addition to
its agreement to pay the principal and interest accrued, the Company issued
200,000 shares of its Common Stock to Mr. Trebatch in consideration for his
agreement to allow the Company to assume this loan. Such shares were valued at
$1.20 per share for purposes of determining the purchase price of the
Predecessor Business. As a result of the Company's failure to timely repay these
notes, in 1996, the principal amount thereof was increased to $300,000 and the
Company accrued interest expense of $100,000. As a result of the Company's
failure to timely repay a portion of the principal amount of these notes, at the
time a partial principal payment was made, the remaining principal balance of
$200,000 was increased to $250,000 and the Company accrued interest expense of
$50,000. In April 1996, Mr. Trebatch purchased 100,000 shares of Common Stock at
a price of $2.00 per share. In January 1997, Mr. Trebatch was issued 60,000
shares in consideration of his agreement to extend the due date of the Company's
notes in respect of which the Company accrued interest expense of $120,000.
Taking into account the value of the shares received by Mr. Trebatch for his
loans and the increase in principal resulting from the Company's failure to
timely repay amounts due, Mr. Trebatch has received interest on all amounts
loaned to the Company at an effective rate of 135% per annum.

         In December 1997, the Company and Mr. Trebatch entered into an amended
agreement wherein Mr. Trebatch agreed to amend the terms of his loan to the
Company to provide that interest on the outstanding principal amount thereof
will accrue at the rate of 12% per annum beginning as of the date of the IPO
Closing, and that interest accrued and the principal portion of the Note will be
paid in fifteen equal monthly installments commencing December 31, 1997 and
continuing through March 1999. Under the amended agreement, the Company has no
obligation to register Mr. Trebatch's shares and, with respect to shares of
Common Stock he currently owns, Mr. Trebatch has agreed that he will not offer,
sell or otherwise dispose of ("Sell") any such shares for a period of one year
after the IPO Closing. In addition, Mr. Trebatch agreed to return warrants to
purchase 300,000 shares of Common Stock at an exercise price of 110% of the
price at which the Common Stock was sold in the IPO (the "IPO Price") which he
had previously been granted and receive in lieu therefor warrants to purchase
100,000 shares


                                      -28-
<PAGE>

of Common Stock at an exercise price equal to 200% of the IPO Price, exercisable
for a period of 7 years. To secure its obligations under the loan, the Company
had previously granted Mr. Trebatch a lien on portions of the Company's
telephone system, which lien remains in effect.

         Michael Cantor, who beneficially owns more than 5% of the Company's
outstanding capital stock, has purchased shares of the Company's Common Stock
and loaned money to the Company on various occasions.

         In October 1995, Mr. Cantor loaned the Predecessor Business $100,000.
This obligation was assumed by the Company in connection with the acquisition of
the assets of the Predecessor Business. As a result of the Company's failure to
timely repay this amount, in June 1996 Mr. Cantor was issued 220,600 shares of
Common Stock in respect of which the Company accrued interest expense of
$551,500. In January 1996, Mr. Cantor loaned the Company $100,000. In addition
to interest at the rate of 10% per annum, the Company issued Mr. Cantor 10,000
shares of Common Stock in consideration of this loan in respect of which the
Company accrued interest expense of $12,000. Taking into account the value of
the shares received by Mr. Cantor as consideration for his loans to the Company
and as a consequence of the Company's failure to timely repay amounts due, Mr.
Cantor has received interest on all amounts loaned to the Company at an
effective rate of 886% per annum.

         The terms of Mr. Cantor's agreements with the Company contain certain
anti-dilution provisions which he claimed required that the Company issue to him
138,000 shares upon completion of the IPO and additional shares in the event
that the Company issued any additional shares during the 90-day period
commencing on the date of the IPO Closing. In satisfaction of its obligations
under these provisions the Company registered Mr. Cantor's shares in the
prospectus supplement which is a part of the Registration Statement (the
"Prospectus Supplement"). Mr. Cantor has agreed not to Sell any of his shares
for a period of one year after the IPO Closing.

         In connection with the acquisition of the assets of the Predecessor
Business, Dr. Jose Colon (a shareholder who is not an officer, director,
promoter, or affiliate of the Company), was issued 40,000 shares of Common
Stock. In January 1996, in connection with a loan made by Dr. Colon, the Company
issued 2,500 shares of Common Stock to Dr. Colon, valued at $1.20 per share in
connection with which it accrued interest expense of $3,000. In July 1996, as a
result of its failure to timely repay this loan the Company issued 30,000 shares
of Common Stock to Dr. Colon, in respect of which the Company accrued interest
expense of $75,000. Taking into account the value of the shares received by Dr.
Colon as consideration for his loans to the Company and as a consequence of the
Company's failure to repay amounts due, Dr. Colon has received interest on all
amounts loaned by the Company at an effective rate of 312% per annum.

         The terms of Mr. Colon's agreements with the Company contain certain
anti-dilution provisions which he contended required that the Company issue to
him 12,500 shares upon completion of the IPO and additional shares if the
Company issued any additional shares during the 90-day period commencing on the
date of the IPO Closing. In satisfaction of its obligations under these
provisions the Company registered Mr. Colon's shares in the Prospectus
Supplement. Mr. Colon has agreed not to Sell any of his shares for a period of
one year after the IPO Closing.

         In 1996 the Company sold and issued 1,387,500 shares of Common Stock to
investors in a private placement conducted in connection with various
individuals who received finder's fees. The Common Stock was sold at an average
price per share of $2.11. The individuals set forth below were paid the
following commissions in connection with the Company's securities in the private
placement: (i) Pasquale Guadagno (Director) -- $45,000; (ii) Scot Spencer
(service provider to the Company) -- $231,000; (iii) Scott M. Goodman an
unaffiliated broker -- $40,000; and (iv) Mario Giovanelli an unaffiliated broker
-- $20,000. The offering was made in reliance on Section 4(2) of the Securities
Act


                                      -29-
<PAGE>

and Regulation D promulgated thereunder, as an offering only to "accredited
investors" (as such term is defined in Rule 501 of the Securities Act) without
general solicitation or advertisements. The Company also paid Mr. Guadagno
$10,000 in connection with the issuance of shares to one of the Company's
lenders.

         In 1996, the Company issued options to purchase 100,000 shares of
Common Stock at $1.00 per share to each of Messrs. Gaggi and Guadagno (each a
director of the Company) and to Mr. Vito Balsamo, a former director of the
Company.

         The Company believes that each of the foregoing transactions was
completed on terms at least as favorable to the Company as those which would
have been obtained from an unaffiliated party, and intends to conduct all future
transactions with directors, officers and affiliates of the Company on an
arms-length basis on terms no less favorable than would be obtained from
unaffiliated third parties. Furthermore, all such transactions will require the
approval of a majority of the independent, disinterested directors. In addition,
the Company intends that in the future, all stock options that it grants will
have exercise prices of no less than 85% of the then current fair market value
of the Common Stock.


                                      -30-
<PAGE>

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.

(a)      Exhibits.

Exhibit                             Description

2.1   --  Asset Purchase Agreement dated as of November 13, 1995 among 1-800
          Low-Air Fare, Inc., S. Travel Inc. and the Company (1)
2.2   --  Amended and Restated Agreement and Plan of Merger dated November 1,
          1996 among the Company, Joseph Stevens Group, Inc. and Joseph Stevens
          Group, LLC (the "Merger Agreement") (1)
2.3   --  Amended and Restated Interim Operating Agreement between the Company
          and Joseph Stevens Group, Inc. (1)
2.4   --  Form of Indemnity and Release Agreement among the Company, Joseph
          Stevens Group, Inc., Joseph Stevens Group, LLC, Steve Rohrlick, Joe
          Elizondo, MOHS, Inc. and WH/JSG LLC (Exhibit C to the Merger
          Agreement, Exhibit 2.2 herein) (1)
2.5   --  Form of Mutual Release Agreement (Exhibit D to Merger Agreement,
          Exhibit 2.2 herein) (1)
2.6   --  Form of Promissory Note from Joseph Stevens Group, Inc. to Joseph
          Stevens Group, Inc. LLC (Exhibit E to the Merger Agreement, Exhibit
          2.2 herein) (1)
2.7   --  Form of Escrow Agreement among the Company, Joseph Stevens Group, Inc.
          and Vincent, Berg, Stalzer, Menendez, P.C. (Exhibit F to the Merger
          Agreement, Exhibit 2.2 herein) (1)
2.8    -- First Amendment dated September 9, 1997 to the Merger Agreement (1)
2.9    -- Second Amendment dated 17, 1997 to the Merger Agreement (1)
2.10   -- Third Amendment dated October 29, 1997 to the Merger Agreement (1)
2.11   -- Fourth Amendment dated December 16, 1997 to the Merger Agreement (1)
3.1    -- Amended and Restated Certificate of Incorporation (1)
3.2    -- Amended and Restated Bylaws (1)
10.1   -- Form of Registrant's 1997 Stock Option Plan (1)
10.2   -- Promissory Note of the Company dated November 7, 1995 in the amount of
          $30,000 to the order of S. Travel, Inc. due and payable November 7,
          1997 (1)
10.3   -- Promissory Note of the Company dated November 7, 1995 in the amount of
          $30,000 to the order of S. Travel, Inc. due and payable November 7,
          1998 (1)
10.4   -- Redemption Agreement between the Company and Michael Cantor (1)
10.5   -- Form of Redemption Agreement between the Company and Jose Colon (1)
10.6   -- Agreement between the Company and Perry Trebatch (1)
10.7   -- Lease dated February 10, 1996 between JFJ Real Estate L.P. and the
          Company (1)
10.8   -- Airlines Reporting Corporation ("ARC") Agent Reporting Agreement (1)
10.9   -- Letter dated march 6, 1996 from ARC approving change of ownership (1)
10.10  -- Subscriber Service Agreement dated November 27, 1995 between the
          Company and Payroll Transfers Interstate, Inc. (1)
10.11  -- Form of Employment Agreement between the Company and Mark D. Mastrini
          (1)
10.12  -- Form of Employment Agreement between the Company and Jerrold B.
          Sendrow (1)
10.13  -- Form of Employment Agreement between the Company and Biagio Bellizzi
          (1)
10.14  -- Form of Consulting Agreement between the Company and Lucien Bittar (1)
10.15  -- Agreement of March 1, 1997 between the Company and Global Discount
          Travel Services (1)
10.16* -- SABRE Subscriber Agreement dated as of January 28, 1994 between S.
          Travel, Inc., (the Company's predecessor entity), and American
          Airlines, Inc. (1)
10.17* -- Amendment No. 1 to SABRE Subscriber Agreement dated February 14, 1994
          between 1800 Low-Air Fare Travel (predecessor entity of the Company),
          and American Airlines, Inc. (1)
10.18* -- Suspension of Service Agreement dated April 3, 1996 between the
          Company and American Airlines, Inc. (1)
10.19* -- Amendment to SABRE Subscriber Agreement dated July 19, 1996 between
          the Company, and American Airlines, Inc. (1)
10.20* -- SABRE Subscriber Agreement dated November 20, 1996 between the Company
          and The SABRE Group, Inc. (1)


                                      -31-
<PAGE>

10.21  -- Cluster Amendment to SABRE Subscriber Agreement dated November 20,
          1996 between the Company and The SABRE Group, Inc. (1)
10.22  -- Lease Agreement effective November 27, 1995 between the Company and
          Roque De La Fuente Alexander Revocable Trust No. 1, and addendum
          thereto dated June 27, 1995 (1)
10.23  -- Form of Promissory Note in amount of $50,000 issued by Michael Gaggi
          to the Company (1)
10.24  -- Form of Promissory Note in amount of $9,000 issued by Lucien Bittar to
          the Company (1)
10.25  -- Form of Promissory Note in amount of $50,000 issued by Vito Balsamo to
          the Company (1)
10.26  -- Form of Registration Rights Agreement among the Company, Michael Gaggi
          and Pasquale Guadagno (1)
10.27  -- Amended Release and Redemption Agreement, dated September 4, 1997,
          between the Company and Michael Cantor (amending the agreement listed
          as Exhibit 10.4 above (1)
10.28  -- Amended Release and Redemption Agreement, dated September 4, 1997,
          between the Company and Jose Colon (amending the agreement listed as
          Exhibit 10.5 above) (1)
10.29  -- Form of Amendment to Agreement, dated September __, 1997, between the
          Company and Perry Trebatch (amending the agreement listed as Exhibit
          10.6 above) (1)
10.30  -- Form of Amendment to Agreement, dated November __, 1997, between the
          Company and Perry Trebatch (amending the agreement listed as Exhibit
          10.6 above, as amended by the agreement listed as Exhibit 10.29 above)
          (1)
10.31  -- Amended and Restated Release and Redemption Agreement, dated November
          __, 1997, between the Company and Michael Cantor (amending the
          agreement listed as Exhibit 10.4 above, as amended by amended
          agreement listed as Exhibit 10.27 above) (1)
10.32  -- Amended and Restated Release and Redemption Agreement, dated November
          __, 1997, between the Company and Jose Colon (amending the agreement
          listed as Exhibit 10.5 above, as amended by amended agreement listed
          as Exhibit 10.28 above) (1)
10.33  -- Agreement dated March 20, 1998 between the Company and Joseph Stevens
          Group, LLC (2)
10.34  -- Pledge Agreement dated March 22, 1998 between the Company, Joseph
          Stevens Group, LLC and Phillips Nizer Benjamin Krim & Ballon LLP (2)
27     -- Financial Data Schedule (3)
23     -- Consent of Independent Accountants (3)

----------
(1)  Incorporated by reference to the Company's Registration Statement on Form
     SB-2 No. 333-28237.
(2)  Incorporated by reference to the Company's Report on Form 8-K filed March
     30, 1998.
(3)  File herewith.
*    Portions of this exhibit are the subject of a confidential treatment
     request.

(b) Reports on Form 8-K.

         On March 27, 1998, the Company filed a Report on Form 8-K with respect
to the Company's agreement with The Joseph Stevens Group, LLC ("JSG") pursuant
to which JSG forfeited its Make-Whole Rights and returned 184,615 shares of
Common Stock to the Company for $558,000. In addition, under such agreement, the
Company concurrently agreed to close on the purchase of certain equipment
located in the office of The Joseph Stevens Group, Inc. and assume certain
equipment leases for an additional $240,000. As part of the agreement, the
Company obtained JSG's agreement not to sell on the open market any of its
shares of the Company's Common Stock prior to January 1, 1999. See Part I, Item
1, "Description of Business - The Stevens Merger."


                                      -32-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 and 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.

Dated:  March 27, 1998              800 TRAVEL SYSTEMS, INC.
                                    (Registrant)


                                    By:  /s/  Mark D. Mastrini
                                         -------------------------------
                                         Mark D. Mastrini, President and
                                             Chief Operating Officer

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

           Signature                      Title                         Date
           ---------                      -----                         ----

/s/ MARK D. MASTRINI           President, Chief Operating
-----------------------          Officer and Director             March 27, 1998
Mark D. Mastrini


/s/ JERROLD B. SENDROW         Vice President -- Finance,
-----------------------          Treasurer and Secretary
Jerrold B. Sendrow               (principal accounting officer)   March 27, 1998


/s/ PASQUALE GUADAGNO          Director                           March 27, 1998
-----------------------
Pasquale Guadagno


/s/ MICHAEL GAGGI              Chairman of the Board              March 27, 1998
-----------------------
Michael Gaggi


/s/ GEORGE A. WARDE            Director                           March 27, 1998
-----------------------
George A. Warde


/s/ CARL A. BELLINI            Director                           March 27, 1998
-----------------------
Carl A. Bellini


/s/ L. DOUGLAS BAILEY          Director                           March 27, 1998
-----------------------
L. Douglas Bailey


                                      -33-

<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                          F-2

Balance Sheets as of December 31, 1997 and 1996                             F-3

Statements of Operations for the years ended December 31, 1997 and 1996     F-5

Statements of Stockholders' Equity for the years ended December 31, 1997
  and 1996                                                                  F-6

Statements of Cash Flows for the years ended December 31, 1997 and 1996     F-7

Notes to Financial Statements                                               F-9


                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


800 Travel Systems, Inc.
Tampa, Florida


We have audited the accompanying balance sheets of 800 Travel Systems. Inc. as
of December 31, 1997 and 1996, and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with 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 financial statements referred to above present fairly, in
all material respects, the financial position of 800 Travel Systems, Inc. at
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.


/s/ Killman, Murrell & Company, P.C.

KILLMAN, MURRELL & COMPANY, P.C.

Certified Public Accountants


Dallas, Texas
February 28, 1998


                                      F-2
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 1997 AND 1996

                                     ASSETS

<TABLE>
<CAPTION>
                                                                   1997           1996
                                                               -----------    -----------
<S>                                                            <C>            <C>
CURRENT ASSETS
     Cash                                                      $    18,710    $   588,960
     Commissions Receivable                                        553,358        118,390
     Receivable from AT&T                                               --         50,228
     Prepaids                                                       16,617         28,804
                                                               -----------    -----------
           TOTAL CURRENT ASSETS                                    588,685        786,382
                                                               -----------    -----------
LEASEHOLD IMPROVEMENTS AND EQUIPMENT - Note 2                      450,667        403,964
     Less Accumulated Depreciation                                (110,104)       (39,734)
                                                               -----------    -----------
     Net Leasehold Improvements and Equipment                      340,563        364,230
                                                               -----------    -----------
EXCESS OF COST OVER FAIR VALUE OF NET
     ASSETS ACQUIRED
     Less accumulated amortization of $93,126 and
           $48,425, respectively                                 1,024,385      1,069,086
                                                               -----------    -----------
DEFERRED OFFERING COSTS - Note 8                                 1,408,573         50,000
                                                               -----------    -----------
OTHER ASSETS
     Trademarks, net of accumulated amortization of $29,616
           and $15,276, respectively                               185,384        199,724
     Related Party Receivables                                     308,425        109,000
     Bonds and Security Deposits                                    37,824         31,007
     Merger Deposits and Deferred Acquisition Costs - Note 9       416,671         99,341
     Prepaid Rent - Note 7                                          68,000         80,000
                                                               -----------    -----------
           TOTAL OTHER ASSETS                                    1,016,304        519,072
                                                               -----------    -----------
           TOTAL ASSETS                                        $ 4,378,510    $ 2,788,770
                                                               ===========    ===========
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements.

                                   (Continued)


                                      F-3
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                                 BALANCE SHEETS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   1997           1996
                                                               -----------    -----------
<S>                                                            <C>            <C>
CURRENT LIABILITIES
     Note Payable - Note 3                                     $    50,000    $        --
     Current Maturities of Long-Term Debt -
           Related Parties - Note 3                                260,000        280,750
     Accounts Payable                                            1,830,652        641,592
     Accrued Liabilities                                           479,670        227,241
                                                               -----------    -----------
                 TOTAL CURRENT LIABILITIES                       2,620,322      1,149,583
DEFERRED RENT                                                      138,228        108,721
LONG-TERM DEBT - Excluding Current Maturities - Note 3              50,000         30,000
                                                               -----------    -----------
                 TOTAL LIABILITIES                               2,808,550      1,288,304
                                                               -----------    -----------
COMMITMENTS AND CONTINGENCIES - Notes 6, 7, 8 and 9                     --             --
STOCKHOLDERS' EQUITY - Note 4, 8, 9 and 12
     Preferred Stock, $.01 par value, 1,000,000 shares authorized;
           none issued                                                  --             --
     Common stock, $.01 par value, 10,000,000 shares authorized;
           5,959,709 and 5,951,209 shares issued and
           outstanding, respectively                                59,597         59,512
     Additional Paid-in-Capital                                  5,297,424      4,976,259
     Stock Subscriptions Receivable                                (21,547)       (32,296)
     Retained Deficit                                           (3,765,514)    (3,503,009)
                                                               -----------    -----------
                 TOTAL STOCKHOLDERS' EQUITY                      1,569,960      1,500,466
                                                               -----------    -----------
                 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 4,378,510    $ 2,788,770
                                                               ===========    ===========
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements.


                                      F-4
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

                                                      1997              1996
                                                  -----------       -----------
REVENUES
     Commissions                                  $ 6,537,146       $ 2,814,237
     Ticket delivery income                         1,784,770           421,540
                                                  -----------       -----------
           Total Revenues                           8,321,916         3,235,777
                                                  -----------       -----------
 OPERATING EXPENSES
     Payroll, commissions and
           employee benefits                        4,307,529         2,490,770
     Telephone                                      1,250,888           702,870
     Ticket delivery expense                          771,249           407,579
     Advertising                                      293,036           137,223
     General and administrative                     1,913,654         1,768,058
     Interest expense                                  54,526         1,114,298
                                                  -----------       -----------
           TOTAL OPERATING EXPENSES                 8,590,882         6,620,798
                                                  -----------       -----------
(LOSS) BEFORE OTHER INCOME                           (268,966)       (3,385,021)
OTHER INCOME                                            6,461            12,610
                                                  -----------       -----------
NET (LOSS)                                        $  (262,505)      $(3,372,411)
                                                  ===========       ===========
(LOSS) PER COMMON SHARE                           $      (.04)      $      (.68)
                                                  ===========       ===========
WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                      5,957,584         4,947,823
                                                  ===========       ===========

                     The accompanying notes are an integral
                       part of these financial statements.


                                      F-5
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                            Additional      Stock
                                                      Common Stock            Paid-in    Subscriptions     Retained
                                                   Shares       Amount        Capital     Receivable        Deficit          Total
                                                -----------   -----------   -----------   -----------    -----------    -----------
<S>                                               <C>         <C>           <C>           <C>            <C>            <C>
BALANCE, DECEMBER 31, 1995                        3,550,000   $    35,500   $   741,276   $   (32,296)   $  (130,598)   $   613,882
     Sale of common stock -
           net of expenses of $469,098 -
           Note 4                                 1,387,500        13,875     2,442,027            --             --      2,455,902
     Issuance of common stock in
           connection with debt issuance
           and services rendered - Note 4         1,013,709        10,137     1,458,581            --             --      1,468,718
     Issuance of stock options and
           warrants for services and interest            --            --       334,375            --             --        334,375
     Net loss, year ended
           December 31, 1996                             --            --            --            --     (3,372,411)    (3,372,411)
                                                -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, DECEMBER 31, 1996                        5,951,209        59,512     4,976,259       (32,296)    (3,503,009)     1,500,466
     Issuance of common stock in
           connection with debt issuance
           and services - Note 4                      8,500            85        21,165            --             --         21,250
     Issuance of stock options to
           Directors - Note 4                            --            --       300,000            --             --        300,000
     Payment of stock subscription                       --            --            --        10,749             --         10,749
     Net loss, year ended
           December 31, 1997                             --            --            --            --       (262,505)      (262,505)
                                                -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, DECEMBER 31, 1997                        5,959,709   $    59,597   $ 5,297,424   $   (21,547)   $(3,765,514)   $ 1,569,960
                                                ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements.


                                      F-6
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                    1997           1996
                                                                -----------    -----------
<S>                                                             <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net (loss)                                                 $  (262,505)   $(3,372,411)
     Adjustments to reconcile net loss to net cash
           used in operating activities:
                 Depreciation and Amortization                      129,411         97,866
                 Stock, options and warrants issued for
                       expenses and debt redemption                 321,250      1,803,093
                 Prepaid Rent Amortization                           12,000          8,000
                 Changes in operating assets and liabilities,
                       net of effects of acquisition:
                       (Increase) in receivables                   (384,740)      (149,005)
                       (Increase) decrease in prepaids and
                          other assets                                5,370        (21,581)
                       Increase in related party receivables       (199,425)      (100,000)
                       Increase in deferred rent liability           29,507        108,721
                       Increase in accounts payable and
                          accrued expenses                        1,441,489        530,167
                                                                -----------    -----------
                          NET CASH (USED IN) PROVIDED BY
                              OPERATING ACTIVITIES                1,092,357     (1,095,150)
                                                                -----------    -----------
CASH FLOW FROM INVESTING ACTIVITIES
     Purchase of leasehold improvements and equipment               (46,703)      (371,546)
     Purchase of Trademark                                               --        (15,000)
     Merger deposits and deferred acquisition costs                (317,330)       (99,341)
                                                                -----------    -----------
                          NET CASH FLOW USED BY
                              INVESTING ACTIVITIES                 (364,033)      (485,887)
                                                                -----------    -----------
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements.
                                   (Continued)


                                      F-7
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                    1997           1996
                                                                -----------    -----------
<S>                                                             <C>            <C>
CASH FLOW FROM FINANCING ACTIVITIES
     Deferred offering cost                                     $(1,358,573)   $   (50,000)
     Proceeds from borrowings, net                                   50,000             --
     Principal payments on debt                                        (750)      (281,000)
     Issuance of common stock                                            --      2,481,404
     Stock Subscription Collection                                   10,749             --
                                                                -----------    -----------
                 NET CASH FLOW (USED IN) PROVIDED BY
                     FINANCING ACTIVITIES                        (1,298,574)     2,150,404
                                                                -----------    -----------
NET INCREASE (DECREASE) IN CASH                                    (570,250)       569,367
CASH AT THE BEGINNING OF PERIOD                                     588,960         19,593
                                                                -----------    -----------
CASH AT THE END OF PERIOD                                       $    18,710    $   588,960
                                                                ===========    ===========
SUPPLEMENTAL DISCLOSURE OF
     CASH FLOW INFORMATION
           Cash paid during the period for:
                 Interest Expense                               $    39,953    $    67,205
                                                                ===========    ===========
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements.


                                      F-8
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1997 AND 1996


NOTE 1: BUSINESS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

800 Travel Systems, Inc. (the "Company") is a telemarketing travel company which
provides air transportation reservation services. The Company was formed in
November 1995 to acquire certain of the assets and assume certain liabilities of
1-800-Low Airfare, Inc. (the Predecessor Business), which occurred December 1,
1995.

The Company strives to furnish the lowest air fare available at the time of
reservation within the parameters provided by a customer.

The Company incorporated LAF Financial Services, Inc. ("LAF") on January 16,
1996, in the State of Delaware. At December 31, 1997, LAF had not issued any
stock and had conducted no business activities.

Leasehold Improvements and Equipment

Leasehold improvements and equipment is stated at cost, less accumulated
depreciation. Depreciation is computed on the straight-line method over the
estimated useful lives of the respective assets, five to ten years.

Excess of Cost Over Fair Value of Net Assets

The excess of cost over fair value of net assets acquired is amortized over a
period of twenty-five (25) years. The Company periodically reviews the carrying
amount of this asset and evaluates its recoverability based upon future
estimated operating cash flows.

Trademarks

The cost of the trademarks is being amortized using the straight-line method
over their useful estimated lives of fifteen (15) years.

Revenue Recognition

Commission revenues are recognized when travel services are ticketed.

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

      Accounts Receivable, Accounts payable and Notes Payable: The carrying
amount reported in the balance sheet for accounts receivable, accounts payable
and notes payable approximates their fair values due to their relatively short
maturity.

      Long-Term Debt: The fair values of the Company's fixed-rate long-term debt
is estimated using discounted cash flow analyses, based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements. At
December 31, 1997, the fair value of the Company's long-term debt approximated
its carrying value.

                                   (Continued)


                                      F-9
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996


NOTE 1: BUSINESS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Income Taxes

The Company records income tax expense using the liability method of accounting
for deferred income taxes. Under the liability method, deferred tax assets and
liabilities are recognized for the expected future tax consequences of temporary
differences between the financial statement and income tax bases of the
Company's assets and liabilities. An allowance is recorded when it is more
likely than not that any or all of a deferred tax assets will not be realized.
The provision for income taxes includes taxes currently payable plus the net
change during the accounting period in deferred tax assets and liabilities
recorded by the Company.

Concentration of Credit Risk

The Company places its cash and temporary cash investments with high credit
quality financial institutions. At times such investments may be in excess of
FDIC insurance limits. At December 31, 1997, the Company's deposits did not
exceed FDIC insurance limits.

Advertising

Advertising costs are charged to expense as incurred and for the period ended
December 31, 1997 and 1996, amounted to $293,036 and $137,223, respectively.

Stock Based Compensation

In October 1995, the Financial Accounting Standard Board issued Statement
No.123, "Accounting for Stock Based Compensation." Statement No 123 established
a fair value method for accounting for stock-based compensation plans either
through recognition or disclosure. The Company has recognized in the
accompanying statements of operations the fair value amounts applicable to
stock-based compensation.

Use of Estimates

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

                                   (Continued)


                                      F-10
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996


NOTE 1: BUSINESS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Net Loss Per Common Share

Net income (loss) per common share is based on the weighted average number of
common shares outstanding during each respective year.

At December 31, 1997, the Company had issued stock options for 687,500 shares of
stock and stock warrants for 375,000 shares of stock, the earnings per share
computation did not include the exercise of the stock options and warrants due
to the antidilutive effect.

New Accounting Standards

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
(Statement No. 128), which is required to be adopted for financial statements
issued for annual or interim periods after December 15, 1997. The adoption of
Statement No. 128 required a change in the presentation of earnings per share
(EPS) to replace primary and fully diluted EPS with a presentation of basic and
diluted EPS and to restate EPS for all periods presented. The adoption of
Statement No. 128 did not have a material impact on the Company's financial
statements.

In February 1997, the FASB also issued Statement of Financial Accounting
Standards No. 129, "Disclosure of Information about Capital Structure"
(Statement No. 129). Statement No. 129 establishes standards for disclosing
information about entity's capital structure and applies to all entities.
Statement No. 129 continues the previous requirements to disclose certain
information about an entity's capital structure found in APB Opinions No. 10,
"Omnibus Opinion -- 1996", and 15, "Earnings per Share", and FASB Statements of
Financial Accounting Standards No. 47, "Disclosure of Long-Term Obligation", for
entities that were subject to the requirements of APB Opinions 10 and 15 and
Statement No. 47 and consolidates them for ease of retrieval and for greater
visibility to non-public entities. Statement No. 129 is effective for financial
statements for periods ending after December 15, 1997. The Company experienced
no material revision in its disclosures when Statement No. 129 was adopted.

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (Statement No. 130). Statement No. 130
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general
purpose financial statements. Statement No. 130 requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. It does not require a
specific format for that financial statement but requires that an entity display
an amount representing total comprehensive income for the period in that
financial statement. Statement No. 130 is effective for fiscal years beginning
after December 15, 1997. Reclassification of financial statements for earlier
periods provided for comparative purposes is required. Statement No. 130 will
have no impact on the financial condition or results of operations of the
Company, but will require changes in the Company's disclosure and presentation
requirements.

                                   (Continued)


                                      F-11
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 1: BUSINESS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Reclassifications

Certain prior year balances have been reclassified to conform with the current
presentation.

NOTE 2: LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment by major classification are as follows:

                                                             December 31,
                                                    ---------------------------
                                                       1997              1996
                                                    ---------         ---------
Leasehold Improvements                              $ 155,885         $ 155,885
Telephone Equipment                                   155,100           147,133
Furniture and Fixtures                                 78,106            78,106
Computer Equipment                                     14,858            14,858
Office Equipment                                       46,718             7,982
                                                    ---------         ---------
                                                      450,667           403,964

    Less Accumulated Depreciation                    (110,104)          (39,734)
                                                    ---------         ---------
       TOTAL LEASEHOLD IMPROVEMENTS
       AND EQUIPMENT                                $ 340,563         $ 364,230
                                                    =========         =========

NOTE 3: NOTES PAYABLE AND LONG-TERM DEBT - RELATED PARTIES

On December 18, 1997, the Company borrowed $50,000 from an individual and
executed a note agreement with the following terms:

     o    12% interest rate
     o    3% loan origination fee paid to noteholder
     o    Due date is the earlier of (1) the closing of the Company's initial
          public offering or (2) June 1, 1998
     o    Unsecured

                                   (Continued)


                                      F-12
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 3: NOTES PAYABLE AND LONG-TERM DEBT - RELATED PARTIES (CONTINUED)

At December 31, 1997 and 1996, long-term debt was as follows:

<TABLE>
<CAPTION>
                                                                     1997       1996
                                                                   --------   --------
<S>                                                                <C>        <C>
   10% purchase money notes, payable in three
   annual installments of $30,000 plus interest,
   due November 1998, unsecured                                    $ 60,000   $ 60,000

   12% note payable, payable in monthly principal
   installments of $16,667 plus interest, due February 29, 1999,
   secured by a telephone system                                    250,000    250,000

   Other                                                                 --        750
                                                                   --------   --------
                                                                   $310,000   $310,750
                                                                   ========   ========
</TABLE>


Approximate maturities of long-term debt at December 31, 1997 are as follows:

   1998                                                                $260,000
   1999                                                                  50,000
                                                                       --------
                                                                       $310,000
                                                                       ========

NOTE 4: STOCKHOLDERS' EQUITY

In connection with the initial capitalization of the Company 3,229,600 shares of
common stock were issued in exchange for subscriptions receivable of $32,296
(par value). The $21,547 had not been paid as of December 31, 1997.

During February 1996, the Company initiated a private placement of shares of
common stock. As of December 31, 1996, a total of 1,387,500 shares of common
stock had been sold and issued. These shares carry certain resale restrictions.
The total sales price of these shares was $2,845,000. Sales commissions
amounting to $360,000 were paid to related parties.

In February 1996, the Company issued 20,000 shares valued at $50,000 as a
rollover of a past due note payable.

During 1996, the Company issued 100,000 shares of stock to an officer of the
Company as a bonus. An expense of $120,000 has been recognized in connection
this transaction.

A total of 180,000 shares have been issued in 1996, for consulting services for
which an expense of $336,000 has been recognized.

                                   (Continued)


                                      F-13
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996


NOTE 4: STOCKHOLDERS' EQUITY (CONTINUED)

A total of 12,500 shares have been issued in connection with loans obtained. The
value of $15,000 was amortized as additional interest expense over the term of
the loans.

During 1996, the Company issued 40,000 shares of common stock, valued at
$100,000, to its landlord in connection with a lease. This amount will be
amortized as additional rent expense at the rate of $1,000 per month. The
$92,000 unamortized balance is included in prepaid expenses and other assets in
the accompanying December 31, 1996 balance sheet.

In connection with late penalties for past due loans, two related party
creditors received during 1996, 361,209 shares of common stock valued at
$847,718.

In 1996, the Company issued 275,000 warrants to purchase 275,000 shares of the
Company's common stock at a price of 110% of the public offering price. The
warrants can be exercised beginning on the first anniversary date of the public
offering. The fair value of the warrants was twelve and one half cents ($.125)
per warrant (aggregate fair value $34,375). The warrants were issued as
incentive to extend a certain note payable; therefore, the fair value was
recognized as interest expense in 1996.

In 1996, the Company issued options to purchase 300,000 shares of its common
stock at a price of $1.00 per share. These options can be exercised beginning
one year from date of grant. The fair value of the common stock at the date of
issuance of the options was $2.00 per share; therefore, the accompanying
statement of operations for the year ended December 31, 1996, recognized a
consulting expense of $300,000 applicable to the difference between the option
exercise price and the fair value of the shares at the date of the grant of the
option.

In 1997, the Company issued 8,500 shares of its common stock valued at $21,250
for services.

In October and November 1997, three individuals were elected to the Board of
Directors of the Company and each of these new directors were issued options to
purchase 50,000 shares of the Company's common stock at a price of $3.00 per
share. The difference between the option price and the initial public offering
price of $5.00 was recognized as a charge against operations at the time the
options were issued. In addition, each new director was given an option to
purchase 50,000 shares of the Company's common stock at $3.00 per share
exercisable six months after the closing of the Company's initial public
offering. The difference between the initial public offering price and the
option price of these options will be amortized as a charge to operations
ratable over the six month period.


                                      F-14
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 5: INCOME TAXES

The tax effects of temporary differences that give rise to deferred tax assets
and liabilities are as follows:

                                                         December 31,
                                                    ----------------------
                                                      1997         1996
                                                    ---------    ---------
           Deferred Tax Assets:
                 Net operating loss carryforwards   $ 811,000    $ 779,000
                 Less valuation allowance            (811,000)    (779,000)
                                                    ---------    ---------
                       NET DEFERRED TAX ASSET       $      --    $      --
                                                    =========    =========

At December 31, 1997 and 1996, the Company has a tax net operating loss
carryforward of approximately $2,386,000 and $2,423,000 respectively, to offset
future taxable income. The tax net operating loss carryforwards begin to expire
in 2010. Realization of any portion of the deferred tax asset resulting from the
Company's net operating loss carryforward is not considered more likely than
not. Accordingly, a valuation allowance has been established for the full amount
of the deferred tax asset.

NOTE 6: COMMITMENTS AND CONTINGENCIES

The minimum future office rental commitment for leases approximates the
following:

           Year ending December 31,
                    1998                                  $  189,921
                    1999                                     196,877
                    2000                                     206,615
                    2001                                     213,571
                    2002                                     223,309
                 Thereafter                                1,084,053
                                                          ----------
                                                          $2,114,346
                                                          ==========

Rent expense totaled approximately $229,000 and $170,000 for the years ended
December 31, 1997 and 1996, respectively.

                                   (Continued)


                                      F-15
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996


NOTE 6: COMMITMENTS AND CONTINGENCIES (Continued)

The Company entered into a services agreement with a stockholder. The agreement
expired on December 31, 1996, and required $3,000 payments per week plus
expenses. This stockholder was paid services fees amounting to $152,700, a
common stock bonus of 150,000 shares of common stock (fair market value of
$300,000), commissions for sale of stock of $221,000, plus expenses of $199,853
for the year ended December 31, 1996. For the year ended December 31, 1997, the
same stockholder was paid $114,800 as services fees, plus expenses of $296,109.

In September 1996, the Company entered into a new agreement with its telephone
service provider. Pursuant to the new four-year agreement, the telephone service
provider granted the Company a credit of $15,000 towards installation charges
and an additional $180,000 for general charges in the fifth month following the
initiation of service (subject to forfeiture in the event the Company
discontinues services in the second year of the agreement) and will grant the
Company a credit of $180,000 for general charges in the seventeenth month
following initiation of services. These credits are being recognized as
reduction in telephone expense ratably over the four year term of the agreement.
The agreement requires a minimum annual commitment to the telephone service
provider of $1,680,000.

The Company is dependent on two (2) airlines for approximately fifty percent
(50%) of its revenues, and the Company's ability to quote air travel ticket
prices, make reservations and sell tickets is dependent upon the performance of
Sabre electronic travel reservation system.

The Company entered into employment agreements with three (3) executive
employees, which include the following contract provisions:

     o    Aggregate initial base compensation of $252,000

     o    Annual pay raises of five percent (5%) of base compensation plus the
          annual increase in the consume price index on each October 1, 1998 and
          1999

     o    Agreements terminate September 30, 2000

     o    Each employee agrees not to compete with the business of the Company
          for a period of ninety (90) days following the termination of their
          employment with the Company

     o    Options to purchase 87,500 shares of the Company's common stock at a
          price of $5.00 per share

     o    Registered warrants to purchase 25,000 shares of Company stock

As a further inducement to sign the above mentioned employment agreement, the
President of the Company will be issued 50,000 shares of the Company's common
stock on the second anniversary of the execution of his employment agreement.
The per share fair value of the shares to be issued was $5.00, and the
aggregated value of $250,000 will be amortized as a charge against operations
ratably over the two (2) years.


                                      F-16
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 7: SUPPLEMENTAL CASH FLOW INFORMATION

For the year ended December 31, 1996:

     1)   The Company issued 20,000 shares of common stock valued at $50,000 for
          a note payable.

     2)   The Company issued 12,500 shares of common stock for past due interest
          totaling $15,000 on two notes payable.

     3)   There were 40,000 shares of common stock issued to JFJ Realty as
          prepaid rent of $100,000.

     4)   Various creditors of the Predecessor Business and the Predecessor
          Business were issued 300,000 shares of common stock.

     5)   The Company issued 361,209 shares of common stock valued at $847,718
          for two past due notes payable.

     6)   The Company issued 100,000 shares of common stock with a value of
          $120,000 as a bonus to the Company's President.

     7)   Two shareholders were issued 180,000 shares of common stock valued at
          $336,000 for consulting services.

     8)   The Company issued 300,000 stock options with a fair value of $1.00
          for services.

     9)   The Company issued 275,000 warrants with a fair value of $.125 in
          recognition of a loan extension.

For the year ended December 31, 1997:

     1)   The Company issued 8,500 shares of common stock valued at $21,250 for
          services.

     2)   The Company issued stock options for the purchase of 150,000 shares of
          the common stock at a price of $3.00 which was $2.00 per share less
          than its fair value. The aggregate $300,000 was charged against
          operations in 1997.


                                      F-17
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 8:  INITIAL PUBLIC OFFERING

On January 15, 1998, the Company completed an initial public offering and sold
1,350,000 shares of its common stock (par share $.01) at a price of $5.00 per
share and 2,700,000 redeemable common stock purchase warrants at a price of
$.125 per warrant. The following summarizes this financial transaction:

Proceeds from Offering:
      Common Stock                                                  $ 6,750,000
      Redeemable Purchase Warrants                                      337,500
                                                                    -----------
                                                                      7,087,500
      Less Underwriters' Commission and Expense (13%)                  (921,375)
                                                                    -----------
Net Proceeds to Company                                               6,166,125
      Less Company's Offering Expenses                               (1,410,929)
                                                                    -----------
Net Proceeds                                                        $ 4,755,196
                                                                    ===========

The $6,166,125 was deposited in the Company's bank account on January 21, 1998.

Each warrant entitles its holder to purchase one (1) share of the Company's
common stock at a price of $6.25 per share during the five year period
commencing on January 15, 1998. The warrants are redeemable by the Company for
$0.05 per warrant on not less than thirty (30) nor more than sixty (60) days
written notice if the closing price for the common stock for seven (7) trading
days during a ten (10) consecutive trading period ending not more than fifteen
(15) days prior to the date that the note of redemption is mailed equals or
exceeds $10.00 per share.

Upon completion of the initial public offering, the Company's stockholders'
equity is as follows:

<TABLE>
<CAPTION>
                                                             December 31,     January 15,
                                                                1997            1998
                                                            ------------    ------------
                                                            (As Reported)
<S>                                                        <C>             <C>
    Common Stock, $.01 par value, 10,000,000 shares
          authorized; 5,959,709 and 7,309,709 in 1997
          and 1998, respectively                            $     59,597    $     73,097
    Additional Paid-in-Capital                                 5,297,424      10,247,120
    Stock Subscription Receivable                                (21,547)        (21,547)
    Retained Deficit                                          (3,765,514)     (3,765,514)
                                                            ------------    ------------
                                                            $  1,569,960    $  6,533,156
                                                            ============     ===========
</TABLE>

The additional paid-in-capital balance at January 15, 1998 is stated net of an
estimated $208,000 income tax effect.


                                      F-18
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 9:  MERGER AGREEMENT

In November, 1996, Company entered into a merger agreement with the Joseph
Stevens Group, Inc. ("Stevens"). The agreement calls for all of the capital
stock of Stevens to be exchanged for shares of the Company's common stock and a
note payable of $1,578,000 (subject to adjustment for assumed liabilities). The
merger became effective on the effective date of the Company's initial public
offering (January 15, 1998). The Company had made an escrow payment of $46,665
to the seller in connection with the anticipated merger. In addition the Company
has incurred costs and expenses associated with the merger of $295,006 which
were deferred at December 31, 1997, and made an advance payment on the note
payable of $75,000.

Upon the effective date, the Company issued to the Selling Shareholder 383,333
shares of the Company's stock. If, on the second anniversary date of the public
offering, the value of the Company's shares then held by the Selling
Shareholder, together with the aggregate amount of cash and the fair market
value of any assets or properties received by the Selling Shareholder in
connection with the sale prior to the second anniversary of the closing date of
all or any of the shares received in the merger, is less than $2,571,000, then
the Company shall issue to the Selling Shareholder, on the second anniversary of
the public offering closing, additional shares of the Company, using the price
of the Company's common stock on the second anniversary of the public offering
closing and an appropriate number of additional common shares of the Company
shall be issued to the Selling Shareholder based upon such price in order to
make up any such deficiency.

As part of the merger agreement, the Company entered into an operating agreement
with Stevens, whereby, the Company assumed all operations of Stevens as of
January 1, 1997, and assumed any economic gains or losses from these operating
activities. The financial statement for the year ended December 31, 1997,
includes the operations of Stevens from January 1, 1997 to December 31, 1997.
For the year ended December 31, 1997, approximately thirty-seven per cent (37%)
of commission revenues were applicable to the Stevens operations.

NOTE 10: GROSS RESERVATIONS

The gross dollar amounts for reservations of airline tickets were as follows:

                                          Year Ended December 31,
                                        ---------------------------
          Quarter                          1997             1996
                                        -----------     -----------
          January - March               $10,441,784     $ 3,779,151
          April - June                   13,134,864       6,791,925
          July - September               15,576,003       6,387,082
          October - December             14,693,237       6,632,624
                                        -----------     -----------
                                        $53,845,888     $23,590,782
                                        ===========     ===========


                                      F-19
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996


NOTE 11: QUARTERLY FINANCIAL DATA (UNAUDITED)

The following summarizes the results of operations for each of the quarters in
the year ended December 31, 1997 and 1996 ('000 omitted, except for (loss) per
share):

<TABLE>
<CAPTION>
                                               1996                                                 1997
                       ---------------------------------------------------    -------------------------------------------------
                       Mar 31,    Jun 30,    Sep. 30,    Dec 31      Total    Mar 31,    Jun 30,   Sep. 30,   Dec 31      Total
                       -------    -------    --------    ------      -----    -------    -------   --------   ------      -----
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>        <C>
Revenues               $   364    $   959    $   867    $ 1,046    $ 3,236    $ 1,639    $ 2,083   $ 2,294   $ 2,306    $ 8,322

Operating Expenses       1,539      1,519      1,499      2,064      6,621      1,979      1,955     2,151     2,506      8,591

(Loss) Income Before
     Other Income       (1,175)      (560)      (632)    (1,018)    (3,385)      (340)       128       143      (200)      (269)

Other Income                --          6         64        (57)        13          3          2        --         1          6

Net (Loss) Income       (1,175)      (554)      (568)    (1,075)    (3,372)      (337)       130       143      (199)      (263)

(Loss) Per Share          (.29)      (.12)      (.11)      (.19)      (.68)      (.06)       .02       .02      (.03)      (.04)
</TABLE>

In the last quarter of 1997, the Company recognized a $300,000 charge against
operations applicable to the stock options issued to members of the Board of
Directors.

NOTE 12:  STOCK OPTIONS AND WARRANTS

In 1997, the Company adopted its 1997 Stock Option Plan (the "Stock Option
Plan"), and under the Stock Option Plan, 250,000 shares of common stock have
been reserved for issuance upon exercise of stock options. The Stock Option Plan
is designed as a means to attract, retain and motivate qualified and competent
persons who are key to the Company, including employees, officers and directors,
and upon whose efforts and judgment the success of the Company is largely
dependent, through the encouragement of stock ownership in the Company by such
persons.

                                   (Continued)


                                      F-20
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 12:  STOCK OPTIONS AND WARRANTS (CONTINUED)

The Compensation Committee of the Board of Directors (the "Compensation
Committee") administers and interprets the Stock Option Plan and is authorized
to grant options thereunder to all eligible employees, officers and directors of
the Company. The Stock Option Plan provides for the granting of both incentive
stock options and nonqualified stock options. Options are granted under the
Stock Option Plan on such terms and at such prices as determined by the
Compensation Committee, except that the per share exercise price of incentive
stock options cannot be less than the fair market value of the common stock on
the date of grant. Each option is exercisable after the period or periods
specified in the option agreement, but no option may be exercisable after the
expiration of ten years from the date of grant. Incentive stock options granted
to an individual who owns (or is deemed to own) at least 10% of the total
combined voting power of all classes of stock of the Company must have an
exercise price of at least 110% of the fair market value of the common stock on
the date of grant and a term of no more than five years.

No incentive stock option, and unless the Compensation Committee's prior written
consent is obtained (which consent may be obtained at the time an Option is
granted) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Exchange Act no nonqualified stock option, may be
transferred other than by will or the laws of descent and distribution. Each
option may be exercisable during the optionee's lifetime only by the optionee,
or in the case of a nonqualified stock option that has been transferred with the
Compensation Committee's prior written consent, only by the transferee consented
to by the Compensation Committee. Unless the Compensation Committee's prior
written consent is obtained (which consent may be obtained at the time an Option
is granted) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Exchange Act, no shares of common stock acquired by an
officer, as that term is defined under Rule 16b-3, of the Company or director
pursuant to the exercise of an option may be transferred prior to the expiration
of the six-month period following the date on which the option was granted.

The Stock Option Plan also authorizes the Company to make or guarantee loans to
optionees to enable them to exercise their options. Such loans must (i) provide
for recourse to the optionee, (ii) bear interest at a rate no less than the
prime rate of interest, and (iii) be secured by the shares of common stock
purchased. The Board of Directors has the authority to amend or terminate the
Stock Option Plan, provided that no such action may substantially impair any
outstanding option without the written consent of the holder, and provided
further that certain amendments of the Stock Option Plan are subject to
shareholder approval. Unless terminated sooner, the Stock Option Plan will
continue in effect until all options granted thereunder have expired or been
exercised, provided that no options may be granted after 10 years from the date
the Board of Directors adopted the Stock Option Plan.

As of December 31, 1997, the Company had outstanding options to purchase an
aggregate of 87,500 shares of common stock under the Plan at a weighted average
exercise price of $5.00 per share.

                                   (Continued)


                                      F-21
<PAGE>

                            800 TRAVEL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 1997 AND 1996

NOTE 12:  STOCK OPTIONS AND WARRANTS (CONTINUED)

The following is a summary of all the stock option activity:

                                                               Weighted Average
                                                   Stock       Exercise Price
                                                  Options         Per Share
                                                  -------      ----------------
Outstanding as of December 31, 1995                    --         $     --
      Granted                                     300,000         $   1.00
      Expired or cancelled                             --         $     --
                                                  -------
Outstanding as of December 31, 1996               300,000         $   1.00
      Granted                                     387,500         $   3.46
      Expired or cancelled                             --         $     --
                                                  -------
Outstanding as of December 31, 1997               687,500         $   2.39
                                                  =======
Exercisable at:
      December 31, 1996                           300,000         $   1.00
                                                  =======         ========
      December 31, 1997                           450,000         $   1.67
                                                  =======         ========
Available for grant:
      December 31, 1997                           162,500
                                                  =======

At December 31, 1997, the Company had 375,000 warrants outstanding with a
weighted average exercise price of $7.25.


                                      F-22