SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______   TO   _______ 
                                 
                         Commission File Number 1-10751

                             OBJECTSOFT CORPORATION
--------------------------------------------------------------------------------
                  (Name of small business issue in its charter)

              Delaware                                      22-3091075  
   --------------------------------                      ----------------       
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)


Continental Plaza III, 433 Hackensack Avenue, Hackensack, New Jersey      07601 
--------------------------------------------------------------------  ----------
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number:    (201) 343-9100

Securities registered  under  Section  12(b) of the Exchange  Act: None 
         Title of each class: None 
         Name of each exchange on which registered:
Securities registered under Section 12(g) of the Exchange Act:
         Title of Each Class:     Common Stock
                                  Redeemable Class A Warrants

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes X No
                                                                          
Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenue for the fiscal year ended December 31, 1998 was $160,465.

At March 23,  1999,  the  aggregate  market  value of the  Common  Stock held by
non-affiliates was $12,440,176 (corresponding to 5,237,969 shares).

At March 23, 1999, 6,912,469 shares of Common Stock were issued and outstanding.

DOCUMENTS  INCORPORATED BY REFERENCE:  Portions of the issuer's Definitive Proxy
Statement  for the 1999  Annual  Meeting  of  Stockholders  of the  Company  are
incorporated by reference into Part III hereof.

Transitional Small Business Disclosure Format (check one):   Yes      No  X   
                                                                 ----    ----  
<PAGE>
                                     PART I


Item 1.           Description of Business
                  -----------------------

General

         ObjectSoft Corporation ("ObjectSoft" or the "Company") was incorporated
in  Delaware in January  1996 and is the  surviving  corporation  of a merger on
January 31, 1996 between it and its predecessor,  ObjectSoft Corporation,  a New
Jersey corporation incorporated in December 1990.

         The Company's  executive  offices are located at Continental Plaza III,
433 Hackensack  Avenue,  Hackensack,  New Jersey 07601;  its telephone number is
(201)  343-9100;  its facsimile  number is (201)  343-0056;  its Internet e-mail
address is investors@Objectsoftcorp.com;  and its homepage on the World-Wide Web
is at http://www.objectsoft.net.

         The Company is currently  engaged in the  business of providing  retail
kiosks that offer transaction-based and  advertising-supported  services through
interactive  public access  terminals (IPATs or kiosks) as well as the Internet.
These kiosks utilize a foundation  developed  during projects with the Cities of
New York and San Francisco that support many retail businesses with a minimum of
adaptation.  The kiosk can easily change its personality (i.e., "look and feel")
in three ways:

         o        Change the appearance of the enclosure
         o        Change the on-screen graphics
         o        Change the database supporting what is being retailed

         The Company's  IPATs are primarily  held for operating  income which is
derived from rental and advertising fees and transactional  revenue,  but may be
sold outright to some  customers.  This approach allows the Company control over
the look and  operation of its kiosks.  A customer can  recognize the brand name
and develop an  expectation  for how the kiosk will  operate.  In addition,  the
Company can control the content to ensure that it is being kept  up-to-date.  An
IPAT is a machine  deployed  in areas with high  pedestrian  traffic or within a
retail  outlet  that  permits  the general  public to obtain  information  or to
purchase  goods and  services.  At a minimum,  an IPAT  contains a  computer,  a
computer  monitor  and a touch  screen.  It may also  contain one or more of the
following devices:  keyboard, page printer, receipt printer, credit card reader,
video camera,  signature pad,  communications  devices,  a second processor,  an
upper monitor,  a ticket  printer,  illuminated  signs or  combinations of these
devices. The IPATs use standard, off-the-shelf operating systems and proprietary
software to control and manage the IPAT functions.

         The  Company's  newest  product  is  FastTake(R),   which  the  Company
introduced  in October  1998 at the East Coast Video Show and began  shipping in
March 1999. FastTake(R) is initially
                                                                               
                                       2
<PAGE>



targeted  for the video  industry.  It permits  users to search a database for a
favorite actor or director, or by a portion of the movie name. The user can then
access  facts  about the movie  title,  a plot  summary,  the names of its major
actors and directors,  still pictures from the movie (photographs) and a preview
of the video (known as a trailer).  For the video store owner,  FastTake(R)  has
three main purposes:

         o    Provide the consumer with an easy way to locate  "Catalog  Titles"
              (i.e.,  older  films).  The consumer  does not normally  require a
              kiosk to find the latest video titles which are heavily  marketed;
              FastTake(R) assists consumers find older titles that are no longer
              marketed.

         o    Generate revenue through a three-way "barter." Studios provide the
              Company with barter product, typically Catalog Titles with a value
              of approximately $100 per title per kiosk, based on manufacturer's
              suggested retail price (MSRP).  This product would be placed on or
              near the kiosk.  This  increases  the chances that a consumer will
              see the title and want to buy or rent it.

         o    Support  direct  product sales.  Advertisers  can sell  additional
              products through the kiosk, such as candy,  popcorn, soda and toys
              that  are  related  to  video  sales.  FastTake(R)  also  offers a
              facility  that  allows  consumers  to  sign-up  on the  kiosk  for
              drawings and prizes.

         In a future  release  of  FastTake(R),  the  Company  expects to add an
electronic  commerce  feature  that will enable the purchase or rental of chosen
videos. FastTake(R) uses databases compiled by and licensed from Video Pipeline,
Inc. and film trailers  licensed from Screenplay,  Inc. As of March 25, 1999, 30
units were  manufactured and an additional 70 units were ordered for delivery in
the near future.

         Most  retailers  require a 90-120  day trial  period to  determine  how
successfully  FastTake(R)  operates in their stores.  At the  conclusion of such
trial  period,  they can  determine  whether  or not they  wish to  expand  into
additional stores.

         The  Company's  FastTake(R)  public  access  terminals are dependent on
agreements  with  sales  distributors,  video  stores  and  studios  to  provide
advertising  support.  To date, only one  distributor  agreement has been signed
(with Plaza Entertainment) and agreements have been signed with four studios and
six video outlets representing 23 initial locations.  Several additional outlets
are expected to sign similar agreements  shortly.  As of March 26, 1999, a total
of four FastTake(R) kiosks have been installed.

         Although  the  Company  anticipates  that it will  begin  to  recognize
greater  revenues from  FastTake(R)  during 1999,  it cannot  predict the actual
timing or amount of such revenues.  In addition,  most of the units being placed
are for trial  periods of six months or less and there can be no assurance  that
when the Company  installs these  products,  they will prove to be effective and
continue to be in

                                                                           
                                       3
<PAGE>



demand. The Company also relies on installation and maintenance services for the
FastTake(R)  terminals provided by International  Business Machines (IBM). These
contracts could be canceled on short notice.  If such contracts were canceled by
IBM, this could have a negative  affect on the Company's sales as well as on the
quality of service which the Company could provide to the Company's customers.

         FastTake(R) revenues are expected to be generated from several sources,
as follows:

              o   Monthly rental fees.

              o Studio barter product which lower retailers'  effective  monthly
              rental cost.  Barter can become an additional source of income for
              both  the  Company  and the  retailers  as the  number  of  titles
              contributed by the studios  exceeds the monthly rental cost of the
              unit (approximately 8 titles). Currently, the Company is providing
              six studio titles per kiosk during the trial period.

              o Advertising and sponsorship capabilities, both in poster form on
              the sides of the enclosure and through on-screen opportunities.

              o In-store  promotions,  including give-away and buy popcorn and a
              movie and get a discount type offers.

         In early 1996, as part of its IPAT Demonstration  Project,  the City of
New York (the  "City")  entered  into an  agreement  with the Company to develop
public  IPATs to be located in City  offices and other  public  locations  in an
effort to expedite transactions with the City (the "City Agreement").  Under the
City Agreement,  the City agreed to lease the first five IPATs,  and the Company
may  deploy  additional  IPATs  throughout  the  City  area at its own  risk and
expense,  subject to City approval of IPAT locations.  The first five IPATs were
deployed in the City in July 1996. A sixth IPAT was installed in August 1997 and
discontinued  in January  1999.  A seventh was  installed  in March 1998 and all
IPATs providing City services for  information,  whether operated by the Company
or other suppliers,  carry the City's  CityAccess(TM) logo. Pursuant to the City
Agreement,  the  Company  has  developed  applications  for use on  IPATs  These
applications  allow  the  public  access to the  records  of the  Department  of
Buildings,  certain Department of Health services,  including copies (for a fee)
of birth certificates, death certificates and dog licenses. They can also obtain
public  health  information,   register  for  certain  courses  offered  by  the
Department of Health,  and locate  information  on City  government,  as well as
information  about museums,  tourist  attractions,  shopping and similar matters
without a fee. The City Agreement has been extended  through the end of the 1999
fiscal year of the City (June 30, 1999), and the City has advised the Company of
its  intention  to extend the City  Agreement  through the end of calendar  year
1999.  During this time frame the City intends to issue a request for  proposals
and to award a long-term contract to one or more vendors. This development
                                                                               
                                       4
<PAGE>



led to a general purpose Kiosk Operating system that could easily be used in new
kiosk applications such as the FastTake project.

         Prior  to  1996,  the  Company's   activities  consisted  primarily  of
consulting,  writing,  training  and custom  software  development  for  various
corporate and government  clients,  including  Microsoft,  for which it produced
technical  papers and provided  consulting  services.  In  performance  of these
activities,  the Company developed skills in rapid application development and a
base of courseware and reusable  software  objects to which it retains title. In
1995,  the Company  decided to direct  these  skills and its  expanding  body of
reusable  software  objects toward the development of services  through which it
can derive revenue on a "per transaction"  basis. While much of the software has
been  improved and  continues to form the core of the  Company's  products,  the
courseware is no longer current.

         The  Company  initially  developed  and  operated   OLEBroker(TM),   an
Internet-based subscription service that allows customers to search its database
of information  about software objects,  find the information  needed and at the
customer's  option,  purchase needed objects on-line.  The Company  discontinued
active  marketing of OLEBroker at the end of 1996 in order to concentrate on its
IPAT-  and  Internet-related   businesses.   However,  in  connection  with  the
development  of  OLEBroker(TM),  the Company  developed  significant  additional
software  objects,  which it then used in the  development of technology for the
IPAT and Internet service delivery  programs.  The Company  anticipates that the
IPAT and Internet service delivery programs will constitute the most significant
part of its  business.  It may continue to engage in  consulting  activities  as
resources permit and may seek to acquire one or more other businesses  providing
kiosk-related  consulting services. In selecting consulting  opportunities,  the
Company will focus  primarily on assignments in connection with the sale of IPAT
services or that can otherwise enhance its skill base.

         In connection  with the development of the IPATs and the deployment and
operation  of the first five  IPATs,  the City  agreed to pay to the  Company an
aggregate  of  $661,080,  of which  $361,080  was  paid in the  form of  monthly
payments of $30,090 ($6,018 per IPAT),  commencing as of August 1, 1996, and the
balance of $300,000 was payable in partial amounts as certain  milestones in the
development,  deployment and operation of the IPATs were  achieved.  All amounts
due under the initial  contract  were earned  through  December  31,  1997.  The
extension of such contract was valued at $202,650 through June 30, 1999. Through
March 1999, $146,043 was billed under this contract.

         Through January 1999, the IPATs in New York City have been used 263,999
times. Revenues from advertising generated a total of $18,122 in 1998.

         In August 1997,  the Company  announced the  development  and immediate
availability of SmartSign(TM), a modular line of IPATs contained in an enclosure
that is only  7-1/2" in depth,  with each module  weighing  less than 70 pounds,
making the units suitable for regular  shipment through UPS and Federal Express.
The modules initially consist of (a) a Pentium class processor unit, (b) an
                                                                               
                                       5
<PAGE>



active-matrix  touch  screen,  with optional  sealed  heavy-duty  keyboard,  and
optional  credit card reader,  (c) a printer unit with page printer and optional
receipt  printer,  (d)several  light-box  advertising  modules with optional LCD
display and (e) an optional touch-sensitive  light-box.  Although a working unit
has been  delivered and is  operational,  there can be no assurances  that there
will be any  commercial  sales of this  line.  The  first  IPAT to  utilize  the
Company's  new  SmartSign(TM)  design was deployed in March,  1998 at the Harlem
Heights  Historical Society in the City. All advertising space has been sold for
a minimum of six months  beginning April 1998. The amount of future  transaction
and advertising  revenues, if any, will depend on user and advertiser acceptance
of the IPATs.

         Pursuant  to the City  Agreement,  the Company has the right to install
additional  IPATs in the City, at the Company's  risk and expense and subject to
certain  conditions  including  site approval by the City.  The City will not be
required  to  pay  additional  monthly  payments  for  such  IPATs,  but  it  is
anticipated,  although  there can be no  assurance,  that use by the public will
generate  transaction fees. The Company had commenced evaluating potential sites
and will seek to install up to 25  additional  IPATs  during the next year.  The
first of these  additional  IPATs was  installed  in July 1997 in the  Museum of
Science in Queens.  The second was  installed at the Harlem  Heights  Historical
Society in March 1998.  The kiosk in the Museum of Science was  de-installed  in
January 1999 as it did not generate revenue.

         At the time the City Agreement with the Company was executed,  the City
also signed similar  agreements with two other  companies for additional  IPATs.
Based on the success of the program to date, the City expects to issue a Request
for Proposals for competitive bidding for additional IPATs throughout the City.

         The Company intends to market IPATs to other municipalities, government
agencies and organizations in the future,  but intends to direct the majority of
its efforts at the private sector.  In the future,  the Company may seek to make
its transactional  services available over the Internet and to make the Internet
available from the Company's public IPATs.

         There can be no assurance that the Company's initial IPATs will perform
on a commercial  basis as anticipated,  that the Company will be able to install
and operate additional IPATs pursuant to the City Agreement,  that the City will
seek to acquire  additional  IPATs,  that the Company  will secure a contract to
supply additional IPATs to the City, that it will succeed in marketing its IPATs
to other potential users, or that it will be able to attract  additional service
providers or advertisers to IPATs that may be located in the City or elsewhere.

         The Company has  established a strategic  relationship  with  Microsoft
that it believes is important to its sales, marketing and support activities, as
well as to its product  development  efforts  relating  to its IPATs.  Microsoft
supports the Company in marketing its public access services, and has informally
agreed to exhibit the  Company's  IPATs in Microsoft  displays at various  trade
shows. It has also issued statements that included favorable references relating
to the Company's products.

                                                                          
                                       6
<PAGE>



Microsoft  has also  entered  into various  non-disclosure  agreements  with the
Company with respect to unannounced Microsoft products,  under which the Company
has the  opportunity  to have  advance  knowledge of software  technology  being
developed by Microsoft.  Microsoft has also provided,  and continues to provide,
fee-based consulting services to the Company through Microsoft Consulting. Since
1994,  the  Company  has served as the  exclusive  regional  host and sponsor of
Microsoft Developer Days, an ongoing series of technical  conferences  organized
and operated by Microsoft.  The most recent  conference was held on September 2,
1998.  The  Company  has  also  produced  technical  papers  for,  and  provided
consulting  services to,  Microsoft.  Joint marketing efforts with Microsoft are
continuing.  The most recent  conference  was held in March 1999 and  additional
events are scheduled through the summer of 1999.

         Research  and  Development  expenditures  were  $490,558  in  1998  and
$613,000 in 1997 due to the expensed  development costs for the  SmartStreet(TM)
operations.  In addition,  during the years ended December 31, 1998 and December
31, 1997, the Company has  capitalized  additional  software  development  costs
which aggregated $72,027 and $37,909, respectively.

Competition

         The Company is subject to competition  from  different  sources for its
different services.  The Company's intranet IPAT business competes with numerous
companies, including divisions of IBM, North Communications,  Golden Screens and
ATCOM/INFO.  The City has also  awarded  contracts,  comparable  to the contract
awarded  to the  Company,  to North  Communications  and DSSI  (which  awarded a
subcontract to Golden  Screens),  both of which have sold similar IPATs to other
municipalities.  After fulfillment of the initial contracts, if the City chooses
to install additional IPATs throughout the City, it may award to others, and not
the Company, the contract to install such additional IPATs.  Further,  there can
be no assurance that other municipalities or other entities will seek to acquire
IPATs from the Company. In addition, if the use of IPATs provided by the Company
and others  proves to be  successful  in the City and other  municipalities  and
locations,  additional  companies in the software,  hardware and  communications
areas, among others, may seek to enter the market.  Many of such competitors may
have  resources far greater than the Company.  A total of 19 companies  competed
for the  contracts  with the City,  many of which  can be  expected  to  compete
aggressively in other competitive situations.

         The Company's FastTake(R) business competes with a number of companies,
principally Muze, Inc. and Advanced  Communication  Design Inc., which have been
in the  video  field for far  longer  than the  Company.  Although  the  company
believes that  FastTake(R) is a competitive  product,  there can be no assurance
that these or other  companies  with far greater  resources  than the  Company's
might enter the field and negatively affect the Company's  FastTake(R)  business
prospects in this market.

                                       7

<PAGE>



Marketing

         The three  objectives  of the Company's  marketing  efforts are: (a) to
obtain the rights to place its IPATs in compelling high-density  locations;  (b)
to attract  advertisers  based on the number and  demographics of  "impressions"
that the Company can offer to advertisers;  and (c) for FastTake(R)  kiosks,  to
obtain qualified distributors who will (i) market FastTake(R) to their customers
and (ii)  distribute  posters and  monthly  updates to  customers  and work with
studios  and others to obtain  advertising.  The  Company  presents  exhibits at
national and regional shows sponsored by the Video Software Dealers Association,
among other  associations and  organizations.  The Company has retained a public
relations  consultant to disseminate  news related to its IPATs and to stimulate
demand.  Additional  marketing  efforts focus on  identifying  content-providers
whose  offerings  can create  additional  transaction  revenue for the Company's
IPATs.  In seeking  content-providers,  the Company also exhibits at major trade
shows where it partners  with several of its major  vendors.  For  example,  the
Company  partnered with  Microsoft at the VBIT  conferences in San Francisco and
Chicago. The Company expects to continue to participate in similar joint efforts
on an ongoing  basis.  A  telemarketing  program  has been  initiated  to target
studios and video stores.

         The  Company's  marketing  activities  are  currently  performed by its
executive officers, its Vice President of Sales and Marketing and a small staff.

Proprietary Rights

         The  Company's   success  is  highly   dependent  on  its   proprietary
technology.  The Company views its SmartSign(TM) and FastTake(R) housing designs
as well as its software as  proprietary,  and relies on a combination of patent,
trade secret,  copyright  and  trademark  laws,  non-disclosure  agreements  and
contractual  provisions to establish  and protect its  proprietary  rights.  The
Company  has  applied to in the  United  States  for the  following  trademarks:
FastTake(R),  SmartStreet(TM),  ObjectSoft and SmartSign(TM).  In addition,  the
Company  plans to register  certain of these  trademarks  in  principal  foreign
jurisdictions. The Company has also retained patent counsel and has filed patent
applications for appropriate hardware and software components of its technology.
There can be no assurances that such  applications will be allowed by the Patent
Office, or if allowed will not be successfully challenged.

         The source code for the Company's  proprietary software is protected as
a trade  secret.  In addition,  because the Company does not sell or license its
technology to third parties, but rather delivers services through its IPATs, its
proprietary software is not disclosed to third parties. Furthermore, the Company
enters  into  agreements,  as  appropriate,  with  employees,   consultants  and
subcontractors   containing  provisions  relating  to  confidentiality  and  the
assignment of inventions and other developments to the Company.  There can be no
assurance that the steps taken by the Company to protect its proprietary  rights
will be adequate or that the Company's competitors will not
    

                                       8

<PAGE>



independently develop technologies that are substantially equivalent or superior
to the Company's technologies or products.

Customers

         To date,  the Company has entered into test  agreements  with customers
including   Champagne  Video,   Entertainment   Zone,  Giant  Eagle,   Hollywood
Entertainment, Instant Replay, Movie Gallery, Transworld Entertainment and Video
Room.  Studio  agreements  have been signed with Central  Park Media,  Full Moon
Entertainment, Plaza Entertainment and Polygram Home Video.

         The customer base for the Company's  SmartSign(TM) and  SmartStreet(TM)
business  consists  principally  of  municipalities  and other public  sector or
commercial entities to which the Company would sell or lease IPATs,  prospective
advertisers and ultimately  consumers  accessing IPAT services or products.  The
Company also intends to market its consulting services to mall operators.

         The  Company  historically  has  derived a  significant  portion of its
revenues from a relatively  limited  number of customers.  During the year ended
December 31, 1998, the City accounted for 73% of the Company's revenues pursuant
to the City  Agreement.  During  the year  ended  December  31,  1997,  the City
accounted for 84% of the Company's revenues pursuant to the City Agreement.

Government Regulations and Licensing

         The Company believes that it has all licenses  necessary to operate its
business as currently conducted in New Jersey and New York.

         The  Company  is not  currently  subject  to direct  regulation  by the
Federal  Communications  Commission or any other agency,  other than regulations
applicable  to  businesses   generally  and   businesses   doing  business  with
governmental  agencies. In connection with its contract with the City and future
contracts,  if any,  with  the  City  and  other  municipalities  or  government
entities,  the  Company  will have to comply  with such  regulations,  including
bidding   procedures  and   record-keeping,   audit,   insurance,   bonding  and
anti-discrimination provisions, among others.

         Due to the increase in Internet use and publicity,  it is possible that
laws and regulations may be adopted with respect to the Internet, including with
respect to privacy,  pricing and  characteristics  of products or services.  The
Company cannot predict the impact,  if any, that future laws and  regulations or
legal or regulatory changes may have on its business.
                                                                                


                                       9
<PAGE>



Employees

         As of March 25, 1999,  the Company had 19  employees,  16 of which were
full-time,  and all of whom are based in its  Hackensack,  New  Jersey  offices.
These include six in product  development,  four in management and sales, six in
operations and three in finance and administration.

         The Company  expects the size of its workforce to remain  approximately
the same in 1999,  and the  Company  intends  to  continue  with its  policy  to
outsource  non-strategic  functions  such  as  artwork  development,  repetitive
testing,  maintenance and bookkeeping  rather than using its own staff for these
functions.

         Other than Messrs.  Sarna and Febish,  no other senior  personnel  have
entered into  employment  agreements  obligating them to remain in the Company's
employ for any specific term;  however,  substantially  all key employees of the
Company  are  parties to  nonsolicitation,  confidentiality  and  noncompetition
agreements with the Company.  In addition,  independent  contractors  enter into
confidentiality agreements with the Company.

Item 2.           Description of Property
                  -----------------------

         The Company occupies approximately 4,300 square feet of office space in
Hackensack, New Jersey, under a lease with an unaffiliated landlord that expires
on March 31,  2003 and  provides  for a base rent of $86,557  per annum in 1999,
subject to certain increases in subsequent periods.

Item 3.           Legal Proceedings
                  -----------------

         There are no material pending legal proceedings to which the Company is
a party or to which any of its properties are subject.

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

         No matter was  submitted to a vote of the Company's  security  holders,
through the  solicitation of proxies or otherwise,  during the fourth quarter of
its fiscal year ended December 31, 1998.

                                       10
                                    
<PAGE>



                                     PART II

Item 5.           Market For Common Equity and Related Stockholder Matters
                  --------------------------------------------------------

         The  Company's  common  stock,  par value $.0001 per share (the "Common
Stock") and  Redeemable  Class A Warrants (the "Class A Warrants") are listed on
the NASDAQ SmallCap Market under the symbols OSFT and OSFTW,  respectively.  The
following  table sets  forth,  for the periods  indicated,  the high and low bid
prices  for the  Common  Stock and Class A Warrants  as  reported  on the Nasdaq
SmallCap Market.

         Quarters             Common Stock              Class A Warrants
         --------             ------------              ----------------
         Ended                High          Low         High          Low
         -----                ----          ---         ----          ---

Fiscal Year 1998

         Fourth Quarter       7.50          0.375       3.00          0.063
         Third Quarter        2.188         1.00        0.375         0.125
         Second Quarter       3.250         1.781       0.656         0.0
         First Quarter        3.313         2.125       0.750         0.188

Fiscal Year 1997

         Fourth Quarter       5.25          2.875       0.53125       0.50
         Third Quarter        5.875         3.25        2.75          0.75
         Second Quarter       6.375         4.25        1.875         0.875
         First Quarter        5.875         4.50        5.50          0.75

         As of March 23,  1999,  there  were 47  holders of record of the Common
Stock and 8 holders of record of the Class A Warrants.

         The Company did not pay cash  dividends  on its Common Stock during the
two years ended  December 31, 1998 and the Company does not presently  intend to
pay any dividends on its Common Stock.


                                       11

<PAGE>



Item 6.           Management's Discussion and Analysis or Plan of Operation
                  ---------------------------------------------------------

         The following  discussion and analysis  provides  information which the
Company's  management believes is relevant to an assessment and understanding of
the Company's  results of operations and financial  condition.  This  discussion
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto appearing elsewhere herein.

Special Note Regarding Forward-Looking Statements

         A number of  statements  contained  in this Report are  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve  risks and  uncertainties  that could cause actual  results to
differ materially from those expressed or implied in the applicable  statements.
These risks and  uncertainties  include but are not limited to:  historical  and
potential future operating losses; uncertainty of additional financing;  limited
operating history;  operating losses;  accumulated deficit; recent establishment
of new business divisions;  recent change of operating focus;  dependence on new
untested product; risks related to consulting and training services; uncertainty
of product development;  vulnerability to technological factors; the uncertainty
of market acceptance of the Company's products; competition; possible difficulty
in complying with government contract requirements;  dependence on certain third
parties  and  on  the  Internet;   limited  customer  base;  risk  of  potential
manufacturing  difficulties;  risk of  requirements  to comply  with  government
regulations;  potential  liability  for  information  and  content  disseminated
through the network;  dependence on key personnel  and  proprietary  technology;
risk of system  failure,  security  risks and  liability  risks;  the  Company's
vulnerability  to rapid  industry  change and  technological  obsolescence;  the
limited  nature of its product  life and the  unproven  status of the  Company's
products in widespread  commercial  use,  including the risks that the Company's
current and future  products  may contain  errors  that would be  difficult  and
costly to detect  and  correct;  uncertainties  with  respect  to the  Company's
business strategy; general economic conditions, and other risks described in the
Company's  Registration  Statement  on Form S-3 filed  with the  Securities  and
Exchange Commission on February 10, 1999.

Overview

         The Company  provides IPAT and  Internet-based  services.  Beginning in
mid-1994, the Company changed its focus from consulting and training services to
transactional,  fee-based and  advertising-supported  products and services. The
Company has sustained net losses in each of the last two fiscal years with a net
loss of  $2,519,872  in 1997 and a net loss of  $2,514,676 in 1998. In September
1995,  the  Company  introduced  OLEBroker(TM)  , its  fee-based  website on the
Internet.  The Company's  SmartStreet(TM) IPATs were introduced in July 1996 and
its  FastTake(R)  IPATs were  introduced  in October  1998.  The Company has not
recognized any significant  income to date from its IPATs.  Although the Company
anticipates  that  it  will  begin  to  recognize   greater  revenues  from  the
FastTake(R)  IPATs during 1999, it cannot predict the actual timing or amount of
such revenues.

                                       12

<PAGE>



Results of Operations

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

         Revenues decreased by $470,702 or 75% to $160,465 in 1998 from $631,167
in 1997.  Development  and  training  revenue  decreased  by  $223,181 or 84% to
$43,672 in 1998 from $266,853 in 1997.  Rental  income  decreased by $247,521 or
68% to  $116,793  in  1998  from  $364,314  in  1997.  The  Company's  decreased
development  and training  revenue  resulted from a redirection of the Company's
resources to transactional  fee-based products and services. The above decreases
were  offset,  in part,  by an  increase  in revenues  from  advertising  on the
Company's kiosks. The decrease in rental income was due to the completion of the
original  contract  with the City of New York,  and an extension of the contract
with the City of New York which  resulted in a  reduction  in the rental of five
kiosks from $30,090 to $9,700 per month,  through  June 30, 1999,  which will be
used to recover the incremented costs associated with providing services for the
extended period.

         Costs of services for development and training  decreased by $12,264 or
4% to $334,503 in 1998 from  $346,767 in 1997,  and cost of services for rentals
decreased  by $95,168 or 22% to  $331,587  in 1998 from  $426,755  in 1997.  The
decreases  were  due  to  the   redirection   of  the  Company's   resources  to
transactional  fee-based  products,  which  were  offset,  in  part,  by  normal
increases in expenses.

         Research  and  development  expenses  decreased  by  $122,442 or 20% to
$490,558 in 1998 from $613,000 in 1997,  due to the expensed  development  costs
for the  SmartStreetJ  operations in 1997.  In addition,  during the years ended
December 31, 1998 and December 31, 1997, the Company has capitalized  additional
software  development costs which aggregated $72,027 and $37,909,  respectively.
Approximately   $44,000  of  the  costs  capitalized  in  1998,  relate  to  the
development of FastTake(R).

         General  and  administrative  expenses  increased  by $163,922 or 9% to
$1,930,255 in 1998 from  $1,766,333  in 1997,  due  principally  to increases in
advertising and marketing expenses.

         Other  income  increased  by $49,952 to $51,768 in 1998 from  $1,816 in
1997,  Investment income, in 1998, was lower than in 1997 due to the utilization
of cash and investments to fund  operations.  Additionally,  during 1997,  other
income was  reduced  as a result of the  $250,000  provision  for loss on a loan
receivable.

         The Company has entered  into an  agreement  to sell certain New Jersey
net operating losses and research and development credits, which resulted in the
Company recognizing in 1998 an income tax benefit of $360,000.

                                                                             
                                       13
<PAGE>



         Net loss decreased by $5,202 to a net loss of $2,514,670 in 1998 from a
net loss of  $2,519,872  in 1997.  This  was due to  lower  revenues  due to the
renegotiation of the New York City contract, offset by lower expenses related to
lower  revenues  and  partly  offset by the  income  tax  benefit  in 1998 and a
provision for loan receivable in 1997.

         At December  31,  1998,  the Company  had  federal net  operating  loss
carryforwards of approximately  $7,346,000.  A valuation  allowance  aggregating
$2,806,000  has  been  recorded  as a  result  of  uncertainties  regarding  the
realization  of  substantially  all of the  assets  due to the lack of  earnings
history of the Company. See Note I of Notes to Financial Statements.


Liquidity and Capital Resources

         As of December 31, 1998,  cash and cash  equivalents  were  $982,006 as
compared  with  $209,455 at December 31, 1997.  The increase is due primarily to
the sale of 719,444 shares of Common Stock in a private  placement,  the sale of
12,480 shares of Series C convertible  preferred  stock,  which was subsequently
converted to common stock, and the sale of 10,500 shares of Series D convertible
preferred stock.  This was offset by the Company's  reported losses for the year
ended  December  31,  1998 of  $2,514,670.  The Company  will  continue to incur
substantial  operating  losses until it  significantly  increases  the number of
IPATs placed in the City and other locations,  realizes  increased revenues from
advertising and realizes revenues from its FastTake(R) business. The Company had
working  capital of $932,854 at December 31, 1998 as compared to  $1,330,987  at
December 31, 1997, a decrease of 30%.

         The Company  expects to fund the  deployment of additional  FastTake(R)
and other kiosks,  and make kiosk related  acquisitions,  from available working
capital  and from funds that will be derived  from  future  operating  revenues.
However,  there can be no assurance  that future  revenues  will be generated in
sufficient  amounts  or that  additional  funds  will  not be  required  for the
expansion  of  operations.  The  Company  intends  to lease  equipment  whenever
possible on acceptable terms. The Company has a commitment letter from a leasing
company for a $1,000,000  facility for kiosk leasing. No amounts have been drawn
down on this  commitment as of March 23, 1999.  This  commitment is subject to a
number of  contingencies  and there can be no assurance  that any leases will be
consummated under this commitment.

         The Company raised $970,000 in connection  with a private  financing of
Series D Preferred  Stock  consummated in December 1998 and  $1,800,000  (net of
expenses) in  connection  with a private  financing of Series E Preferred  Stock
consummated  on March  17,  1999.  The  Company  intends  to meet its  long-term
liquidity  needs  through  available  cash  and  cash  flow as  well as  through
additional  financing  from outside  sources.  On February 19, 1999, the Company
entered into a letter of intent with a New York Stock Exchange member firm for a
proposed  underwritten  secondary public offering of up to $20 million of Common
Stock. The proposed public offering would be made only


                                       14
<PAGE>



by means of a  prospectus.  However,  no assurance can be given that the Company
will be successful in  consummating  such an offering or raising any  additional
capital.  Further, there can be no assurance,  assuming the Company successfully
raises additional funds, that the Company will achieve profitability or positive
cash flows.  If the Company is not successful in raising  additional  funds,  it
might be forced to curtail the scope of its operations.

Year 2000

         General

         Many currently  installed  computer  systems and software  products are
coded to accept only two digit entries in the date code field.  Beginning in the
year 2000,  these date code  fields  will need to accept  four digit  entries to
distinguish the twenty-first century dates from the twentieth century dates. The
Company  uses  software  and related  technologies  that will be effected by the
"Year 2000  problem." The Company began the process of  identifying  the changes
required to their  computer  programs  and  hardware  during  1996.  The Company
believes  that all of its major  programs and hardware are Year 2000  compliant.
The Company  believes that it will not incur any  significant  costs between now
and  January  1, 2000 to  resolve  Year 2000  issues.  However,  there can be no
assurance that other  companies'  computer systems and applications on which the
Company's operations rely, will be timely converted, or that any such failure to
convert  by another  company  would not have a  material  adverse  effect on the
Company's  systems and operations.  Furthermore,  there can be no assurance that
the  software  that the  Company  uses which has been  designed  to be Year 2000
compliant contains all necessary date code changes.

         Third Parties

         The Company has also initiated formal  communications  with significant
suppliers  and other key third  parties  to  determine  the  extent to which the
Company is vulnerable to those third parties'  failure to resolve their own Year
2000  compliance  issues.  There can be no  assurance  that the systems of other
companies on which the Company's systems rely will be timely converted,  or that
a failure to convert by another  company,  or a conversion  that is incompatible
with the  Company's  systems,  would not have a material  adverse  effect on the
Company's results of operations.

         Risk Assessment/Contingency Planning

         At this time,  the Company  believes its most  reasonable  likely worst
case  scenario  would  include  (i) a key  material  vendor or service  provider
experiencing  problems with delivery of  materials,  components or services;  or
(ii) the failure of infrastructure  services provided by government agencies and
other third parties  (e.g.,  electricity,  telephone,  transportation,  Internet
services,  etc.).  As noted  above,  the  Company  is  evaluating  the Year 2000
compliance status of its key third-party vendors to
                                                                               
                                       15
<PAGE>



identify  potential  risks  for  contingency  planning  purposes.   The  Company
anticipates that appropriate  contingency plans will be prepared throughout 1999
as determined to be necessary.

Inflation and Seasonality

         The rate of inflation was insignificant  during the year ended December
31, 1998.  In the past,  the effects of  inflation on personnel  costs have been
offset by the Company's  ability to increase its charges for services  rendered.
The  Company  anticipates  that it will be able to continue to do so in the near
future. The Company  continually reviews its costs in relation to the pricing of
its products and services.

         The Company's business is not seasonal.

Item 7.           Financial Statements
                  --------------------

         The financial  statements of the Company  required by this item are set
forth at end of this Form 10-KSB at pages F-1 through F-14.

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

                  None.

                                                                       
                                       16
<PAGE>



                                    PART III


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

         The information required by this item is incorporated by reference from
the    Company's    Definitive    Proxy    Statement    under    the    captions
"Management--Executive  Officers and Directors" and "--Section  16(a) Beneficial
Ownership Reporting Compliance."

Item 10.          Executive Compensation
                  ----------------------

         The information required by this item is incorporated by reference from
the    Company's    Definitive    Proxy    Statement    under    the    captions
"Management--Directors' Compensation" and "Executive Compensation."

Item 11.          Security Ownership of Certain Beneficial Owners and Management
                  --------------------------------------------------------------

         The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement under the caption "Security Ownership."

Item 12.          Certain Relationships and Related Transactions
                  ----------------------------------------------

         The information required by this item is incorporated by reference from
the  Company's   Definitive   Proxy   Statement   under  the  caption   "Certain
Relationships and Related Transactions."

Item 13.          Exhibits and Reports on Form 8-K
                  --------------------------------

  a.       Exhibits

  2.1      *   Certificate of Ownership and Merger of ObjectSoft Corporation 
               (a New Jersey corporation) into the Company
  2.2      *   Plan of Merger of ObjectSoft Corporation (a New Jersey
               corporation) into the Company
  3.1(a)   *   Certificate of Incorporation of the Company
  3.1(b)   x   Amendment to Certificate of Incorporation of the Company
  3.2(a)   *   By-laws of the Company
  3.2(b)   x   Amended and Restated By-laws of the Company
  4.1      *   Form of Representative's Unit Purchase Option Agreement
  4.2      *   Specimen Certificate of the Company's Common Stock
  4.3      *   Form of Class A  Warrant Agreement, including form of Class A
               Warrant
  4.4      o   Amended and Restated 6% Series D Convertible Preferred Stock 
               Subscription Agreement, dated as of December 30, 1998
  4.5      o   Certificate of Designation of Series D Preferred Stock
  4.6      o   Amended Certificate of Designation of Series D Preferred Stock
                                                                          
                                       17
<PAGE>



  4.7      o   Form of  Investor's  Warrant for December  1998  financing  
  4.8      o   Registration Rights Agreement dated as of December 30, 1998
  4.9     []   6% Series E Convertible Preferred Stock Subscription 
               Agreement dated as of March 17, 1999
  4.10    []   Certificate of  Designation of Series E Preferred  Stock
  4.11    []   Amended  Certificate of Designation of Series E Preferred Stock 
  4.12    []   Form of Investors' Warrant for March 1999 financing
  4.13    []   Registration Rights Agreement dated as of March 17, 1999
  10.1+    *   Employment  Agreement  dated as of July 1,  1996  between  the
               Company and
               David E. Y. Sarna
  10.2+    *   Employment Agreement dated as of July 1, 1996 between the Company
               and George J. Febish
  10.3+    *   1996 Stock Option Plan
  10.4     *   Form of Bridge Loan Promissory Note
  10.5     *   Form of Bridge Loan Warrant
  10.6     *   Form of Warrant  Agreement with placement  agent for Bridge Loan
               Offering  
  10.7     *   Form  of   Subscription   Agreement  and  Investment
               Representation of Investor with
               each of the investors in the July 1996 Offering.
  10.8     *   Form of July 1996 Warrant Agreement
  10.9     *   Form of Warrant  Agreement  with  placement  agent for July 1996
               Offering
  10.10    *   Agreement,  dated January 11, 1996, as amended,  with
               the City of New York
               (Department of Information Technology and Telecommunications)
  10.11    *   Cooperation Agreement with Microsoft Corporation, dated November 
               7, 1995
  10.12    *   Agreement with ACORD Corporation dated July 5,1995
  10.13    *   Form of Investor Warrant
  10.14+   *   Form of Officer Warrant
  10.15    *   Cyndel Warrant
  10.16    **  Promissory Note between David E.Y. Sarna and the Company, dated
               January 2, 1997
  10.17    **  Security Agreement between David E. Y. Sarna and the Company,
               dated March 18, 1998 
  27.1         Financial Data Schedule

  b.       Reports on Form 8-K

         The Company  filed a Current  Report on Form 8-K on January 15, 1999 in
connection  with the Company  entering into that certain Amended and Restated 6%
Series D Convertible  Preferred Stock Subscription  Agreement dated December 30,
1998 by and among the Company and certain investors.

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

*    Denotes  Exhibits  incorporated by reference to the Company's  Registration
     Statement on Form SB-2 (Registration No. 333-10519).

                                       18

<PAGE>



**       Denotes  Exhibits  incorporated  by reference to the  Company's  Annual
         Report on Form 10- KSB for the fiscal year ended December 31, 1997.
+        Management contract or compensatory plan or arrangement.
x        Denotes  Exhibits  incorporated  by reference to the  Company's  Annual
         Report on Form 10- KSB for the fiscal year ended December 31, 1996.
o        Denotes  Exhibits  incorporated  by reference to the Company's  Current
         Report on Form 8-K filed on January 15, 1999.
[]       Denotes  Exhibits  incorporated  by reference to the Company's
         Current Report on Form 8-K filed on March 23, 1999.
                                                                           
                                       19
<PAGE>




                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


Dated:  March 25, 1999                            OBJECTSOFT CORPORATION


                                            By:   /s/ David E. Y. Sarna     
                                                  ------------------------------
                                                  David E. Y. Sarna, Chairman

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dated indicated:
<TABLE>
<CAPTION>


       Signature                                         Title                                     Date


<S>                                    <C>                                                <C> 
 /s/ David E. Y. Sarna                    Chairman, Co-Chief Executive Officer,                 March 25, 1999
----------------------------------
David E. Y. Sarna                         Secretary and Director (Principal
                                          Executive Officer, Principal Financial
                                          Officer and Principal Accounting
                                          Officer)


 /s/  George J. Febish                    President, Co-Chief Executive Officer,                   March 25, 1999
----------------------------------
George J. Febish                          Treasurer and Director (Principal
                                          Executive Officer)


 /s/  Daniel E. Ryan                      Director                                               March 25, 1999
-----------------------------------
Daniel E. Ryan



 /s/ Michael A. Burak                     Director                                               March 25, 1999
 ---------------------------------
Michael A. Burak
                                                                                                  
</TABLE>


                                       20
<PAGE>

OBJECTSOFT CORPORATION


Contents                                                        Page
--------                                                        ----

Financial Statements

Independent auditors' report                                      F-1

Balance sheet as of December 31, 1998                             F-2

Statements of operations for the years ended
       December 31, 1998 and 1997                                 F-3

Statements of changes in stockholders' equity
       for the years ended December 31, 1998 and 1997             F-4

Statements of cash flows for the years ended
     December 31, 1998 and 1997                                   F-5

Notes to financial statements                                     F-6

<PAGE>





INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
ObjectSoft Corporation
Hackensack, New Jersey


We have audited the accompanying  balance sheet of ObjectSoft  Corporation as of
December  31,  1998  and  the  related  statements  of  operations,  changes  in
stockholders' equity and cash flows for each of the years in the two-year period
ended December 31, 1998. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements enumerated above present fairly, in all
material  respects,  the  financial  position of  ObjectSoft  Corporation  as of
December 31, 1998 and the results of its  operations  and cash flows for each of
the years in the two-year  period ended  December 31, 1998, in  conformity  with
generally accepted accounting principles.




Richard A. Eisner & Company, LLP


Florham Park, New Jersey
February 20, 1999
With regard to Note A[1]
March 19, 1999

                                       F-1

<PAGE>

<TABLE>
<CAPTION>

OBJECTSOFT CORPORATION

Balance Sheet
December 31, 1998




<S>                                                                                                       <C>                
ASSETS
Current assets:
   Cash and cash equivalents                                                                              $           982,006
   Accounts receivable, less allowance for doubtful accounts of $75,000                                                77,440
   Prepaid expenses and other current assets                                                                          195,367
   Deferred tax asset                                                                                                 360,000
                                                                                                          -------------------

      Total current assets                                                                                          1,614,813

Furniture and equipment, at cost, net of accumulated depreciation                                                     666,994
Capitalized software                                                                                                   58,790
Note receivable - officer/shareholder                                                                                 440,000
Other assets                                                                                                          156,510
                                                                                                          -------------------

                                                                                                          $         2,937,107
LIABILITIES
Current liabilities:
   Current portion of long-term debt                                                                      $            15,494
   Current portion of obligations under capital lease                                                                  21,268
   Accounts payable                                                                                                   522,383
   Accrued expenses                                                                                                   118,401
   Other liabilities                                                                                                    4,413
                                                                                                          -------------------

      Total current liabilities                                                                                       681,959

Long-term debt                                                                                                         12,816
Obligations under capital lease                                                                                        48,621

      Total liabilities                                                                                               743,396

Commitments

STOCKHOLDERS' EQUITY
6% non-voting  convertible  preferred stock, $100 par, authorized 20,000 shares;
issued
   and outstanding 10,500 shares                                                                                    1,050,000
Common stock, $.0001 par, authorized 20,000,000 shares, issued and outstanding
   6,850,769 shares                                                                                                       685
Additional paid-in capital                                                                                          8,327,718
Accumulated deficit                                                                                               (7,184,692)
                                                                                                          ------------------ 

      Total stockholders' equity                                                                                    2,193,711

                                                                                                          $         2,937,107

</TABLE>

See notes to financial statements


                                       F-2

<PAGE>
<TABLE>
<CAPTION>


OBJECTSOFT CORPORATION

Statements of Operations


                                  
                                                                                                   Year Ended   
                                                                                                  December 31,  
                                                                                           
                                                                                             1998                  1997   
                                                                                             ----                  ----
                     
<S>                                                                               <C>                   <C>          
Revenues:  
    Development and training                                                         $      43,672         $     266,853
     Rental income                                                                          116,793               364,314
                                                                                      -------------         -------------

          Total revenues                                                                    160,465               631,167
                                                                                      -------------         -------------

Expenses:                                                                                            
     Cost of services:
          Development and training                                                          334,503               346,767
          Rentals                                                                           331,587               426,755
     Research and development                                                               490,558               613,000
     General and administrative                                                           1,930,255             1,766,333
                                                                                       ------------         -------------

          Total expenses                                                                  3,086,903             3,152,855
                                                                                       ------------         -------------

Loss from operations                                                                     (2,926,438)           (2,521,688)
                                                                                       ------------          ------------

Other income (expense):
     Realized and unrealized gain (loss) on marketable securities                            (7,041)              137,927
     Interest and dividend income                                                            72,891               126,562
     Interest expense                                                                       (14,082)              (12,673)
     Loss on uncollectible loan                                                                                  (250,000)
                                                                                      -------------         -------------

          Total other income                                                                 51,768                 1,816
                                                                                      -------------         -------------

Loss before income tax benefit                                                           (2,874,670)           (2,519,872)
Income tax benefit                                                                          360,000  
                                                                                      -------------         -------------

Net (loss)                                                                              $(2,514,670)          $(2,519,872)
                                                                                        ===========           ===========

Basic and diluted net loss per share                                                   $     (0.55)           $     (0.62)
                                                                                       ============           ===========



</TABLE>

See notes to financial statements

                                       F-3

<PAGE>
<TABLE>
<CAPTION>


OBJECTSOFT CORPORATION

Statements of Changes in Stockholders' Equity
Years Ended December 31, 1998 and 1997


                                    6% Series C           6% Series D               
                                    Non-Voting             Non-Voting                            
                                    Convertible           Convertible                             Additional
                                  Preferred Stock       Preferred Stock        Common Stock        Paid-in                          
                                Shares       Amount     Shares    Amount       Shares    Amount    Capital    (Deficit)     Total
                                 -----       ------     ------    ------       ------    ------    -------    ---------     -----
                                
                                                            
<S>                           <C>         <C>         <C>        <C>       <C>        <C>    <C>         <C>          <C>       
Balance, January 1, 1997                                                      4,022,676  $ 402  $6,878,868  $(2,150,150) $4,729,120

Compensatory warrant                                                                                 4,000                   4,000

Exercise of warrants and 
   nonemployee options                                                           60,000      6      59,994                   60,000

Net loss                            --------- ---------- -------- ---------  ------------ ----- ----------   (2,519,872) (2,519,872)
                                                                                                         

Balance, December 31, 1997                                                    4,082,676    408   6,942,862   (4,670,022)  2,273,248

Common stock, net of costs                                                      719,444     72     336,561                 336,633

Issuance of Series C
   preferred stock                    12,480   $1,248,000                       57,778      6    (132,506)               1,115,500

Compensatory warrants
   and common stock                                                             50,000      5      12,995                   13,000

Conversion of Series C preferred
   stock to common stock             (12,480)  (1,248,000)                   1,940,871    194   1,247,806                        0

Issuance of Series D 
   preferred stock                                          10,500 $1,050,000                      (80,000)                970,000

Net loss                                                                                                     (2,514,670) (2,514,670)
                                    ------------------------------------------------------------------------------------------------

Balance, December 31, 1998                  0   $        0  10,500 $1,050,000 6,850,769  $ 685  $8,327,718 $ (7,184,692) $2,193,711
                                    ================================================================================================

</TABLE>

See notes to financial statements

                                       F-4

<PAGE>
<TABLE>
<CAPTION>


OBJECTSOFT CORPORATION


Statements of Cash Flows


                                                                                            Year Ended
                                                                                           December 31,
                                                                                     1998                 1997
                                                                                     ----                 ----

<S>                                                                                <C>                 <C>         
Cash flows from operating activities:
     Net (loss)                                                                    $(2,514,670)        $(2,519,872)
     Adjustments to reconcile net loss to net cash (used in) operating activities:
         Depreciation and amortization                                                 362,407             330,393
         Deferred tax benefit                                                         (360,000)
         Warrants and common stock issued for services rendered                         13,000               4,000
         Loss on uncollectible loan                                                                        250,000
         Provision for uncollectible accounts                                           75,000
         Unrealized (gain) loss on marketable securities                                65,938             (65,938)
         Changes in:
              Marketable securities                                                    850,000            (850,000)
              Accounts receivable                                                      212,419            (358,959)
              Prepaid expenses and other current assets                                 39,783             (54,687)
              Other assets                                                             (85,663)             59,627
              Accounts payable                                                         225,725             176,444
              Accrued expenses                                                          33,841             (17,312)
              Other liabilities                                                          2,250              (7,622)
                                                                                  ------------        ------------

               Net cash used in operating activities                                (1,079,970)         (3,053,926)
                                                                                  ------------        ------------

Cash flow from investing activities:
     Increase in bank overdraft                                                                             62,907
     Loan receivable                                                                                      (250,000)
     Capital expenditures                                                             (475,811)            (92,486)
     Capitalized software                                                              (72,027)            (37,909)
     Note receivable - officer/shareholder                                                                (637,000)
     Repayment of note receivable - officer/shareholder                                                    197,000
     Note receivable - other                                                            25,000             (25,000)
                                                                                  ------------        ------------

              Net cash used in investing activities                                   (522,838)           (782,488)
                                                                                  ------------        ------------

Cash flow from financing activities:
     Repayment of note payable                                                         (16,663)             (3,403)
     Proceeds from issuance of common stock                                            336,633
     Proceeds from exercise of warrants and nonemployee options                                             60,000
     Principal payments on obligations under capital leases                            (30,111)            (50,086)
     Proceeds from issuance of preferred stock                                       2,085,500  
                                                                                  ------------         -----------

              Net cash provided by financing activities                              2,375,359               6,511
                                                                                  ------------         -----------

Net increase (decrease) in cash and cash equivalents                                   772,551          (3,829,903)
Cash and cash equivalents, beginning of period                                         209,455           4,039,358
                                                                                  ------------         -----------

Cash and cash equivalents, end of period                                          $    982,006         $   209,455
                                                                                  ============         ===========


Supplemental disclosures of cash flow

     Cash paid for interest                                                       $    11,720         $    12,673
                                                                                   ===========         ===========
</TABLE>

See notes to financial statements


                                       F-5

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company:

       ObjectSoft  Corporation  (the  "Company")  is  currently  engaged  in the
       business  of  providing   transaction  based  and  advertising  supported
       services over the Internet and through public access  kiosks.  Its kiosks
       may be sold to others or operated by the Company for operating income.

       The  Company  raised an  additional  $1,800,000  (net of  expenses)  in a
       private offering of equity securities in March 1999.

Cash and cash equivalents:

       Cash and cash equivalents  include cash on hand,  demand deposits and all
       highly-liquid  investments with a maturity of three months or less at the
       time of purchase.

Furniture and equipment:

       Furniture   and   equipment   is  carried  at  cost,   less   accumulated
       depreciation.  Depreciation  is provided using the  straight-line  method
       over estimated useful lives of the assets (three to seven years).

Software revenue recognition policies:

       The  Company  is  engaged  as  a  developer   in  a  number  of  software
       transactions. Generally, revenue from generic software is recognized upon
       delivery of the  software.  After the sale,  if  significant  obligations
       remain or significant  uncertainties  exist about customer  acceptance of
       the software,  revenue is deferred until the obligations are satisfied or
       the  uncertainties  are  resolved.  Revenue  from  software  services  is
       recognized as the services are  performed.  Revenue from software  leased
       through the Internet  (generally one year) is deferred and amortized over
       the lease term.  Revenue from custom  software  development is recognized
       based upon its percentage completion.

Software development costs:

       The  Company   capitalizes   software   development  costs  when  project
       technological  feasibility is established and concluding when the project
       is ready for release.  Research and development costs related to software
       development are expensed as incurred.

       The Company's  policy is to amortize  capitalized  software  costs by the
       greater of (a) the ratio that current gross  revenues for a product bears
       to the total of current and  anticipated  future gross  revenues for that
       product or (b) the  straight-line  method  over the  remaining  estimated
       economic life of the product  including the period being  reported on. It
       is reasonably  possible that those estimates of anticipated  future gross
       revenues,  the remaining  economic useful life of the product or both may
       vary in the near term.

Marketable securities

       During  1998 and 1997,  the  Company  bought and held  marketable  equity
       securities  for the  purpose  of  selling  them in the near term and were
       classified  as  trading  securities.  Changes  in fair  value of  trading
       securities during the period are reported in earnings.


                                       F-6

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Provision for income taxes:

       Deferred  income  taxes  arise  from  temporary   differences   resulting
       primarily  from  income and expense  items  being  reported on an accrual
       basis  for  financial  reporting  purposes  and on a cash  basis  for tax
       purposes, capitalized software and net operating loss carryforwards.

Stock-based compensation:

       Statement of Financial  Accounting  Standards  No. 123,  "Accounting  for
       Stock-Based  Compensation"  ("SFAS No. 123")  allows  companies to either
       expense the estimated fair value of stock options granted to employees or
       to continue to follow the intrinsic value method set forth in APB Opinion
       25,  "Accounting  for Stock Issued to Employees"  ("APB 25") but disclose
       the pro forma  effects on net  (loss)  had the fair value of the  options
       been  expensed.  The  Company  has elected to continue to apply APB 25 in
       accounting  for its  stock  option  incentive  plans.  See  Note H to the
       financial statements for further information.

Per share data:

       The basic and  diluted  per share data has been  computed on the basis of
       the loss for each year divided by the weighted  average  number of shares
       of common stock outstanding.  The weighted average shares of common stock
       outstanding  for the years ended  December  31, 1998 and 1997  aggregated
       4,548,696 and 4,066,994, respectively.

Use of estimates:

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

Recent accounting pronouncement:

       In March 1998,  the American  Institute of Certified  Public  Accountants
       ("AICPA") issued Statement of Position ("SOP") 98-1,  "Accounting for the
       Cost of Computer  Software  Developed or Obtained for Internal Use" ("SOP
       98-  1").  SOP 98-1 is  effective  for  financial  statements  for  years
       beginning  after  December  15, 1998.  SOP 98-1  provides  guidance  over
       accounting for computer software  developed or obtained for internal uses
       including the requirements to capitalize specified costs and amortization
       of such costs.  The Company does not expect the adoption of this standard
       to have a material effect on its capitalization policy.

NOTE B - NOTE RECEIVABLE OFFICER/SHAREHOLDER

The note receivable is due from the chairman of the Company's board of directors
and is collateralized  by contract rights to receive an option  convertible into
marketable  securities.  It was  initially due November 1997 and was extended to
May 1998 and further  extended  to May 31, 1999 and bears  interest at 8 percent
per annum.


                                       F-7

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE C - FURNITURE AND EQUIPMENT

As of December 31, 1998, furniture and equipment consists of:



               Kiosks                                        $   961,478
               Furniture and other equipment                     306,274
                                                            ------------
                                             
                                                               1,267,752
               Accumulated depreciation                          600,758
                                             
                                                             $   666,994
                                                            ============


Depreciation  expense  aggregated  $270,939  and  $202,597  for the years  ended
December  31,  1998 and 1997,  respectively.  Included  in  furniture  and other
equipment  are assets under capital  leases with costs of $157,382.  Accumulated
depreciation  on  these  assets  aggregated  $68,704.  Depreciation  expense  on
equipment  under capital  lease  aggregated  $33,389 and $32,041,  for the years
ended December 31, 1998 and 1997, respectively.

During  1998 and 1997,  the  Company  acquired  equipment  under  capital  lease
aggregating $47,177 and $18,834, respectively.

NOTE D - CAPITALIZED SOFTWARE

During the years  ended  December  31, 1998 and 1997,  the  Company  capitalized
software  development costs which aggregated $72,027 and $37,909,  respectively.
Amortization of capitalized  software costs aggregated  $91,468 and $127,796 for
the years ended December 31, 1998 and December 31, 1997, respectively.

NOTE E - OBLIGATIONS UNDER CAPITAL LEASE

Minimum future lease payments under capital leases expiring  through 2002, as of
December 31, 1998 are as follows:


       Year Ending                                               Amount
       December 31,                                              ------
       ------------
         1999                                                    $   33,826
         2000                                                        31,408
         2001                                                        22,723
         2002                                                         4,580
                                                               ------------
                                                                     92,537


Less amount representing interest                                    22,648
                                                               ------------
Present value of net minimum lease payments                          69,889
Due within one year                                                  21,268

Due after one year                                              $    48,621
                                                               ============


                                       F-8

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE F - LONG-TERM DEBT

Long-term debt as of December 31, 1998 consists of:


          Note payable collateralized by equipment,                             
               interest at 8.65%, principal and interest                        
               of $797, due in monthly installments                             
               through July 1999                                      $   5,413
                                                          
          Note payable collateralized by equipment,                             
               interest at 15.44%, principal and interest                       
               of $1,077, due in monthly installments                           
               through January 2001                                      22,897
                                                                       --------
                                                                         28,310
          Current portion of long-term debt                              15,494
                                                          
          Long-term debt                                               $ 12,816
                                                                       ========

As of December 31, 1998,  annual maturities of long-term debt outstanding are as
follows:


     
                    Year Ended                             Amount
                   December 31,                            ------
                   ------------  
                                                           $ 15,494
                       1999                                  11,754
                       2000                                   1,063
                       2001    
                  
NOTE G - ACCRUED EXPENSES:

Accrued expenses are:


                    Accrued rents                           $  39,401
                    Accrued legal fees                         40,000
                    Other                                      39,000
                                                           ----------
                    
                                                             $118,401
                                                           ==========



NOTE H - STOCKHOLDERS' EQUITY

Preferred stock:

In September  1998,  the Company issued 12,000 shares of Series C 6% convertible
preferred stock, warrants to purchase 24,000 shares of common stock at $3.04 per
share  ("warrant  A") and warrants to purchase  24,000 shares of common stock at
$3.16 per share ("warrant B") for $1,115,500,  net of costs.  Additionally,  the
placement agents received 480 shares of the Series C preferred stock,  warrant A
`to purchase 29,000 shares of common stock and 57,778 shares of common stock. In
November 1998, all of the  outstanding  Series C preferred  stock were converted
into 1,940,871 shares of common stock. The warrants expire in May 2003.

                                       F-9

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE H - STOCKHOLDERS' EQUITY (CONTINUED)

In December 1998, the Company issued for $970,000,  net of costs,  10,000 shares
of Series D 6% cumulative  convertible  preferred stock and warrants to purchase
50,000  shares at $2.44 per share  expiring  December  2003.  Additionally,  the
placement   agent   received  500  shares  of  Series  D  preferred   stock  and
aforementioned  warrants to  purchase  40,000  shares.  The  preferred  stock is
convertible  any time after March 1, 1999.  The number of shares of common stock
to be issued upon conversion  shall be determined by dividing  $1,050,000 by the
lesser of (i) 80% of the average closing bids for the Company's common stock for
the five business days ending one day prior to the conversion or (ii) $2.03.

Stock options and warrants:

The  Company has  warrants  outstanding,  expiring  in April  2000,  to purchase
143,333 shares of common stock at an exercise price of $0.50.

In 1995,  the  Company  granted an option to purchase  100,000  shares of common
stock at $1.00 per share in exchange for  consulting  services.  The options are
exercisable  through  September  2000.  In 1996,  in exchange for an  additional
$5,000 payment to the option holder,  the Company  canceled the option on 50,000
shares. During 1997, the remaining options were exercised.

In 1996, the Company granted a warrant to purchase 10,000 shares of common stock
at $1.00 per share in  exchange  for  $20,000  of  professional  services  to be
rendered during the vesting period.  This warrant,  which was exercised in 1997,
vested  ratably over a ten month  period  ending  March 1997.  During 1997,  the
Company recognized expense of $4,000.

In connection with the redemption of preferred stock in 1996, the Company issued
a warrant to purchase  20,000  shares of common  stock at an  exercise  price of
$7.00. The warrant expires November 1999.

In July 1998,  the  Company  repriced  all  employee  stock  options to the then
current market value of $1.45.  In conjunction  with the repricing,  the vesting
periods were extended.

In November  1998,  the Company  issued  warrants to purchase  675,000 shares of
common stock at price ranging from $1.00 to $5.00 per share and 50,000 shares of
common stock in exchange for professional services to be performed substantially
over a 24 month period.  The  estimated  fair value of the warrants and stock at
date of issue aggregated $248,000 and is being amortized over 24 months.  During
the year ended December 31, 1998, the Company recognized an expense of $13,000.

The Company  maintains a stock option plan  ("Plan")  pursuant to which  750,000
shares of  common  stock are  reserved  for  issuance  upon  exercise  of either
incentive or non incentive  stock options which may be granted from time to time
by  the  Board  of  Directors  to  employees  and  others.  In  July  1998,  the
stockholders  approved increasing the shares reserved under the Plan for 250,000
shares to 750,000 shares.

The Company recognizes  compensation expense for the difference between the fair
value of the  underlying  common  stock and the grant price of the option at the
date of grant.  The effect of valuing the options,  on 1998 and 1997 net loss is
not necessarily  representative  of the effects on reported net earnings or loss
for future years due to, among other things, (1) the vesting period of the stock
options and (2) the fair value of additional  stock options in future years. Had
compensation  cost for the Company's  stock option plans been  determined  based
upon the fair value of the options at the grant date for awards  under the plans
consistent with the methodology prescribed under SFAS No. 123, the Company's pro
forma net loss in 1998 would have been approximately $2.6 million or $(0.57) per
share and the pro  forma net loss in 1997  would  have been  approximately  $2.7
million or $(0.67) per share.

                                      F-10

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

Stock options and warrants: (continued)

The fair value of each option granted in 1998 and 1997 has been estimated on the
date of grant using the Black- Scholes  options pricing model with the following
assumption:  no dividends yield,  expected volatility of 40%, risk free interest
rates of 5.50% and 5.36%, respectively, and expected lives of approximately four
and half years for the 1997  options and three years for the 1998  options.  The
fair  value of  options  granted  during  1998 and 1997 were $0.48 and $2.18 per
share, respectively.

As of December 31, 1998,  4,276,387  shares were reserved for issuance of shares
for outstanding warrants and options.

The following summarizes stock option transactions under the Plan:


                                                Year Ended December 31,
                                              1998                   1997
                                              ----                   ----
                                              Weighted             Weighted
                                               Average              Average
                                              Exercise             Exercise
                                          ---------------       ----------------
                                          Shares    Price       Shares     Price
                                          ------    -----       ------     -----

Outstanding options at the beginning                                            
     of year                              250,000   $3.96       145,000   $3.43
Options granted                           435,000    1.45       110,000    4.64
Options expired or canceled              (293,333)   3.59        (5,000)   3.50
                                         --------              --------       
Outstanding options at the end of year    391,667   $1.45       250,000   $3.96
                                         ========              ========        

The following table summarizes  information about the plan's options outstanding
as of December 31, 1998:


                       Options Outstanding             Options Exercisable
                       -------------------             -------------------
                             Weighted
                             Average
                            Remaining       Weighted                 Weighted
 Range of                  Contractual      Average                  Average
 Exercise    Number            Life         Exercise    Number       Exercise
  Prices   Outstanding      (In Years)       Price    Exercisable     Price
---------  -----------     -----------      -------   -----------    ---------

   $1.45     391,667            4.5           $1.45     161,389        $1.45


NOTE I - INCOME TAXES

The significant  components of the Company's deferred tax assets and liabilities
as of December 31, 1998 is as follows:


       Net operating losses carryforward               $3,004,000
       Accrual to cash adjustment                          72,000
       Capitalized software                               (10,000)
       Depreciation                                        25,000
       Research and development credits                    75,000
       Valuation allowance                             (2,806,000)
                                                       ----------
                                        
       Net deferred tax asset                        $     60,000
                                                     ============



                                      F-11

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE I - INCOME TAXES

In  accordance  with New  Jersey  statutes,  the  Company  has  entered  into an
agreement  to sell  certain New Jersey net  operating  losses and  research  and
development  credits  accordingly,  a state  income tax benefit and deferred tax
asset has been  recognized in 1998.  There was no provision for income taxes for
the year ended December 31, 1997.

During the years  ended  December  31, 1998 and 1997,  the benefit for  deferred
taxes before change in valuation allowances  aggregated $326,000 and $1,437,000,
respectively,  which the  valuation  allowance  as of December 31, 1998 and 1997
were  $2,411,000  and  $2,229,000,  respectively  and the  change  in  valuation
allowances  for the years ended  December  31, 1998 and 1997 were  $507,000  and
$956,000, respectively.

The difference  between the statutory  federal income tax rate and the effective
rate for the Company's  income tax benefit for each of the years ended  December
31, 1998 and 1997, respectively, is summarized as follows:


                                                       1998         1997
                                                       ----         ----

Statutory federal income tax rate                       34.0%        34.0%
State income tax benefit, net of federal tax effect      9.5
Increase in valuation allowance                        (31.4)       (41.7)
Research and development credit                                       2.6
Miscellaneous                                            2.3          5.1
                                                      ------       ------

Effective income tax rate                               14.4%         0.0%
                                                      ======       ======

As of December 31, 1998,  the Company had a net operating loss  carryforward  of
$7,346,000 for federal income tax purposes, which expires through 2018.


NOTE J - EMPLOYEE BENEFIT PLAN

The Company  maintains a  noncontributory  Employee  Savings Plan, in accordance
with the provisions of Section 401(k) of the Internal Revenue Code.  Pursuant to
the terms of the plan,  participants can defer a portion of their income through
contributions to the Plan.


NOTE K - FINANCIAL INSTRUMENTS, REVENUES AND OTHER MATTERS

1.     Cash and cash equivalents:

       The Company places its cash and cash equivalents in a commercial bank. At
       times, the cash balances exceed federally insured limits.

2.     Revenues:

       For the years ended December 31, 1998 and 1997, 73 percent and 84 percent
       of revenues, respectively, were derived from one customer.



                                      F-12

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE K - FINANCIAL INSTRUMENTS, REVENUES AND OTHER MATTERS

3.      Microsoft Corporation:

       The  Company's   software  is  generally  based  upon  Microsoft  Windows
       technology.  Additionally,  it has  established a strategic  relationship
       with  Microsoft  that  management  believes  is  important  to its sales,
       marketing and support and product  development  activities.  Accordingly,
       any change in this  relationship  or any factor  adversely  affecting the
       demand for, or the use of Microsoft's Windows operating system could have
       a negative  impact on demand for the  Company's  products  and  services.
       Additionally,  changes  to  the  underlying  components  of  the  Windows
       operating  system would  require  changes to the  Company's  products and
       could  result  in the  loss of  sales if the  Company  did not  implement
       changes in a timely manner.

NOTE L - COMMITMENTS

1.     Lease income:

       The Company leases five kiosks,  hardware and software to the City of New
       York.  All rental income  relates to this  agreement.  Additionally,  the
       Company can earn fees based upon the number of  transactions  effectuated
       in the kiosks. Effective January 1998, the Company extended its agreement
       with the City of New York  through  June  1999.  Under  the terms of this
       agreement, the annual rental income is $117,000.

2.     Lease:

       The Company leases office space and equipment under operating leases with
       initial or  remaining  terms of one year or more  through  2003.  Minimum
       annual rentals are as follows:



                      Year Ending                     Amount
                      December 31,                    -------   
                      ------------
                                                      $112,289
                            1999                       117,356
                            2000                       103,544
                            2001                        97,666
                            2002                        24,685
                            2003                    ----------             
                                                      $455,540
                                                    ==========

      Rent  expense  approximated  $100,023  and  $77,900,  for the years  ended
      December 31, 1998 and 1997, respectively.

3.    EMPLOYMENT AGREEMENTS

      The Company  previously  entered into  employment  agreements with two key
      executives  expiring in December 2001.  Under the terms of the agreements,
      the  aggregate  current  annual  compensation  is $215,000 per  executive.
      Additionally,  the agreements include provisions for bonuses  (aggregating
      the sum of 5 percent of earnings before depreciation,  interest, taxes and
      amortization  and other amounts,  if any, to be determined by the board of
      directors),  increases in  compensation  and severance  payment based upon
      certain events.


                                      F-13

<PAGE>


OBJECTSOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS
NOTE M - LOSS ON UNCOLLECTIBLE LOAN

During  1997,  the Company  entered  into a letter of intent to acquire  another
software company.  Concurrently,  the Company loaned this company $250,000.  The
acquisition has been cancelled and the loan written off as uncollectible.

NOTE N - ADVERTISING COSTS

Advertising  costs are charged to operations in the year incurred and aggregated
$40,723  and  $40,521  for  the  years  ended   December   31,  1998  and  1997,
respectively.



                                      F-14

<PAGE>

             
                                  EXHIBIT INDEX

Exhibit No.           Description
----------            ------------

  2.1      *   Certificate of Ownership and Merger of ObjectSoft Corporation 
               (a New Jersey corporation) into the Company
  2.2      *   Plan of Merger of ObjectSoft Corporation (a New Jersey
               corporation) into the Company
  3.1(a)   *   Certificate of Incorporation of the Company
  3.1(b)   x   Amendment to Certificate of Incorporation of the Company
  3.2(a)   *   By-laws of the Company
  3.2(b)   x   Amended and Restated By-laws of the Company
  4.1      *   Form of Representative's Unit Purchase Option Agreement
  4.2      *   Specimen Certificate of the Company's Common Stock
  4.3      *   Form of Class A  Warrant Agreement, including form of Class A
               Warrant
  4.4      o   Amended and Restated 6% Series D Convertible Preferred Stock 
               Subscription Agreement, dated as of December 30, 1998
  4.5      o   Certificate of Designation of Series D Preferred Stock
  4.6      o   Amended Certificate of Designation of Series D Preferred Stock
                                                                          
                                     
<PAGE>



  4.7      o   Form of  Investor's  Warrant for December  1998  financing  
  4.8      o   Registration Rights Agreement dated as of December 30, 1998
  4.9     []   6% Series E Convertible Preferred Stock Subscription 
               Agreement dated as of March 17, 1999
  4.10    []   Certificate of  Designation of Series E Preferred  Stock
  4.11    []   Amended  Certificate of Designation of Series E Preferred Stock 
  4.12    []   Form of Investors' Warrant for March 1999 financing
  4.13    []   Registration Rights Agreement dated as of March 17, 1999
  10.1+    *   Employment  Agreement  dated as of July 1,  1996  between  the
               Company and
               David E. Y. Sarna
  10.2+    *   Employment Agreement dated as of July 1, 1996 between the Company
               and George J. Febish
  10.3+    *   1996 Stock Option Plan
  10.4     *   Form of Bridge Loan Promissory Note
  10.5     *   Form of Bridge Loan Warrant
  10.6     *   Form of Warrant  Agreement with placement  agent for Bridge Loan
               Offering  
  10.7     *   Form  of   Subscription   Agreement  and  Investment
               Representation of Investor with
               each of the investors in the July 1996 Offering.
  10.8     *   Form of July 1996 Warrant Agreement
  10.9     *   Form of Warrant  Agreement  with  placement  agent for July 1996
               Offering
  10.10    *   Agreement,  dated January 11, 1996, as amended,  with
               the City of New York
               (Department of Information Technology and Telecommunications)
  10.11    *   Cooperation Agreement with Microsoft Corporation, dated November 
               7, 1995
  10.12    *   Agreement with ACORD Corporation dated July 5,1995
  10.13    *   Form of Investor Warrant
  10.14+   *   Form of Officer Warrant
  10.15    *   Cyndel Warrant
  10.16    **  Promissory Note between David E.Y. Sarna and the Company, dated
               January 2, 1997
  10.17    **  Security Agreement between David E. Y. Sarna and the Company,
               dated March 18, 1998 
  27.1         Financial Data Schedule

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

*        Denotes   Exhibits   incorporated   by  reference  to  the   Company's
         Registration Statement on Form SB-2 (Registration No. 333-10519).
**       Denotes  Exhibits  incorporated  by reference to the  Company's  Annual
         Report on Form 10- KSB for the fiscal year ended December 31, 1997.
+        Management contract or compensatory plan or arrangement.
x        Denotes  Exhibits  incorporated  by reference to the  Company's  Annual
         Report on Form 10- KSB for the fiscal year ended December 31, 1996.
o        Denotes  Exhibits  incorporated  by reference to the Company's  Current
         Report on Form 8-K filed on January 15, 1999.
[]       Denotes  Exhibits  incorporated  by reference to the Company's
         Current Report on Form 8-K filed on March 23, 1999.