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, 2000

[  ]  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, 2000 was $177,000.

At March 30, 2001,  the aggregate  market value of the Common Stock held by
non-affiliates was $723,332 (corresponding to 7,719,661 shares).

At March 30, 2001, 7,789,494 shares of Common Stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None
Transitional Small Business Disclosure Format (check one):   Yes ___   No  X



<PAGE>
         PART I


Item 1.  Description of Business

General

ObjectSoft  Corporation 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.

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

     We are  engaged in the  business  of  providing  retail  kiosks,  which are
Internet-connected,  advertising-supported,  interactive kiosks which are public
access terminals that offer entertainment as well as information and the ability
to  execute  financial  transactions  via  a  touch  screen.   However,  we  are
experiencing  significant  obstacles  in  continuing  our  business  as a  going
concern. On April 2, 2001 our common stock was delisted from the Nasdaq SmallCap
Market due to failure to maintain our listing  requirements  (as was our Class A
Warrants on February 1, 2001).  We had been  incurring,  and  continue to incur,
significant  costs in developing  and  maintaining  our kiosks and currently are
without means to fund any of such costs,  including meeting our payroll demands.
In addition,  our long-standing  installation,  maintenance and service contract
with  International  Business  Machines  (IBM)  was  recently  cancelled  due to
non-payment,  which we believe  will  significantly  impact our future sales and
quality of service.  We  anticipate  incurring  additional  losses  until we can
successfully  market and  distribute  our products.  If we are not able to raise
additional  funds in the near  future,  we may be forced to combine with another
entity,   further  reduce  our  staff  and/or  the  scope  of  our   operations,
restructure, file for bankrupcy, sell our assets or cease operations entirely.

     Our business  historically  employs a "clicks and mortar"  strategy to help
businesses reach customers in retail  situations  through an  Internet-connected
kiosk. A kiosk is a machine  deployed in areas with high  pedestrian  traffic or
within a retail outlet or public space that permits the general public to obtain
information  or to  purchase  goods and  services  from an  attractive  computer
terminal.  At a minimum,  a kiosk 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.  Our kiosks
use base standard,  off-the-  shelf  operating  systems which are  substantially
augmented with  roprietary  software to reliably  control and manage the kiosks'
functions.  Their  foundation was developed  during  projects which we completed
with the  Cities of New York and San  Francisco  that can  support  many  retail
businesses with a minimum of adaptation.  Our kiosks,  along with their software
technology  and  derivatives,  are designed to be both modular and expandable so
that our entrance to future  markets would have limited  barriers.  In addition,
our kiosks are designed to be as easy to use as the typical ATM machine  because
our interface uses large touch areas rather than scroll bars, and utilizes other
special  features  designed to comply with  requirements  of the  Americans  for
Disabilities  Act to aid in ease of use.  Our  kiosks  are also FCC,  UL and IBM
safety approved, and have equivalent certifications in other countries.

<PAGE>
Our kiosks can easily alter their personality and demeanor
 (i.e., "look and feel") in three ways:

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

     This  approach  allows us to control and maintain the look and operation of
our kiosks.  A customer can then easily  recognize our brand name and develop an
expectation  for how our kiosk will operate.  In addition,  we also maintain the
exclusive  control  over our  kiosks'  content so we can ensure that it is being
kept up-to-date from our offices.

     Our kiosks generate revenue from advertising  fees,  transactional revenue,
and rental income, but may be sold outright to some customers.

     Our primary product focus is our FastTake(r)  kiosk, which we introduced in
October 1998 at the East Coast Video Show. FastTake(r) is 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 owner of the location in which  FastTake(r)
is placed  (video  store,  grocery  store,  etc.),  FastTake(r)  has three  main
purposes:

     - Provide the consumer with an easy way to locate  "catalog  titles" (i.e.,
older films) and market such titles that no longer  receive  publicity  from the
studios. The consumer does not normally require a kiosk to find the latest video
titles which are heavily marketed and readily apparent.

     - Entertain and divert the attention of customers waiting in line or idling
in their store.

     - Invite more  consumers  to their store who may be  attracted by the kiosk
and persuade them into remaining in the store to peruse  advertising,  print out
coupons or enter into contests via the kiosk.

     In a future release of FastTake(r), we expect to add an electronic commerce
feature that will enable the purchase or rental of chosen videos.

     As of March 30, 2001, 256 FastTake- kiosks were installed in stores and 159
are in the  process  of being  installed.  FastTake-  kiosks  delivered  over 17
million ad impressions in January 2001. However, there can be no assurances that
such  placement of kiosks or usage will continue to grow or to remain at current
levels.

     The following  table shows the number of pageviews which have been recorded
by FastTake  from August 2000 to December  2000.(Data  not  available for months
prior).  There can be no assurances  that such usage will continue to grow or to
remain at current levels.


FastTake Monthly Pageviews

Month         Usage

Aug-00       884,844
Sep-00     1,180,103
Oct-00     1,093,420
Nov-00     1,229,825
Dec-00     1,482,878

<PAGE>
     The success of our  FastTake(r)  kiosks are  dependent on  agreements  with
video  retailers  or  other  retail  outlets  for  placement  in  their  stores.
Approximately  seventy  percent (70%) of the kiosks  installed to date have been
placed in  outlets  owned by  franchisees  of large  video  outlets.  FastTake's
success is also dependent on advertisers to provide  advertising  support and on
studios to license movie trailers.

     A major portion of our revenues are based on a continuing  contract we have
to participate in  DoubleClick's  Sonar  network.  DoubleClick  has the right to
terminate this agreement under certain  circumstances.  Such  termination  could
have a material  adverse  effect on our sales  until a  replacement  contract is
arranged  with a similar  provider.  We also  expect to derive  revenue  from an
agreement we recently signed with CouponServer.com, Inc. to provide coupons from
national and local  advertisers who advertise on screen and from agreements with
placement agencies to place our kiosks in specific locations.

     FastTake(r)  revenues  are  expected  to be  generated  from the  following
sources :

-        On-screen advertising and sponsorships

-        Coupons

-        In-store promotions, including give-aways and offers

-        E-commerce transactions

     Although we  anticipate  that we will begin to recognize  greater  revenues
from FastTake  during 2001 we cannot predict the actual timing or amount of such
revenues.

     Recently we  commenced an OEM  business to license our  software,  sell our
kiosk  housing,  and  resell our kiosk  equipment  to  third-party  integrators,
although we have not, to date,  recognized  any revenue from this  division.  In
addition, there can be no assurances that such efforts will be successful, or if
successful, will be profitable.

     Research and development  expenditures  were $385,000 in 2000,  $410,000 in
1999,  and $491,000 in 1998.  In addition,  during the years ended  December 31,
2000 and December 31, 1999 we had capitalized  additional  software  development
costs which aggregated $262,000 and $251,000, respectively.

COMPETITION

     Our major competitors in the video kiosk business could include Muze, Inc.,
Entertainment  Decisions,  Inc.,  Blockbuster  Inc. and Hollywood  Entertainment
Corporation,  all of  which  have  resources  far  greater  than  ours.  General
competitors  in the  kiosk  business  include  divisions  of IBM and NCR,  North
Communications, Golden Screens, ATCOM/INFO and GenesisIntermedia.com, Inc.

     Although we believe that FastTake(r) is a competitive product, there can be
no assurance that these or other companies with far greater  resources than ours
might enter the field and negatively affect FastTake's business prospects.

<PAGE>
MARKETING

     The three objectives of our marketing efforts are: (a) to obtain the rights
to place  our  kiosks  in  compelling  high-density  locations;  (b) to  attract
advertisers and other on-line revenue sources (coupons, contests, etc.) based on
the number and  demographics  of  "impressions"  that we can offer;  and (c) for
FastTake(r)  kiosks to obtain  timely  and  cost-effective  licenses  to exhibit
digital trailers of popular motion pictures and games on-screen.  In furtherance
of these efforts,  we frequently present exhibits at national and regional shows
sponsored by the Video Software Dealers  Association,  among other  associations
and organizations. We have retained a public relations consultant to disseminate
news related to our kiosks and to stimulate both consumer and investor interest.
Additional  marketing  efforts  focus  on  identifying  content-providers  whose
offerings can create additional  transaction  revenue for our kiosks. In seeking
content-providers,  we provide exhibits at major trade shows, often as a partner
to a major vendor. We partnered with our kiosk housing supplier,  AG Industries,
at  several  point-of-purchase  exhibits  in fiscal  2000 and  expect to jointly
participate at the National  Association of Broadcasters with Triveni Digital, a
leader in digital television and subsidiary of LG Electronics. We also advertise
at Kiosk.org,  a trade website. Our kiosk design has been nationally  recognized
as innovative and appealing. We won the prestigious Design Of The Times(r) Award
in the  ``Interactive  Kiosk  Display''  within the  consumer,  electronics  and
entertainment   category   for   FastTake(r)   in  October  2000  at  The  P-O-P
(point-of-purchase) Show at the Jacob K. Javits Center in New York City.

     Our marketing  activities are performed by our Chairman and Chief Executive
Officer and a staff located in Hackensack, New Jersey.

PROPRIETARY RIGHTS

     Our success is highly dependent on our proprietary technology.  We view our
FastTake  housing design as well as its software as  proprietary,  and rely on a
combination   of  patent,   trade  secret,   copyright   and   trademark   laws,
non-disclosure  agreements and  contractual  provisions to establish and protect
our  proprietary  rights.  FastTake(r)  and  ObjectSoft(r)  are each  registered
trademarks in the United States. In addition,  we have applied to register these
trademarks and others in principal  foreign  jurisdictions.  We utilize  outside
patent  counsel to file our patent  applications  for  appropriate  hardware and
software  components of our technology.  A design patent has been issued for the
FastTake  kiosk  design.  There  can be no  assurances  that any of our  pending
trademark  or patent  applications  will be allowed by the Patent and  Trademark
Office,  or  in  other  countries,  or  if  allowed  will  not  be  successfully
challenged.

     The source code for the our  proprietary  software is  protected as a trade
secret.  In addition,  because we do not sell or license our technology to third
parties,  but rather  deliver  services  through  our  kiosks,  our  proprietary
software  is  not  disclosed  to  third  parties.  Furthermore,  we  enter  into
agreements,  as  appropriate,  with employees,  consultants  and  subcontractors
containing  provisions  relating to  confidentiality  and the  assignment of our
inventions and other  developments.  There can be no assurance that the steps we
have  taken to protect  our  proprietary  rights  will be  adequate  or that our
competitors will not independently  develop  technologies that are substantially
equivalent or superior to our technologies or products.

<PAGE>
CUSTOMERS

     To date, we have entered into placement  agreements for FastTake(r)  kiosks
with the largest  video chain  customers  including  New York Ltd.,  New England
Ltd., Serendipity Entertainment,  Texoma, NorthEast Management, Video Rentals of
Pennsylvania,J.C.   Flicks,  Hollywood  Entertainment,   Instant  Replay,  Movie
Gallery, Transworld Entertainment, Video City and Video Warehouse.


GOVERNMENT REGULATIONS AND LICENSING

     We believe that we have all  licenses and permits  necessary to operate our
business as it is currently  conducted in New Jersey,  New York,  Illinois,  and
California.

     We  are  not  currently   subject  to  direct  regulation  by  the  Federal
Communications Commission or any other agency, other than regulations applicable
to businesses generally.  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. We cannot predict the impact, if any, that future laws and
regulations or legal or regulatory changes may have on our business.

EMPLOYEES

     As of March 30, 2001, we had 21 employees,  20 of which were  full-time and
based in our  Hackensack,  New  Jersey  offices  and one of whom is based in Los
Angeles,  California. Our staff includes ten in product development and support,
two in operations and nine in legal, finance, sales and administration.

     The size of our  workforce  is  subject to the  success  of our  continuing
operations.  If we cannot secure sufficient funding to finance our workforce, we
could drastically reduce our current staff.

     Other  than  Mr.  Sarna,  no  other  senior  personnel  have  entered  into
employment  agreements  obligating them to remain in our employ for any specific
term;  however,  substantially all employees are parties to nonsolicitation  and
confidentiality   agreements.   In   addition,   we  have  also   entered   into
confidentiality agreements with our independent contractors.

<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY

     We occupy  approximately  7,141 square feet of office space in  Hackensack,
New Jersey, under a lease with an unaffiliated landlord that expires on July 31,
2007 and  provides  for a base rent of  $172,064  per annum in 2001,  subject to
certain increases in subsequent  periods.  We sublease to an unaffiliated entity
1,200  square  feet of such office  space and  receive  $1,800 per month in rent
pursuant to such sub-lease.



ITEM 3.  LEGAL PROCEEDINGS

     On February 8, 2001,  two of our former  employees,  Anita  Sancinella  and
Michael  Hartmann,  filed claims  against the Company with the Equal  Employment
Opportunity   Commission  alleging  various  claims  of  discrimination  in  our
employment  practices.  We believe that these claims are without  merit and that
our employment practices liability insurance encompasses such claims.

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

         None.

<PAGE>
                                           PART II

Item 5.           Market For Common Equity and Related Stockholder Matters

     The Company's common stock, par value $.0001 per share,  were listed on the
Nasdaq  SmallCap Market under the symbol OSFT until April 2, 2001. The Company's
Redeemable  Class A Warrants were listed on the Nasdaq SmallCap Market under the
symbol OSFTW until February 1, 2001.  Both  securities are now listed on the OTC
Bulletin Board. 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
                           High             Low               High       Low
Fiscal Year 2000

Fourth Quarter             1.469            0.031             0.125      0.031
Third Quarter              1.969            0.781             0.313      0.032
Second Quarter             6.938            0.063             0.563      0.125
First Quarter              7.063            0.031             1.188      0.281

Fiscal Year 1999

Fourth Quarter             6.750            0.313             1.281       0.063
Third Quarter              1.781            0.344             0.813       0.109
Second Quarter             2.938            1.000             0.938       0.313
First Quarter              4.813            1.625             2.125       0.375


     The Company did not pay cash  dividends  on its Common Stock during the two
years ended  December  31, 2000 and  December  31, 1999 and the Company does not
presently intend to pay any dividends on its Common Stock.

<PAGE>
Item 6.           Management's Discussion and Analysis or Plan of Operation

     The  Company   provides  retail  kiosks,   which  are   Internet-connected,
advertising-supported, interactive kiosks which are public access terminals that
offer  entertainment as well as information and the ability to execute financial
transactions via a touch screen. The Company originally  provided consulting and
training   services,   but   changed  its  focus  in  mid-1994  to  its  current
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  $6,585,000 in 2000 and a net loss  $3,920,000 in 1999.  The Company has
not  ecognized  any  significant  revenue to date from its kiosks. Although  the
Company  anticipates  that  it will  to  recognize  greater  revenues  from  the
FastTake(r) kiosks during 2001, it cannot predict th
Results of Operations

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

     Sales and services shows an increase of $41,000, or 30% to $177,000 for the
year ended December 31, 2000 from $136,000 for the year ended December 31, 1999.
The  increase  for the year 2000 was  primarily  due to the increase in revenues
generated from advertising on the FastTake kiosks.

     Cost of sales and services  increased by $829,000 or 99% to $1,664,000  for
the year ended December 31, 2000 from $835,000,  for the year ended December 31,
1999, due to an increase in  depreciation  and  amortization of costs related to
the development and purchase of FastTake  related  products,  and an increase in
maintenance costs related to the FastTake kiosks that have been installed in
2000.

     Research and development  expenses  decreased by $25,000 or 6% to $ 385,000
for the year ended  December 31, 2000 from $410,000 for the year ended  December
31, 1999, due to a decrease in personnel  devoted to research and development in
connection  with the  development  and  improvement  of products  not related to
FastTake products.

     General  and  administrative  expenses  increased  by  $857,000  or  27% to
$4,061,000  for the year ended  December 31, 2000 from  $3,204,000  for the year
ended December 31, 1999 due to the hiring of marketing  staff to accommodate the
expansion of sales  opportunities  related to FastTake products,  an increase in
consulting fees related to the Company's search for additional financing, and an
increase in rent due to the relocation of the Company's offices in 1999.

Other  expenses  increased  by  $634,000  to  $652,000  for the year  ended
December 31, 2000 from $18,000 for the year ended  December 31, 1999,  due to an
increase  in  interest  expense  resulting  from  the  leasing  of  kiosks,  and
amortization  of discounts  associated  with the issuance of debt with warrants.
The warrants do not in and of  themselves  result in any interest  charges.  The
interest charge results from the issuance of the debt and warrants as units.

     The Company's net loss increased by $2,653,000 or 68% to $6,573,000 for the
year ended  December 31, 2000 from  $3,920,000  for the year ended  December 31,
1999. The increase in losses were due to an increase in expenses  related to the
development  and  marketing  expenses  related  to  FastTake  products,  several
non-cash  payments  for  consulting  fees  through  the  issuance  of stock  and
warrants,  additional  expenses  resulting  from the  Company's  relocating  its
offices and an increase in interest  expense  which  resulted from the Company's
financing  some  of  its  equipment,  offset  by  a  decrease  in  research  and
development.

     At  December  31,  2000,   the  Company  had  federal  net  operating  loss
carryforwards of approximately  $15,493,000.  A valuation allowance  aggregating
$6,424,000  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 H of Notes to Financial Statements.

<PAGE>



Liquidity and Capital Resources

     For the year ended  December  31, 2000 the  Company  incurred a net loss of
$6,573,000.  The accumulated deficit increased to $21,271,000 resulting from the
Company  continuing to incur operating losses as expense exceeded  revenue,  and
the assumed  dividends from the issuance of preferred  stock. As of December 31,
2000,  cash and cash  equivalents  were $114,000 as compared with  $2,311,000 at
December 31, 1999. The Company had working  capital  deficit of $1,894,000 as of
December 31, 2000 as compared to a positive  working capital of $2,589,000 as of
December 31, 1999, or a decrease of $4,482,000,  due to the continuing losses by
the  Company  offset  by  the  sale  of  preferred  and  common  stock.  Capital
expenditures and capitalized software amounted to $2,548,000.

     The Company has incurred,  and will continue to incur,  significant  costs,
developing  and  maintaining  its kiosks and  Internet  operations.  The Company
anticipates  incurring  additional  losses until it can successfully  market and
distribute its products and develop new  technologies  and  commercially  viable
future  products.  The company  does not, at present,  have  sufficient  cash to
continue to operate in the same manner that it has in the past.

     Continuing  operations  depend on cash flow from operations and the ability
to raise additional funds through equity, debt or other financing.  There can be
no assurance,  however, that such funds will be available. Further, there can be
no assurance,  even assuming the Company  successfully  raises additional funds,
that the Company will achieve profitability or positive cash flows. In addition,
there can be no assurance  that the  Company's  creditors  will not institute an
action for the repayment of such amounts and if such action is taken against the
Company,  that the Company would be able to satisfy such  amounts.  In the event
such action is brought  against the  Company,  it would have a material  adverse
effect on the Company.  Due to the  continuing  losses,  in November  2000,  ten
employees either resigned or were  terminated.  If the Company is not successful
in raising  additional  funds,  it might be forced to further  curtail  the size
and/or scope of its operations, restructure, file for bankruptcy, sell assets or
cease operations entirely.

     During the first  quarter of 2001,  the Company met some of its payroll and
other urgent expenses through short term  borrowings.  The Company secured these
borrowings  and certain  amounts owed to its attorneys  with liens on certain of
the  Company's  assets.  It is not  likely  that  additional  funding  would  be
available on this basis.

     As a result  of these  factors,  as well as the  uncertain  conditions  the
Company faces regarding the  delinquency of accounts  payable and loans payable,
the report of the independent public accountants  contains  explanatory language
which  raises  substantial  doubt as to the  Company's  ability to continue as a
going concern.  The Company is considering various  alternatives to address this
situation  besides  attempting to raise additional  funds,  including a possible
sale of some or all of it assets as well as a further reduction in staffing.
Inflation and Seasonality

     The rate of inflation was insignificant  during the year ended December 31,
2000. 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-15.

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

         None.

<PAGE>
PART III

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

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  Executive  Officers and  Directors,  and any persons who own more
than 10% of any class of the Company's  equity  securities  which are registered
under the Securities Act of 1933, as amended to file certain reports relating to
their  ownership  of such  securities  and  changes in such  ownership  with the
Securities and Exchange  Commission and Nasdaq SmallCap  Market,  and to furnish
the Company with copies of such reports. To the Company's knowledge, all Section
16(a) filing requirements  applicable to such Officers,  Directors and owners of
over 10% of the Company's equity securities registered under the Act, during the
year ended December 31, 2000, have been satisfied.

Executive Officers and Directors

The executive officers and directors of the Company are as follows:

Name                             Age      Position
David E. Y. Sarna                51       Chairman, President, Chief Executive
Stanley A. Hirschman 1 2 3       54       Officer, Assistant Secretary and
                                          Director
Daniel E. Ryan       1 2 3       53       Director
Michael A. Burak     1 2 3       60       Director


1  Member of Audit Committee.
2  Member of Compensation Committee.
3  Member of Stock Option Plan Committee



     Michael A. Burak has been a director  since  February  1999.  Mr.  Burak is
President of the firm of Michael A. Burak, Inc. and has been actively engaged in
real estate  operations  for over 30 years as an owner,  a property  manager and
broker dealing with sales and leasing.  Mr. Burak received a B.S. in Real Estate
from New York  University's  School of  Commerce  and M.S.  from Urban  Planning
division of the Graduate  School of Architecture  at Columbia  University.  As a
William Kinne Fellow,  he spent 1964 and 1965 studying Urban problems in Europe.
He is past president of the Metropolitan Real Estate Square Club, and currently,
an active member of the Associated  Owners and Builders of Greater New York, the
National Realty Club and the National Association of Home Builders.

     Stanley A.  Hirschman has been a director since April 2000. He is currently
President of CPointe  Associates,  Inc., an executive  management and consulting
firm  specializing  in solutions for emerging  companies  with  technology-based
products.  Mr. Hirschman is Chairman of the Board of Bravo! Foods  International
(NASD:  BRVO), a director of Imaging Diagnostic  Systems,  Inc. (NASD: IMDS) and
former Chairman of the Board of Mustang.com  (NASD:  MSTG).  His client list has
included  SBC  Wireless,  Northern  Telecom  (Nortel),  MindSpring  Enterprises,
RetailHighway.com  and  Xybernaut  Corporation.  Prior to  establishing  CPointe
Associates, he was Vice President Operations,  Software Etc., Inc., a 396 retail
software chain,  from 1989 until 1996. He has held senior  management  positions
with T.J.Maxx, Gap Stores and Banana Republic. He is active in community affairs
and serves on the  Advisory  Board of the  Salvation  Army Adult  Rehabilitation
Centers.

     Daniel E. Ryan has been a director  since 1991.  Mr. Ryan was employed with
New York Life  Insurance  Company  from July 1965 to March 2000 and where,  from
1981, he held the title of Corporate  Vice  President.  Mr. Ryan was the head of
the Service Center Development of New York Life Insurance Company's  Information
Systems  organization.  Mr.  Ryan holds an MBA in Computer  Science  from Baruch
College and a BS/BA in Industrial Management from Manhattan College. Mr. Ryan is
a Certified Systems Professional.

     David E. Y.  Sarna  founded  the  Company in 1990.  Mr.  Sarna has been the
Chairman  and a director of the Company  since  December  1990.  Mr.  Sarna is a
director of Mabool, Inc. and is a member of the Advisory Board of Hudson Venture
Partners, LLP. Mr. Sarna is also a member of the Board of Trustees of Millennium
Project,  Inc., a  not-for-profit  corporation.  He has also been, since 1994, a
Contributing  Editor of Datamation  magazine.  Prior to co-founding the Company,
Mr. Sarna  founded  Image  Business  Systems  Corporation,  a computer  software
development   company,  in  1988.  Prior  to  founding  Image  Business  Systems
Corporation, Mr. Sarna was formerly Executive Vice President and a co-founder of
ISS. From 1976 to 1981,  Mr. Sarna was employed by Price  Waterhouse & Co., as a
management  consultant,  beginning  as a senior  consultant  and  rising  to the
position  of senior  manager.  From 1970 to 1976 Mr.  Sarna was  employed by IBM
Corporation in technical and sales  positions.  Mr. Sarna began his professional
career  at  Honeywell  in  1968.  Mr.  Sarna  holds a BA  degree  from  Brandeis
University  and  did  graduate  work  at the  Technion  -  Israel  Institute  of
Technology.  Mr.  Sarna is a  Certified  Systems  Professional  and a  Certified
Computer Programmer.  He is a co-author of PC Magazine Windows Rapid Application
Development  (published  by Ziff- Davis Press in 1994),  several other books and
over 50 articles  published  in  professional  magazines.  Mr. Sarna is also the
co-inventor of patented software for the recognition of bar-codes.

<PAGE>


Committees

     The Stock  Option  Committee,  composed  of  Michael A.  Burak,  Stanley A.
Hirschman  and  Daniel E. Ryan,  administers  the 1996  Plan.  The Stock  Option
Committee took certain  actions on eight  occasions by written consent in fiscal
2000.

     The  Compensation  Committee,  composed of Mr. Burak, Mr. Hirschman and Mr.
Ryan,  has  authority  over  the  salaries,   bonuses  and  other   compensation
arrangements  of the  executive  officers  of the  Company,  and it also has the
authority  to  examine,  administer  and make  recommendations  to the  Board of
Directors with respect to benefit plans and  arrangements  (other than the stock
option  plans  which are  administered  by the Stock  Option  Committee)  of the
Company. The Compensation Committee did not meet during fiscal 2000.

     The Audit Committee's function is to nominate independent auditors, subject
to  approval by the Board of  Directors,  and to examine  and  consider  matters
related  to the audit of the  Company's  accounts,  the  financial  affairs  and
accounts of the Company,  the scope of the independent  auditors' engagement and
their  compensation,  the effect on the  Company's  financial  statements of any
proposed changes in generally accepted accounting principles,  disagreements, if
any, between the Company's  independent auditors and management,  and matters of
concern to the  independent  auditors  resulting  from the audit,  including the
results of the independent auditors' review of internal accounting controls. The
Audit  Committee  has reviewed and discussed  the  Company's  audited  financial
statement with  management and has discussed with the  independent  auditors the
matters  required to be discussed by SAS 61, as may be modified or supplemented.
The Audit Committee has received the written disclosures and the letter from the
independent  accountants required by Independence Standards Board Standard No. 1
(Independence  Standards  Board Standard No. 1,  Independence  Discussions  with
Audit  Committees),  as may be modified or supplemented,  and has discussed with
the independent accountant the independent accountant's  independence.  Based on
the aforementioned  reviews and discussions,  the Audit Committee recommended to
the Board of Directors that the audited financial  statements be included in the
Company's  Annual Report of Form 10-KSB for the last fiscal year for filing with
the Securities and Exchange Commission.  The Audit Committee was composed of Mr.
Burak,  Mr  Hirschman  and Mr. Ryan during  fiscal  2000.  On June 6, 2000,  the
Company's Board of Directors  adopted a written charter for the Audit Committee.
The Audit Committee met once during fiscal 2000.

     The Board of Directors  has no standing  nominating  committee or executive
committee.

<PAGE>
Item 10.                    Executive Compensation

     The following table sets forth information  concerning annual and long-term
compensation,  paid or  accrued,  for the Chief  Executive  Officer and for each
other executive officer of the Company whose  compensation  exceeded $100,000 in
fiscal 2000 (the "Named  Executive  Officers") for services in all capacities to
the Company during the last three fiscal years.


                            SUMMARY COMPENSATION TABLE

                               Annual Compensation     Long Term Compensation

                                          Other        Awards(1)       Payouts
Name and                                  Annual      Securities         All
Principal                                 Compen-     Underlying        Other
Position                  Year  Salary(2) Sation (2)  Options/SARs  Compensation


David E.Y. Sarna,         2000  $215,000   --           --               --
Chairman, President and   1999  $215,000   --          531,666       $50,000 (3)
Chief Executive Officer   1998  $215,000   --            8,333           --


George J. Febish, Former  2000  $215,000   --           --           $60,225 (4)
President  and Co-Chief   1999  $215,000   --          531,666       $50,000 (3)
Executive Officer         1998  $215,000   --            8,333           --

     (1) None of the Named  Executive  Officers  received any  Restricted  Stock
Awards or LTIP Payouts in 2000, 1999 or 1998.

     (2) As to each individual  named, the aggregate  amounts of perquisites and
personal benefits not included in the Summary  Compensation Table did not exceed
the  lesser  of  either  $50,000  or 10% of the total  annual  salary  and bonus
reported for the Named Executive Officer.

     (3) In fiscal 1999,  each of Mr. Sarna and Mr. Febish received cash bonuses
in the amount of $50,000.

     (4) The Company  issued 125,000 shares of Common Stock to Mr. Febish and an
immediately  exercisable  warrant to purchase  100,000 shares of Common Stock in
connection  with his  voluntary  resignation  from the Company,  effective as of
November 15, 2000.  In addition,  Mr. Febish  received an  additional  50,000 of
vested performance stock options in connection with such resignation.


Stock Options

     No stock  options or SARs were  granted  or  exercised  by Named  Executive
Officers during fiscal 2000 and no SARs were outstanding at December 31, 2000.
<PAGE>

Employment Agreements

     The Company  entered into  employment  agreements  with each of David E. Y.
Sarna and  George J.  Febish,  effective  as of July 1,  1996,  which  expire on
December 31, 2001. On November 15, 2000,  Mr. Febish  voluntarily  resigned from
the Company and released the Company of all  obligations to Mr. Febish  pursuant
to Mr.  Febish's  agreement,  including  any  severance  payments.  Mr. Sarna is
currently  the only  Executive  Officer  who has an  employment  agreement.  Mr.
Sarna's  employment  agreement  provides  for a current  annual  base  salary of
$215,000  and for a bonus  of 5% per  annum  of the  Company's  earnings  before
depreciation, interest, taxes and amortization. In addition, on an annual basis,
the Board of Directors  will consider  paying an  additional  bonus to Mr. Sarna
that is based upon the increase in the  Company's  gross  revenues,  taking into
account any increase in the Company's expenses. The annual base salary under Mr.
Sarna's  agreement may be increased at the discretion of the Board of Directors.
Mr.  Sarna's  agreement  provides  for  (i) a  severance  payment  of  the  base
compensation and bonus of the prior full fiscal year and payment of all medical,
health,  disability  and insurance  benefits then payable by the Company for the
longer of (a) the  remainder of the term of the  employment  agreement or (b) 12
months,  as well as (ii) the base  compensation and bonus accrued to the date of
termination,  upon the  occurrence  of (x)  termination  by the Company  without
cause,  (y)  termination by Mr. Sarna for good reason or (z) a change in control
of the Company,  if Mr. Sarna resigns after the occurrence of the such change in
control.  Mr. Sarna's  employment  agreement limits the severance payments to an
amount  that is less than the amount  that would  cause an excise tax or loss of
deduction  under the rules  relating  to golden  parachutes  under the  Internal
Revenue Code.
Performance Stock Options

     On December 9, 1999,  the Committee and the  Compensation  Committee of the
Board  of  Directors  authorized  the  Company  to grant  500,000  non-qualified
performance  stock  options  to each of Mr.  Sarna  and Mr.  Febish.  Mr.  Sarna
received  50,000 of these  performance  stock  options  during  fiscal 2000.  In
connection with Mr. Febish's  voluntary  resignation  from the Company,  100,000
performance   stock  options  vested  and  400,000   performance  stock  options
terminated.



<PAGE>



Item 11.          Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth,  as of March 30, 2001,  information  with
respect to the beneficial ownership of the Common Stock by (i) each person known
by the Company to  beneficially  own more than 5% of the  outstanding  shares of
Common Stock,  (ii) each director of the Company,  (iii) each Executive  Officer
named in the Summary  Compensation Table herein titled "Executive  Compensation"
and (iv) all directors and executive officers of the Company as a group.

Name and                        Amount and
Address of                      Nature  of          Percent
Beneficial Owner(1)             Beneficial            of
                                 Owner(2)           Class(3)

David E. Y. Sarna (4)             193,165            2.45%
Daniel E. Ryan    (5)              15,831              *
Michael A. Burak  (6)              11,832              *
Stanley A. Hirschman                 *                 *

George J. Febish (7)              459,583            5.75%

483 Piermont Avenue
RiverVale, NJ  07675

Aspen International Ltd. (8)    9,002,375           53.61%
Charlotte House
Charlotte Street
Nassau Bahamas

Moonlight Holdings, Ltd (9)       410,540            5.20%
P.O. Box 65
Gretton House, duke Street,
Grand Turk
Turks and Caicos Islands
British West Indies

Intercoastal Holdings LLC (10)  1,434,520           15.81%
760 US Highway One,Suite 206
North Palm Beach, FL  33408



La Jolla Cove Investors, Inc.     589,777            7.57%
7817 Herschel Avenue, Suite 200
La Jolla, CA  92037


All officers and directors as     220,828            2.79%
a group (4 persons) (3)(11)


______________
*        Less than 1%.

<PAGE>
     (1)  Unless  otherwise  indicated,  the  business  address  of  each of the
officers and directors is c/o ObjectSoft Corporation, Continental Plaza III, 433
Hackensack Avenue, Hackensack, New Jersey 07601.

     (2) Unless  otherwise  noted,  the Company  believes that all persons named
have sole voting and investment power with respect to all shares of Common Stock
listed as owned by them.

     (3) Each  person's  percentage  interest is  determined  assuming  that all
options,  warrants and convertible  securities that are held by such person (but
not by anyone else) and which are exercisable or convertible within 60 days have
been exercised for or converted into Common Stock.

     (4)  Includes  25,000  shares  held by The David E. Y. Sarna  Family  Trust
("Sarna  Trust"),  of which  Rachel  Sarna,  the wife of Mr.  Sarna,  and Melvin
Weinberg,  Esq. are the trustees. The children of Mr. and Dr. Sarna are the sole
beneficiaries.  Mr. Sarna disclaims  beneficial  ownership of the shares held by
the Sarna Trust.  Mr. Weinberg and Dr. Sarna are trustees of the Sarna Trust and
share  dispositive power with respect to the shares of Common Stock owned by the
Sarna  Trust,  but Dr.  Sarna has the sole  voting  power  with  respect to such
shares.  Mr. Weinberg disclaims  beneficial  ownership of the shares held by the
Sarna Trust. Also includes  immediately  exercisable  options to purchase 48,332
shares of Common Stock granted  under the  Company's  1996 Stock Plan (the "1996
Plan"), and immediately exercisable performance stock options to purchase 50,000
shares of Common Stock. See "Executive Compensation-Employment Agreements."

     (5)  Includes  immediately  exercisable  stock  options to purchase  15,831
shares of Common Stock granted under the 1996 Plan.

     (6)  Includes  immediately  exercisable  stock  options to purchase  11,666
shares  of Common  Stock  granted  under the 1996 Plan and 166  shares of Common
Stock purchased on the open market in the name of Lois Burak,  Mr. Burak's wife.
Mr. Burak disclaims  beneficial  ownership of the shares of Common Stock held by
his wife.

     (7)  Includes  25,000  shares  held by The George J.  Febish  Family  Trust
("Febish  Trust"),  of which Janis Febish,  the wife of Mr.  Febish,  and Melvin
Weinberg,  Esq. are the  trustees.  The children of Mr. and Mrs.  Febish are the
sole beneficiaries. Mr. Febish disclaims beneficial ownership of the shares held
by the Febish  Trust.  Mr.  Weinberg and Mrs.  Febish are trustees of the Febish
Trust and share  dispositive  power with  respect to the shares of Common  Stock
owned by the  Febish  Trust,  but Mrs.  Febish  has the sole  voting  power with
respect to such  shares.  Mr.  Weinberg  disclaims  beneficial  ownership of the
shares of Common Stock held by the Febish Trust. Also includes 100,000 shares of
Common  Stock which are subject to  currently  exercisable  warrants and 100,000
shares which are subject to immediately  exercisable  performance stock options.
See "Executive Compensation-Employment Agreements."

     (8) According to Aspen International  Ltd.'s Schedule 13D as filed February
15, 2001,  includes 4,233,332 shares of Common Stock issuable upon conversion of
the Series H Preferred  Stock,  4,233,332  shares of Common Stock  issuable upon
currently  exercisable  warrants  issuable  upon  conversion  of  the  Series  H
Preferred  Stock,  and 535,710  shares of Common Stock  issuable upon  currently
exercisable warrants issued in connection with note financings.

     (9) Includes  100,000 shares of Common Stock which are subject to currently
exercisable warrants.

     (10) According to  Intercoastal  Holdings,  L.L.C.'s  Schedule 13G as filed
March 26, 2001,  includes  240,000 shares of Common Stock issued upon conversion
of the Series G Preferred  Stock,  490,000  shares of Common Stock issuable upon
conversion  of the Series H  Preferred  Stock,  490,000  shares of Common  Stock
issuable upon currently  exercisable  warrants  issuable upon  conversion of the
Series H  Preferred  Stock,  and 62,500  shares of Common  Stock  issuable  upon
currently exercisable warrants.

     (11)  Includes  75,829  shares of Common Stock which certain of the current
Executive  Officers and Directors have a right to acquire  pursuant to presently
exercisable stock options and 50,000 shares of Common Stock which certain of the
current  Executive  Officers and Directors  have a right to acquire  pursuant to
currently exercisable performance stock options.

<PAGE>







Item 12. Certain Relationships and Related Transactions

Loans to Officer

     On January 2, 1997 the Company  extended to Mr.  Sarna a loan in the amount
of $440,000  (the "1997 Loan "). The maturity date of the 1997 Loan was extended
from May 31, 2000 to May 31,  2001.  Mr.  Sarna  utilized  the funds for a block
purchase of 80,000  shares of the Common  Stock from the market  maker,  who was
also  the  underwriter  of the  Company's  public  offering,  in an open  market
transaction.  In March 1998, Mr. Sarna executed a Security Agreement in favor of
the Company in which he pledged as collateral for the 1997 Loan certain contract
rights to  receive  an option to  acquire  certain  marketable  securities.  The
individual  who was to transfer  this option  failed to transfer  the option and
thereafter,  in May 1999,  filed for  bankruptcy  protection.  Mr. Sarna and the
Company have filed claims in bankruptcy  court based upon the failure to deliver
the option and have sued such  individual in  bankruptcy  court to prevent their
claims  against  him from  being  discharged  in  bankruptcy.  The costs of such
lawsuit are being borne by the  Company.  The Company has  provided an allowance
for loan loss  aggregating  $350,000 with respect to the 1997 Loan. On March 22,
2001, the Company  absolved Mr. Sarna of any personal  liability  under the 1997
Loan,  except  for any actual  recovery  he  receives  in  connection  with such
lawsuit.

     During 1999, the Company made a personal interest-free loan to Mr. Sarna in
the amount of $101, 026.22. In August 1999, Mr. Sarna executed a promissory note
in favor of the Company,  which note is secured by Mr.  Sarna's pledge of 10,000
shares of Common Stock. In 2000, the Company  extended an additional $ 43,084.08
to Mr. Sarna, of which $2,100.00 was repaid in 2000.

<PAGE>
Item 13.          Exhibits and Reports on Form 8-K

a.       Exhibits

2.1(1)       Certificate of Ownership and Merger of ObjectSoft Corporation (a
             New Jersey corporation) into the Company
2.2(1)       Plan of Merger of ObjectSoft Corporation (a New Jersey corporation)
             into the Company
3.1(a)(1)    Certificate of Incorporation of the Company
3.1(b)(2)    Amendment to Certificate of Incorporation of the Company, dated
             November 14, 1996
3.1(c)(15)   Amendment to Certificate of Incorporation of the Company,
             dated June             3, 1999
3.1(d)(15)   Amendment to Certificate of Incorporation of the Company, dated
            October 12, 1999
3.2(2)   Amended and Restated By-laws of the Company
4.1(2)   Form of Representative's Unit Purchase Option Agreement
4.2(2)   Specimen Certificate of the Company's Common Stock
4.3(1)   Form of Class A Warrant Agreement
4.4(3)   Private Equity Line of Credit Agreement, dated as of May 13, 1998
4.5(4)   Agreement of Amendment and Modification, dated as of September 29,
            1998
4.6(13)  Certificate of Designation of Series C Convertible Preferred Stock
4.7(3)   Form of Warrant A
4.8(3)   Form of Warrant B
4.9(3)   Registration Rights Agreement, dated as of May 13, 1998
4.10(5)  Amended and Restated 6% Series D Convertible Preferred Stock
            Subscription Agreement, dated as of December 30, 1998
4.11(5)  Certificate of Designation of Series D Preferred Stock
4.12(5)  Amended Certificate of Designation of Series D Preferred Stock
4.13(5)  Form of Investor's Warrant for December 1998 financing
4.14(5)  Registration Rights Agreement, dated as of December 30, 1998
4.15(6)  6% Series E Convertible Preferred Stock Subscription Agreement,
            dated as of March 17, 1999
4.16(6)  Certificate of Designation of Series E Preferred Stock
4.17(6)  Amended Certificate of Designation of Series E Preferred Stock
4.18(6)  Form of Investor's Warrant for March 1999 financing
4.19(6)  Registration Rights Agreement, dated as of March 17, 1999
4.20(7)  6% Series F Convertible Preferred Stock Subscription Agreement,
            dated as of August 13, 1999
4.21(7)  Amendment Agreement, dated as of August 19, 1999
4.22(7)  Certificate of Designation of Series F Preferred Stock
4.23(7)  Form of Warrant issued pursuant to the August 13, 1999 Subscription
            Agreement
4.24(7)  Registration Rights Agreement, dated as of August 13, 1999
4.25(8)  6% Series G Convertible Preferred Stock Subscription Agreement,
            dated as of December 30, 1999
4.26(8)  Certificate of Designation of Series G Preferred Stock
4.27(8)  Form of Investors' Warrant for December 1999 financing
4.28(8)  Registration Rights Agreement, dated December 30, 1999
4.29(9)  Series H Convertible Preferred Stock Subscription Agreement, dated
            as of December 29, 2000
4.30(9)  Certificate of Designation of Series H Preferred Stock
4.31(9)  Registration Rights Agreement, dated as of December 29, 2000.
4.32(9)  Form of Investors' Warrant for December 2000 financing.
4.33(10) Form of George Febish Warrant
4.34(10) Form of Maria Andrews Warrant
4.35(10) Form of Moonlight Holdings, Ltd. Warrant
4.36(11) Form of Aspen International, Ltd. Warrant
4.37(16) Common Stock Purchase Agreement between the Company and La Jolla
            Cove Investors, Inc., dated as of August 24, 2000
4.38(16) Registration Rights Agreement between the Company and La Jolla Cove
            Investors, Inc., dated as of August 24, 2000
4.39(16) Warrant and Warrant Agreement between the Company and The Fulton
            Group, dated as of September 28, 2000
4.40(16) Form of Warrant between the Company and Aspen International, Ltd.
4.41(17) Common Stock Purchase Agreement, dated as of June 7, 2000
4.42(17) Registration Rights Agreement, dated as of June 7, 2000
4.43(17) Warrant issued to Investor Relations Group, Inc. dated as of April
            15, 2000
4.44(18) Amendment to Warrant Agreement, dated as of May 1, 2000
<PAGE>
10.1(2)  Employment Agreement, dated as of July 1, 1996, between the Company
            and David E. Y. Sarna
10.2(2)  Employment Agreement dated as of July 1, 1996, between the Company
            and George J. Febish
10.3(a)(14)  1996 Stock Option Plan, as amended as of March 15, 1999
10.3(b)(15)  1996 Stock Option Plan, as amended as of January 18, 2000 (subject
              to stockholder approval)
10.4(1)  Form of Bridge Loan Promissory Note
10.5(1)  Form of Bridge Loan Warrant
10.6(1)  Form of Warrant Agreement with placement agent for Bridge Loan
            Offering
10.7(1)  Form of Subscription Agreement and Investment Representation of
            Investor with each of the investors in the July 1996 Offering
10.8(1)  Form of July 1996 Warrant Agreement
10.9(1)  Form of Warrant Agreement with placement agent for July 1996
            Offering
10.10(1) Agreement, dated January 11, 1996, as amended, with the City of New
            York (Department of Information Technology and Telecommunications)
10.13(2) Form of Investor Warrant
10.14(2) Form of Officer Warrant
10.15(2) Cyndel Warrant
10.16(12)   Promissory Note between David E. Y. Sarna and the Company, dated
            January 2, 1997
10.17(12)   Security Agreement between David E. Y. Sarna and the Company, dated
            March 18, 1998
10.18(15)   Performance Stock Option Agreement between the Company and David E.
            Y. Sarna, dated as of December 9, 1999
10.19(15)   Performance Stock Option Agreement between the Company and George J.
            Febish, dated as of December 9, 1999
23.1(19) Consent of  Richard A. Eisner & Company, LLP
27.1(19) Financial Data Schedule

<PAGE>
b.       Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the last quarter of
fiscal  2000.  The  Company  filed a report on Form 8-K on January  10,  2001 in
connection  with the Company's  entering  into a Series H Convertible  Preferred
Stock  Subscription  Agreement  dated  December  29,  2000 among the Company and
certain investors.

_____________________

(1) Denotes exhibits incorporated by reference to the Company's Registration
     Statement on Form SB-2  (Registration No. 333-10519).
(2) Denotes exhibits  incorporated by reference to the Company's  Amendment
    No. 1 to Registration Statement on Form SB-2 (Registration No. 333-10519).
(3) Denotes exhibits incorporated by reference to the Company's Registration
    Statement on Form S-3 (Registration No. 333-57753).
(4) Denotes an exhibit incorporated by reference to the Company's Amendment
    No. 2 to Registration Statement on Form S-3 (Registration No. 333-57753).
(5) Denotes exhibits incorporated by reference to the Company's Current Report
    on Form 8-K filed on January 15, 1999.
(6) Denotes exhibits incorporated by reference to the Company's Current Report
    on Form 8-K filed on March 23, 1999.
(7) Denotes exhibits incorporated by reference to the Company's Registration
    Statement on Form S-3  (Registration No. 333-86887).
(8) Denotes exhibits incorporated by reference to the Company's Current Report
    on Form 8-K filed on January 4, 2000.
(9) Denotes exhibits incorporated by reference to the Company's Current Report
    of Form 8-K filed on January 10, 2001.
(10)Denotes exhibits incorporated by reference to the Company's Registration
    Statement on Form S-3 (Registration No. 333-54724).
(11)Denotes exhibit incorporated by reference to the Company's Registration
    Statement on Form S-3 (Registration No. 333-47458).
(12)Denotes exhibits incorporated by reference to the Company's Annual Report
    on Form 10-KSB for the fiscal year ended December 31, 1997.
(13)Denotes an exhibit incorporated by reference to the Company's Registration
    Statement on Form S-8 (Registration No.333-69985).
(14)Denotes an exhibit incorporated by reference to the Company's Registration
    Statement on Form S-8 (Registration No.333-90303).
(15)Denotes on exhibit incorporated by reference to the Company's Annual Report
    of Form 10-KSB for the fiscal year ended December 31, 1999.
(16)Denotes exhibits incorporated by reference to the Company's Registration
    Statement on Form S-3 and Form S-3/A (Registration No. 333-47458).
(17)Denotes exhibits incorporated by reference to the Company's Registration
    Statement on Form S-3 (Registration No. 333-41620).
(18)Denotes an exhibit incorporated by reference to the Company's Registration
    Statement on Form S-3 (Registration No.333-36944).
(19)     Filed herewith.



<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:  April 16, 2001                    OBJECTSOFT CORPORATION
                                          By:    /s/ David E. Y. Sarna
                                          David E. Y. Sarna,
                                          Chairman and Chief Executive Officer

     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:

Signature                  Title                                       Date

/s/David E. Y. Sarna  Chairman, President, Chief Executive         April 16,2001
David E. Y. Sarna     Officer,  Assistant Secretary and Director
                      (Principal Executive Officer, Principal
                      Financial Officer and Principal Accounting
                      Officer)

/s/ Michael Burak        Director                                  April 16,2001
Michael Burak

/s/ Stanley A. Hirschman Director                                  April 16,2001
Stanley A. Hirschman

/s/ Daniel E. Ryan         Director                                April 16,2001
Daniel E. Ryan




<PAGE>



         EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

     We  hereby  consent  to the  incorporation  by  reference  in  Registration
Statements  on Forms  S-3  (Nos.  333-30724,  333-54724,  333-47458,  333-41620,
333-41618,  and  333-36944)  and  Registration  Statements  on Forms S-3/A (Nos.
333-92201,  333-92685, 333-47458 and 333-30724) of our report, which includes an
explanatory paragraph regarding substantial doubt about ObjectSoft Corporation's
ability to continue as a going concern, dated February 23, 2001, included in the
Annual Report on Form 10-KSB of ObjectSoft  Corporation as of December 31, 2000,
and for the years ended December 31, 2000 and 1999.



/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
Florham Park, New Jersey
April 16, 2001







<PAGE>
OBJECTSOFT CORPORATION
FINANCIAL STATEMENTS
DECEMBER 31, 2000

<PAGE>
OBJECTSOFT CORPORATION

Contents

                                                     Page

Financial Statements

Independent auditors' report                          F-2

Balance sheet as of December 31, 2000                 F-3

Statements of operations for the years ended
December 31, 2000 and 1999                            F-4

Statements of changes in stockholders' equity
for the years ended December 31, 2000 and 1999        F-5

Statements of cash flows for the years ended
December 31, 2000 and 1999                            F-6

Notes to financial statements                         F-7


<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, 2000, 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, 2000. 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  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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, 2000, and the results of its operations and its cash flows for each
of the years in the two-year  period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements,  the Company has suffered recurring losses from operations
and has a working capital  deficiency of $1,894,000 that raise substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note A. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

Richard A. Eisner & Company, LLP
Florham Park, New Jersey
February 23, 2001

                           F-2

<PAGE>
OBJECTSOFT CORPORATION
Balance Sheet
December 31, 2000

ASSETS
Current assets:
Cash and cash equivalents                                      $      114,000
Marketable securities                                                   6,000
Accounts receivable, less allowance
   for doubtful accounts of $144,000                                   37,000
Prepaid expenses and other current assets                             219,000
Deferred tax asset                                                    235,000
                                                                  ------------

Total current assets                                                  611,000

Furniture and equipment, at cost,
   net of accumulated depreciation                                  3,090,000
Capitalized software                                                  262,000
Notes receivable - officer/shareholder,
   less allowance for loan loss of $350,000                           237,000
Other assets                                                           34,000
                                                                  ------------
                                                               $    4,234,000
                                                                  ============

LIABILITIES
Current liabilities:
Convertible note payable                                       $      175,000
Current portion of obligations under capital lease                    234,000
Accounts payable                                                    1,722,000
Accrued expenses                                                      317,000
Other liabilities                                                      57,000
                                                                  ------------
Total current liabilities                                           2,505,000

Obligations under capital lease                                       240,000
                                                                  ------------
Total liabilities                                                   2,745,000
                                                                  ------------
Commitments and contingencies

STOCKHOLDERS' EQUITY
6% non-voting convertible Series G preferred stock,
   $.0001 par, authorized 30,000 shares,
   issued and outstanding 15,450 shares, at stated value            1,545,000
12% non-voting convertible Series H preferred stock,
   $.0001 par, authorized 300 shares,
   issued and outstanding 134.75 shares, at stated value            1,348,000
Common stock, $.0001 par, authorized 50,000,000 shares,
   issued and outstanding
   7,087,676 shares                                                     1,000
Additional paid-in capital                                         19,866,000
Accumulated deficit                                               (21,271,000)
                                                                  ------------
Total stockholders' equity                                          1,489,000
                                                                  ------------
                                                               $    4,234,000
                                                                  ============


See notes to financial statements                                      F-3

<PAGE>
OBJECTSOFT CORPORATION
Statements of Operations

                                               Year Ended December 31,
                                            --------------------------
                                                   2000          1999
                                            ------------   -----------
Rental and kiosk related revenue
                                          $     177,000  $    136,000
                                            ------------   -----------

Expenses:
Cost of services
Research and development                      1,664,000       835,000
General and administrative                      385,000       410,000
                                              4,061,000     3,204,000
Total expenses                              ------------   -----------
                                              6,110,000     4,449,000
Loss from operations                        ------------   -----------

                                             (5,933,000)   (4,313,000)
                                            ------------   -----------

Other income (expense):
Realized and unrealized loss on
   marketable securities                        (38,000)      (12,000)
Interest and dividend income                     35,000        62,000
Interest expense                               (649,000)      (68,000)
                                            ------------   -----------
Total other income (expense)                   (652,000)      (18,000)
                                            ------------   -----------
Loss before income tax benefit               (6,585,000)   (4,331,000)
Income tax benefit                               12,000       411,000
                                            ------------   -----------

Net loss                                  $  (6,573,000) $ (3,920,000)
                                            ============   ===========

Net loss available to common stockholders $  (9,113,000) $ (4,973,000)
                                            ============   ===========

Basic and diluted net loss per share             ($1.62)       ($3.20)
                                            ============   ===========


See notes to financial statements                                 F-4


<PAGE>
OBJECTSOFT CORPORATION
Statements of Changes in Stockholders' Equity
Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                               Convertible
                               Preferred
                               Stock       Common Stock
                               ------------------------------Paid-in
                               Amount      Shares    Amount  Capital     Deficit       Total
                               -------------------------------------------------------------------
<S>                            <C>         <C>       <C>     <C>         <C>           <C>
Balance, January 31, 1999       $1,050,000 1,141,795      $0  $8,328,000   ($7,185,000)$2,193,000

Issuance of preferred stock      6,570,000                      (706,000)               5,864,000
Compensatory warrants, options
     and common stock                         58,333             399,000                  399,000
Conversion of preferred stock
     to common stock            (5,400,000)3,021,221           5,400,000
Exercise of options and
     warrants                                  9,894              45,000                   45,000
Discount on preferred stock
     accounted for as a dividend                                 993,000      (993,000)
Dividends paid in common stock                26,652              60,000       (60,000)

Net loss                                                                    (3,920,000)(3,920,000)
                               -------------------------------------------------------------------
Balance, December 31, 1999       2,220,000 4,257,895       0  14,519,000   (12,158,000) 4,581,000

Issuance of preferred stock      1,878,000                      (278,000)               1,600,000
Issuance of common stock                   1,437,518   1,000   1,185,000                1,186,000
Compensatory warrants, options
     and common stock                        282,000             685,000                  685,000
Conversion of preferred stock
     to common stock            (1,205,000)1,074,274           1,205,000
Exercise of options and
     warrants                                  6,682              10,000                   10,000
Discount on preferred stock
     accounted for as a dividend                               2,508,000    (2,508,000)
Dividends paid in common stock                29,307              32,000       (32,000)

Net loss                                                                    (6,573,000)(6,573,000)
                               -------------------------------------------------------------------
Balance, December 31, 2000      $2,893,000 7,087,676  $1,000 $19,866,000  ($21,271,000)$1,489,000
                               ===================================================================
</TABLE>




See notes to financial statements                                 F-5

<PAGE>
OBJECTSOFT CORPORATION
Statements of Cash Flows
<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                                         ---------------------------
                                                             2000           1999
                                                         ------------   ------------

<S>                                                      <C>            <C>
Cash flows from operating activities:
Net loss                                               $  (6,573,000) $  (3,920,000)
Adjustments to reconcile net loss to net
   cash used in operating activities:
Depreciation and amortization                              1,177,000        522,000
Amortization of debt discount                                474,000
Deferred tax benefit                                         223,000        (98,000)
Common stock issued as compensation                           59,000
Warrants and common stock issued for services rendered       123,000        277,000
Provision for uncollectible accounts and
   officer/shareholder notes                                 191,000        325,000
Unrealized (gain) loss on marketable securities               38,000        (30,000)
Changes in:
Marketable securities                                        279,000       (293,000)
Accounts receivable                                          (13,000)        (7,000)
Prepaid expenses and other current assets                     42,000        (21,000)
Other assets                                                  12,000         62,000
Accounts payable                                           1,427,000       (177,000)
Accrued expenses                                             144,000         55,000
Other liabilities                                             54,000         (1,000)
                                                         ------------   ------------
Net cash used in operating activities                     (2,343,000)    (3,306,000)
                                                         ------------   ------------
Cash flow from investing activities:
Capital expenditures                                      (2,289,000)      (925,000)
Capitalized software                                        (259,000)      (251,000)
Notes receivable - officer/shareholder                       (42,000)      (105,000)
                                                         ------------   ------------
Net cash used in investing activities                     (2,590,000)    (1,281,000)
                                                         ------------   ------------
Cash flow from financing activities:
Repayment of note payable                                    (13,000)       (15,000)
Proceeds from sale - leaseback                                              123,000
Proceeds from issuance of convertible debt and warrants    1,200,000
Proceeds from issuance of common stock                     1,185,000
Proceeds from exercise of warrants and options                11,000         45,000
Principal payments on obligations under capital leases      (172,000)      (101,000)
Net proceeds from issuance of preferred stock                525,000      5,864,000
                                                         ------------   ------------
Net cash provided by financing activities                  2,736,000      5,916,000
                                                         ------------   ------------

Net increase (decrease) in cash and cash equivalents      (2,197,000)     1,329,000
Cash and cash equivalents, beginning of period             2,311,000        982,000
                                                         ------------   ------------
Cash and cash equivalents, end of period               $     114,000  $   2,311,000
                                                         ============   ============
Supplemental disclosures of cash flow
Cash paid for:
Interest                                               $     122,000  $      58,000
                                                         ============   ============

</TABLE>



In  connection  with the Company  issuing  the Series H preferred  stock in
2000,  professional fees unrelated to the offerings aggregating $50,000 was paid
directly from the offering.  Additionally,  $1,025,000 of  outstanding  debt was
exchanged for 1,025 shares of the Series H preferred stock.

See notes to financial statements                                      F-6

<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]      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 primarily in video stores and in
various public buildings.  Its kiosks may be sold to others or operated by the
Company for operating income.

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern and realization of assets and settlement of
liabilities and commitments in the normal course of business.  The Company has
incurred substantial losses since its inception and anticipates continued
losses from operations. Additionally, the Company has a working capital
deficiency of $1,894,000 and is in default on the $175,000 convertible note
payable. The Company will continue to require the infusion of capital until the
operations become profitable.  The Company intends to either raise additional
capital or sell assets.  There is substantial doubt about the ability of the
Company to continue as a going concern. These financial statements include no
adjustments to assets and liabilities reflecting this potential uncertainty.

[2]      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.

[3]      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).

[4]      Software development costs:

The Company capitalizes software development costs when the preliminary project
stage is completed.  All other software development costs are expensed as
research and development as incurred.

The Company amortizes the capitalized software development costs over their
estimated useful life, generally two years.  It is reasonably possible that the
remaining economic useful life of the software may vary in the near term.

[5]      Marketable securities:

The Company's marketable securities, primarily equity securities, are bought
and held principally for the purpose of selling them in the near term and are
classified as trading securities.  Trading securities are recorded at fair
value on the balance sheet in current assets, with the changes in fair value
during the period reported in earnings.

[6]      Revenue recognition:

Revenue, primarily from equipment leases, is recognized when earned.

[7]      Provision for income taxes:

Deferred income taxes arise from net operating loss carryforwards and temporary
differences, primarily from income and expense items being reported on an
accrual basis for financial statement purposes and cash basis for tax purposes
and capitalized software.
                                                             F-7


<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[8]      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.

[9]      Per share data:

The basic and diluted per share data has been computed on the basis of the loss
applicable to common stockholders for each year divided by the weighted average
number of shares of common stock outstanding. All outstanding options, warrants
and common stock issuable upon conversion of the convertible debt and preferred
stock have been excluded from the computations since they are anti-dilutive.
However, these items are potentially dilutive in the future.

The following summarizes the basic and diluted loss per share for the years
ended December 31, 2000 and 1999:

<TABLE>
                                      2000                               1999
                 -----------------------------------     ------------------------------
                                           Basic and                          Basic and
                                Weighted   Diluted                 Weighted   Diluted
                                Average    Per Share               Average    Per Share
                    Net Loss    Shares     Amount       Net Loss   Shares     Amount
                    --------------------------------    -------------------------------
<S>                 <C>         <C>        <C>          <C>        <C>        <C>
Net loss          $  (6,573,000)                      $ (3,920,000)
Preferred stock
   dividends         (2,540,000)                        (1,053,000)
                    ------------                        -----------
Net loss applicable
   to common
   stockholders   $  (9,113,000) 5,494,306   ($1.62)  $ (4,973,000) 1,553,302   ($3.20)
                    ================================    ===============================

</TABLE>

[10]     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.

[11]     Recent Accounting Pronouncements:

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements," providing guidance on the recognition, presentation and disclosure
of revenue in financial statements. The Company does not expect the adoption of
SAB 101 to have an impact on the Company' results of operations, financial
position or cash flows.

                             F-8

<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[11]     Recent Accounting Pronouncements: (continued)

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44.  "Accounting for Certain Transactions involving Stock
Compensation" ("FIN 44").  FIN 44 provides guidance for issues arising in
applying APB Opinion No. 25 "Accounting for Stock Issued to Employees."  FIN 44
applies specifically to new awards, exchanges of awards in a business
combination, modification to outstanding awards, and changes in grantee status
that occur on or after July 1, 2000, except for the provisions related to
repricings and the definition of an employee which apply to awards issued after
December 15, 1998.  The requirements of FIN 44 are consistent with the
Company's existing accounting policies.

[12]     Impairment:

Long-lived assets of the Company are reviewed at least annually as to whether
their carrying value has become impaired pursuant to SFAS No. 121, "Accounting
for the impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed of." SFAS No. 121 requires long-lived assets, if impaired, to be
remeasured at fair value, whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable.  Management also
revaluates the periods of amortization of long-lived assets to determine
whether events and circumstances warrant revised estimates of useful lives.


NOTE B - NOTES RECEIVABLE OFFICER/SHAREHOLDER

The note  receivable  is due from the  chairman of the  Company's  board of
directors  and  was  collateralized  by  contract  rights  to  receive  from  an
individual an option exercisable for marketable  securities which the individual
failed to deliver. This note was initially due November 1997 and was extended to
May 1999 and further  extended  to May 31, 2001 and bears  interest at 8 percent
per annum.  While the  chairman  and the Company  are  pursuing  legal  remedies
against the individual,  the  collectibility  of this note cannot be determined.
Accordingly,  the Company has  provided an allowance  for loan loss  aggregating
$350,000.

During 2000 and 1999, the Company loaned the chairman $42,000 and $105,000,
respectively,  which  is  partially  collateralized  by  10,000  shares  of  the
Company's common stock, is non-interest bearing and due on demand.


NOTE C - Furniture and Equipment

As of December 31, 2000, furniture and equipment consists of:



Kiosks                                  $    3,948,000
Furniture and other equipment                  626,000
                                           ------------
                                             4,574,000
Accumulated depreciation                     1,484,000
                                           ------------
                                        $    3,090,000
                                           ============



Depreciation  expense aggregated  $964,000 and $428,000 for the years ended
December  31,  2000 and 1999,  respectively.  Included  in  furniture  and other
equipment  are assets under capital  leases with costs of $652,000.  Accumulated
depreciation  on these  assets  aggregated  $320,000.  Included in  depreciation
expense is depreciation on equipment under capital lease aggregated $184,000 and
$120,000, for the years ended December 31, 2000 and 1999, respectively.

During 2000 and 1999, the Company acquired equipment under capital lease
aggregating $134,000 and $427,000, respectively.

                                      F-9

<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE D - CAPITALIZED SOFTWARE

     During the years ended December 31, 2000 and 1999, the Company  capitalized
software development costs which aggregated $259,000 and $251,000, respectively.
Amortization of capitalized  software costs aggregated  $213,000 and $95,000 for
the years ended December 31, 2000 and December 31, 1999, respectively.


NOTE E - OBLIGATIONS UNDER CAPITAL LEASES

Minimum future lease payments under capital leases expiring through 2005, as of
December 31, 2000 are as follows:


Year Ending
December 31,                                          Amount
---------------------                                 -----------
   2001                                            $     306,000
   2002                                                  198,000
   2003                                                   60,000
   2004                                                   15,000
Thereafter                                                11,000
                                                      -----------
                                                         590,000
Less amount representing interest                        116,000
                                                      -----------
Present value of net minimum lease payments              474,000
Due within one year                                      234,000
                                                      -----------
Due after one year                                 $     240,000
                                                      ===========


NOTE F - CONVERTIBLE NOTE PAYABLE:

In October 2000, the Company issued a $175,000 convertible note payable due
November  13,  2000 with  interest  at 12% per annum and  warrants  to  purchase
100,000 shares of the Company's common stock with an exercise price of $1.00 per
share due October 2005 in exchange for $175,000. The Company valued the warrants
at $59,000.  Accordingly,  the note payable was reduced by the $59,000  discount
and the paid in capital was increased by the same amount.  The imputed  interest
rate is 628% per  annum.  As a  result  of the  Company's  default,  the  stated
interest rate increased to 20% per annum.


NOTE G - STOCKHOLDERS' EQUITY

Common stock:

In June  2000,  the  Company  issued  931,620  shares of  common  stock for
$980,000, net of costs. Additionally, the placement agent received 55,898 shares
of the common stock.

In August  2000,  the Company  issued  450,000  shares of common  stock for
$410,691.  30% of the proceeds were received  directly by the Company;  the rest
was placed in escrow.  20% of the original  proceeds  were  released from escrow
when  the  Company   notified  the  purchaser  of  the  effective  date  of  the
registration statement and when the Company notified the transfer agent that the
shares were free to be sold. The remaining 50% of the original  proceeds were to
be  released  from escrow only if on the 120th day  following  the  registration
statement the final price of the shares exceeds the original  proceeds.  The 120
day period expired in February 2001 and the proceeds were returned.

In November 2000, the Company, as part of a termination settlement,  issued
the former  co-chief  executive  officer  125,000 shares of its common stock and
recognized a compensation charge aggregating $59,000.

                                  F-10

<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE G - STOCKHOLDERS' EQUITY  (CONTINUED)

Common stock:  (continued)

In December 2000, the Company issued 157,000 shares of common stock valued at
$31,000 in connection with two consulting agreements and recognized a charge to
operations totaling $5,000.

Preferred stock:

In February 2000, all of the outstanding Series E preferred stock were converted
into 32,476 shares of common stock.

Additionally  in February  2000,  the Company  issued an  additional  5,000
shares of Series G 6%  convertible  preferred  stock and  warrants  to  purchase
50,000 shares of common stock for $500,000.  The  placement  agent  received 300
shares of the Series G preferred stock and  aforementioned  warrants to purchase
12,500  shares of common stock.  From June 2000 through  November  2000,  11,050
shares of the outstanding Series G preferred stock were converted into 1,071,105
shares of common stock.

In  December  2000,  the  Company  issued  122.5  shares  of  Series  H 12%
cumulative  convertible  preferred stock in exchange for $200,000 and $1,025,000
of previously  issued  convertible  notes payable.  Additionally,  the placement
agent  received  12.25  shares of Series H  preferred  stock.  These  shares are
convertible  into  5,390,000  units.  Each  unit  consists  of one  share of the
Company's  common  stock and four  warrants,  each to purchase  one quarter of a
share of common  stock  with  exercise  prices  ranging  from $0.50 to $0.75 per
share. The warrants expire December 2005.

The following summarizes the changes in non-voting convertible preferred stock
for the two years ended December 31,2000:

<TABLE>
<CAPTION>
                    Balance,                    Conversion   Balance.                   Conversion    Balance,
                    January 1,                  Into Common  December 31,               Into Common   December 31,
                       1999     Issuances       Stock           1999      Issuances     Stock             2000
                    ----------  --------------  -----------  -----------  ------------  ------------  ------------
<S>                 <C>         <C>             <C>          <C>          <C>           <C>           <C>
Series D:
   Shares              10,500                      (10,500)
   Amounts       $  1,050,000                   (1,050,000)

Series E:
   Shares                              21,000      (20,000)       1,000                      (1,000)
   Amounts                    $     2,100,000 $ (2,000,000)$    100,000               $    (100,000)

Series F:
   Shares                              23,500      (23,500)
   Amounts                    $     2,350,000 $ (2,350,000)

Series G:
   Shares                              21,200                    21,200         5,300       (11,050)       15,450
   Amounts                    $     2,120,000              $  2,120,000 $     530,000 $  (1,105,000)$   1,545,000

Series H:
   Shares                                                                      134.75                      134.75
   Amounts                                                              $   1,348,000               $   1,348,000

</TABLE>

Stock options and warrants:

The Company has warrants  for the  purchase of  9,291,185  shares of common
stock  expiring from 2001 through 2008 at an exercise  prices ranging from $0.25
to $45.00.

                             F-11
<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE G - STOCKHOLDERS' EQUITY  (CONTINUED)

In November 1998, the Company issued warrants to purchase 112,500 shares of
common  stock at prices  ranging from $6.00 to $30.00 per share and 8,333 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  years  ended  December  31,  2000 and  1999,  the  Company
recognized an expense of $91,000 and $104,000, respectively.

During 1999, the Company issued warrants  exercisable into 55,540 shares of
common stock for services rendered by a financial advisor and a leasing company,
including 33,333 that vest upon completion of certain  financings.  The exercise
prices  range from $2.92 to $13.00 and the warrants  expire in 2004.  During the
years ended  December 31, 2000 and 1999,  the Company  recognized  an expense of
$30,000 and $173,000, respectively.

In December 1999, the Company issued to its two co-chief executive officers
options on 1,000,000  shares at $1.50 per share  subject to the Company  meeting
certain  milestones  including  the  completion  of  certain  financings,  lease
financing of kiosks,  completion and  advertising  agreements,  reduction of the
quarterly losses,  certain kiosk  enhancements and the completion of an offering
of at  least  $10  million.  The  options  expire  in 2004 and  options  for any
milestones  not met by  December  10,  2002 are  cancelled.  In June  2000,  the
stockholders  approved the granting of these  options.  Of the options,  options
on100,000 shares vested in 2000. In November 2000, one of the co-chief executive
officers was terminated and the unvested  options were  cancelled.  Accordingly,
options to purchase  550,000 shares are outstanding as of December 31, 2000. For
the year ended  December 31, 2000, the Company did not recognize any expense for
these  options due to the fact that the market  value of the stock was below the
exercise price.

The  Company  maintains  a stock  option  plan  ("Plan")  pursuant to which
1,000,000  shares of common stock are reserved  for  issuance  upon  exercise of
either incentive or nonincentive stock options which may be granted from time to
time by the Board of Directors to employees  and others.  In January  2000,  the
stockholders approved increasing the shares reserved under the Plan from 208,333
shares to 1,000,000 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 2000 and 1999 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 2000  would have been  approximately  $6.6
million or $(1.72)  per share and the pro forma net loss in 1999 would have been
approximately $4.0 million or $(3.26) per share.

The fair value of each option  granted in 2000 and 1999 has been  estimated
on the date of grant  using the  Black-Scholes  options  pricing  model with the
following  assumption:  no dividends yield, expected volatility ranging from 98%
through  170% in 2000 and 90% in 1999,  risk free  interest  rates  ranging from
4.65%  through  6.67% in 2000 and  4.84% and  6.03% in 1999 and  expected  lives
ranging  from 3 years to 10 years for the 2000  options  and three years for the
1999 options.  The weighted average fair value of options granted were $0.94 per
share during 2000 and $1.81 per share during 1999.

 As of December 31, 2000,  26,157,544  shares were  reserved for issuance of
shares for outstanding warrants and options and conversion of preferred stock.
                        F-12



<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE G - STOCKHOLDERS' EQUITY  (CONTINUED)

The following summarizes stock option transactions under the Plan:
<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                         ----------------------------------------------
                                                    2000                   1999
                                         --------------------- ------------------------
                                                    Weighted               Weighted
                                                    Average                Average
                                                    Exercise               Exercise
                                         Shares     Price      Shares      Price
                                         --------------------- ------------------------
<S>                                      <C>        <C>        <C>         <C>
Outstanding options at the beginning
   of year                                  205,660     $4.82       65,278       $8.70
Options granted                             455,834      1.14      147,500        3.29
Options expired or canceled                 (35,557)     4.76       (4,445)        8.7
Options exercised                            (6,682)      1.5       (2,673)        8.7
                                         -----------           ------------
Outstanding options at the end of
   year                                     619,255      2.15      205,660       $4.82
                                         ===========           ============

</TABLE>




The following table summarizes information about the plan's options outstanding
as of December 31, 2000:

<TABLE>
<CAPTION>

              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
------------- -------------------------   ------------   ------------  ---------
<C>           <C>           <C>           <C>            <C>           <C>
$0.56 -$1.00        345,000        4.9          $0.59        128,333      $0.63
  1.50-3.00         170,816        3.9           1.63        149,315       1.58
  3.16-5.00          33,611        8.5           4.37         18,612       4.22
 7.88-13.50          69,828        2.8          10.06         69,272      10.07



</TABLE>

NOTE H - INCOME TAXES

The significant components of the Company's deferred tax assets and liabilities
as of December 31, 2000 is as follows:


Net operating losses carryforward                  $   5,654,000
Accrual to cash adjustment                               618,000
Research and development credit                          245,000
Allowance for loan loss                                  108,000
Depreciation                                              56,000
Other                                                     83,000
                                                      -----------
Deferred tax asset                                     6,764,000
                                                      -----------
Capitalized software                                     105,000
                                                      -----------
Valuation allowance                                   (6,424,000)
                                                      -----------

Net deferred tax asset                             $     235,000
                                                      ===========




         F-13

<PAGE>

OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE H - INCOME TAXES  (CONTINUED)

Income tax benefit as of December 31, 2000 and 1999 consists of the following:

                        2000         1999
                  -----------  -----------
Current:
   State         $   235,000 $    313,000

Deferred:
   State            (223,000)      98,000
                  -----------  -----------
                 $    12,000 $    411,000
                  ===========  ===========



The change in the valuation allowances for the years ended December 31, 2000 and
1999 was $2,851,000 and $735,000, respectively.

As  permitted  by New Jersey  statutes,  the Company  has  entered  into an
agreement  to sell  certain New Jersey net  operating  losses and  research  and
development  credits  accordingly,  state  income tax  benefits and deferred tax
assets have been recognized in 2000 and 1999.

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, 2000 and 1999, respectively, is summarized as follows:
                                              2000      1999
                                           --------   -------
Statutory federal income tax rate             34.0 %    34.0 %
State income tax benefit, net of federal ta    0.1       6.9
Increase in valuation allowance              (36.5)    (30.8)
Miscellaneous                                  2.6       0.4
                                           --------   -------
Effective income tax rate                      0.2 %    10.5 %
                                           ========   =======


As of December 31, 2000, the Company had a net operating loss carryforward of
$15,493,000 for federal income tax purposes, which expires through 2020.


NOTE I - 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 J - 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, 2000 and 1999, 66 percent and 86 percent of
revenues were derived from one customer, respectively.

                        F-14

<PAGE>
OBJECTSOFT CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999

NOTE J - FINANCIAL INSTRUMENTS, REVENUES AND OTHER MATTERS  (CONTINUED)

[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 K - COMMITMENTS AND CONTINGENCIES

[1]      Lease income:

The Company leases five kiosks, hardware and software to the City of New York.
All rental income relates to this agreement.  Under the terms of this
agreement, the annual rental income is $135,000. This agreement has expires
January 2001.

[2]      Lease:

The Company leases office space and equipment under operating leases with
initial or remaining terms of one year or more through 2007.  Minimum annual
rentals are as follows:

Year Ending
December 31,                    Amount

    2001                     $     173,000
    2002                           178,000
    2003                           185,000
    2004                           199,000
Thereafter                         329,000
                                -----------
                             $   1,064,000
                                ===========



Rent expense approximated $227,000 and $129,000 for the years ended
December 31, 2000 and 1999, respectively.

[3]      Employment agreement:

The Company has an employment agreement with a key executive expiring in
December 2001.  Under the terms of the agreement, the aggregate current
annual compensation is $215,000 per year.  Additionally, the agreement
includes 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.

[4] Litigation:

In February 2001, two former employees filed claims against
the Company with the Equal Employment  Opportunity  Commission  alleging various
claims of  employment  discrimination.  Management  believes that the claims are
without merit and intends to vigorously defend the charge.  Management is of the
opinion that the ultimate  liability,  if any, resulting from these actions will
not have a material effect on the financial position or results of operations of
the Company.


NOTE L - ADVERTISING COSTS

Advertising costs are charged to operations in the year incurred and aggregated
$65,000 and $63,000 for the years ended December 31, 2000 and 1999,
respectively.



                        F-15