U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                For the Quarterly Period Ended September 30, 2000

     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF
                                      1934

         For the transition period from _____________ to _______________

                           Commission File No. 0-25357


                               TRAVELNOW.COM INC.
                               ------------------
                 (Name of Small Business Issuer in Its Charter)


              Delaware                                59-3391244
              --------                                ----------
  (State of Other Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)


             318 Park Central East, Suite 418, Springfield, MO 65806
             -------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)


                                 (417) 864-3600
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 ___

State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: As of October 31, 2000,
TravelNow.com Inc. had 10,872,909 shares of common stock outstanding, par value
$0.01 per share, excluding 54,503 shares granted for professional services which
have not been issued.


<PAGE>
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<CAPTION>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                                       TRAVELNOW.COM INC.
                               CONDENSED STATEMENTS OF OPERATIONS
                  THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
                                           (Unaudited)



                                       Three Months Ended Sept. 30     Six Months Ended Sept. 30
                                       ----------------------------   ----------------------------
                                                          1999                            1999
                                           2000        As Restated         2000        As Restated
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>
Total Revenues                         $  2,995,340    $  1,052,159    $  5,219,228    $  1,445,059
Cost of Revenues                          1,816,984         545,798       3,442,141         916,264
                                       ------------    ------------    ------------    ------------
     Gross Profit                         1,178,356         506,361       1,777,087         528,795
                                       ------------    ------------    ------------    ------------

Operating Expenses
     Sales and Marketing                    234,920          34,647         425,757          64,166
     General and Administrative           1,294,652         431,298       3,118,525         596,165
     Stock-Based Compensation               163,281          79,254         326,562         729,254
                                       ------------    ------------    ------------    ------------
          Total Operating Expenses        1,692,853         545,199       3,870,844       1,389,585
                                       ------------    ------------    ------------    ------------



Income/(Loss) From Operations              (514,497)        (38,838)     (2,093,757)       (860,790)

Interest Income                              30,182               0          74,838               0
                                       ------------    ------------    ------------    ------------
     Income/(Loss) Before Taxes            (484,315)        (38,838)     (2,018,919)       (860,790)


Provision for Income Taxes                        0               0               0               0
                                       ------------    ------------    ------------    ------------
     Net Income/(Loss)                     (484,315)        (38,838)     (2,018,919)       (860,790)

Cumulative Preferred Stock Dividends        (37,143)              0        (126,651)              0
                                       ------------    ------------    ------------    ------------
     Net Income/(Loss) Applicable To
     Common Stockholders               ($   521,458)   ($    38,838)   ($ 2,145,570)   ($   860,790)
                                       ============    ============    ============    ============


Average Number of Shares
Of Common Stock Outstanding*             10,698,374       9,465,052      10,523,839       8,171,543


Net Income/(Loss) Per Share Net
     Basic                             ($      0.05)   ($      0.00)   ($      0.20)   ($      0.11)
     Diluted                           ($      0.05)   ($      0.00)   ($      0.20)   ($      0.11)



*In the three and six-month periods ended September 30, 2000, 919,840
  outstanding stock options are excluded because they are antidilutive.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                       TRAVELNOW.COM INC.
                                   OPERATING STATEMENT RATIOS
                  THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
                                           (Unaudited)




                                        Three Months Ended Sept. 30    Six Months Ended Sept. 30
                                        ---------------------------   --------------------------
                                                           1999                         1999
As a Percent of Total Revenues               2000      As Restated        2000       As Restated
---------------------------------------  ------------  ------------   ------------  ------------

<S>                                      <C>           <C>            <C>           <C>
Total Revenues                                100.0%        100.0%         100.0%        100.0%
Cost of Revenues                               60.7%         51.9%          66.0%         63.4%
                                         ------------  ------------   ------------  ------------
     Gross Profit                              39.3%         48.1%          34.0%         36.6%
                                         ------------  ------------   ------------  ------------

Operating Expenses
     Sales and Marketing                        7.8%          3.3%           8.2%          4.4%
     General and Administrative                43.2%         41.0%          59.8%         41.3%
     Stock-Based Compensation                   5.5%          7.5%           6.3%         50.5%
                                         ------------  ------------   ------------  ------------
          Total Operating Expenses             56.5%         51.8%          74.2%         96.2%
                                         ------------  ------------   ------------  ------------

Income/(Loss) From Operations                 (17.2%)        (3.7%)        (40.1%)       (59.6%)

Interest Income                                 1.0%          0.0%           1.4%          0.0%
                                         ------------  ------------   ------------  ------------
     Income/(Loss) Before Taxes               (16.2%)        (3.7%)        (38.7%)       (59.6%)

Provision for Income Taxes                      0.0%          0.0%           0.0%          0.0%
                                         ------------  ------------   ------------  ------------
     Net Income/(Loss)                        (16.2%)        (3.7%)        (38.7%)       (59.6%)

Cumulative Preferred Stock Dividends           (1.2%)         0.0%          (2.4%)         0.0%
                                         ------------  ------------   ------------  ------------
     Net Income/(Loss) Applicable To
     Common Stockholders                      (17.4%)        (3.7%)        (41.1%)       (59.6%)
                                         ============  ============   ============  ============







</TABLE>
<PAGE>

                               TRAVELNOW.COM INC.
                            CONDENSED BALANCE SHEETS
                         SEPTEMBER 30 AND MARCH 31, 2000



                                                 Sept. 30, 2000       March 31,
ASSETS                                             (Unaudited)          2000
----------------------------------                 -----------      -----------

Cash and Cash Equivalents                          $ 1,372,297      $ 3,654,281
Accounts Receivable                                  1,415,356          729,467
Other Current Assets                                   162,439          128,273
                                                   -----------      -----------
     Current Assets                                  2,950,092        4,512,021

Property and Equipment - Net                           799,000          420,970
Capitalized Software - Net                             671,315          770,255
                                                   -----------      -----------
     Total Assets                                  $ 4,420,407      $ 5,703,246
                                                   ===========      ===========


LIABILITIES AND
STOCKHOLDERS' EQUITY/(DEFICIT)
----------------------------------

Accounts Payable                                   $ 1,240,269      $ 1,098,071
Accrued Liabilities                                    598,028          279,947
Cumulative Preferred Stock Dividends                         0           85,808
Deferred Revenue                                         4,552           14,052
                                                   -----------      -----------
     Current and Total Liabilities                   1,842,849        1,477,878
                                                   -----------      -----------

Redeemable Convertible Preferred Stock                       0        4,340,694

Common Stock                                           108,729          103,493
Additional Paid-In Capital                           6,603,498        1,896,931
Accumulated Deficit                                 (4,134,669)      (2,115,750)
                                                   -----------      -----------
     Stockholders' Equity/(Deficit)                  2,577,558         (115,326)
                                                   -----------      -----------

     Total Liabilities and Equity                  $ 4,420,407      $ 5,703,246
                                                   ===========      ===========




<PAGE>
<TABLE>
<CAPTION>


                                              TRAVELNOW.COM INC.
                                  STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
                                   SIX MONTH PERIOD ENDED SEPTEMBER 30, 2000
                                                  (Unaudited)





                                                  COMMON STOCK           ADDITIONAL
                                            -------------------------     PAID-IN      ACCUMULATED   STOCKHOLDERS'
                                              SHARES        AMOUNT        CAPITAL        DEFICIT    EQUITY/(DEFICIT)
                                            -----------   -----------   -----------    -----------  ----------------

<S>                                          <C>          <C>           <C>            <C>            <C>
BALANCE - MARCH 31, 2000                     10,349,304   $   103,493   $ 1,896,931    ($2,115,750)   ($  115,326)

     Net Loss                                         0             0             0     (2,018,919)    (2,018,919)
     Cumulative Preferred Stock Dividends             0             0      (126,651)             0       (126,651)
     Conversion of Preferred Dividends           23,605           236       212,208              0        212,444
     Stock Compensation                               0             0       326,562              0        326,562
     Conversion of Preferred Stock              500,000         5,000     4,294,448              0      4,299,448
                                            -----------   -----------   -----------    -----------    -----------

BALANCE - SEPTEMBER 30, 2000                 10,872,909   $   108,729   $ 6,603,498    ($4,134,669)   $ 2,577,558
                                            ===========   ===========   ===========    ===========    ===========








</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                  TRAVELNOW.COM INC.
                          CONDENSED STATEMENTS OF CASH FLOWS
                  SIX MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
                                      (Unaudited)



                                                           Six Months Ended Sept. 30
                                                           --------------------------
                                                                              1999
                                                               2000       As Restated
                                                           -----------    -----------
<S>                                                        <C>            <C>
OPERATING ACTIVITIES:
     Net Loss                                              ($2,018,919)   ($  860,790)
     Adjustments to reconcile net loss to
     net cash used in operating activities:
          Stock-based compensation                             326,562        729,254
          Depreciation and amortization                        208,276          9,472
          Changes in Operating Assets and Liabilities:
               Accounts receivable                            (685,889)      (355,960)
               Other current assets                            (34,166)             0
               Accounts payable                                142,198        330,424
               Accrued liabilities                             308,581         68,661
                                                           -----------    -----------
     Net Cash Used In Operating Activities                  (1,753,357)       (78,939)
                                                           -----------    -----------

INVESTING ACTIVITIES:
     Acquisition of Property, Equipment
          and Capitalized Software                            (487,366)       (81,974)
     Investment In Nippon TravelNow, K.K                             0        (42,468)
                                                           -----------    -----------
     Net Cash Used In Investing Activities                    (487,366)      (124,442)
                                                           -----------    -----------

FINANCING ACTIVITIES:
     Proceeds from capital contributions                             0        499,985
     Proceeds from sale of common stock                              0            180
     Expenses related to sale of preferred stock               (41,246)             0
     Preferred stock dividends paid in cash                        (15)             0
     Repayments of notes payable to stockholders                     0        (10,000)
     Repayments of notes payable                                     0        (58,538)
                                                           -----------    -----------
     Net Cash Provided By/(Used In) Financing Activities       (41,261)       431,627
                                                           -----------    -----------

Net Increase/(Decrease) In Cash and Cash Equivalents        (2,281,984)       228,246

CASH AND CASH EQUIVALENTS:
     Beginning of Period                                     3,654,281          6,227
                                                           -----------    -----------
     End of Period                                         $ 1,372,297    $   234,473
                                                           ===========    ===========

NON-CASH TRANSACTIONS:
     Cumulative Preferred Stock Dividends                  $   126,636    $         0
     Acquisition of Software In Accounts Payable           $         0    $   136,210




</TABLE>
<PAGE>


                               TRAVELNOW.COM INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation

     The accompanying condensed financial statements of TravelNow.com Inc.
     ("TravelNow" or "the Company") are unaudited, but in the opinion of
     management, reflect all adjustments which are necessary for a fair
     presentation of our operating results for the periods shown. These
     statements should be read in conjunction with our Form 10-KSB for the year
     ended March 31, 2000.

2.   Merger with Sentry Accounting, Inc.

     Pursuant to an Agreement and Plan of Reorganization consummated on July 23,
     1999 between TravelNow.com Inc., a Missouri corporation ("TravelNow of
     Missouri"), and Sentry Accounting, Inc., a Florida corporation ("Old
     Sentry"), Old Sentry acquired 100% of the issued and outstanding stock of
     TravelNow of Missouri for 1,475,533 shares of restricted common stock of
     Old Sentry. The stock exchange ratio was one share of Old Sentry stock for
     each 1.97 shares of TravelNow of Missouri stock outstanding.

     The acquisition became effective as of July 27, 1999 and TravelNow of
     Missouri was merged into Old Sentry as of that date. Old Sentry then
     changed its name to TravelNow.com Inc.

     At the time of the merger, 491,000 shares of Old Sentry common stock were
     freely transferable or unrestricted and held by Old Sentry shareholders.
     The total shares outstanding at that point were 1,966,533. On July 28,
     1999, we issued a stock dividend of approximately 4.25 shares for each
     share outstanding, increasing the total shares from 1,966,533 to 10,324,304
     shares issued and outstanding.

     The former shareholders of TravelNow of Missouri received approximately 75%
     of the common shares of the combined entity. TravelNow of Missouri is
     considered the "acquiring" corporation from an accounting standpoint.
     TravelNow's March 31 fiscal year-end was adopted for the combined company.

3.   Restatement of Common Shares Outstanding

     The number of common stock shares outstanding for all periods has been
     restated on an equivalent basis.

4.   Sale of Stock

     On January 5, 2000, we issued 500,000 shares of Class A Convertible
     Preferred Stock at $9.00 per share. These shares of convertible preferred
     stock automatically converted into 500,000 shares of our common stock as of
     August 8, 2000 when the two pre-conditions for such conversion were met.
     First, our stock was approved for listing on the Nasdaq SmallCap Market
     effective May 25, 2000. Second, the Securities and Exchange Commission
     declared our Form SB-2 registration statement covering up to 527,000 common
     shares for conversion of the convertible preferred stock effective as of
     August 9, 2000.

     The Class A Convertible Preferred Stock accrued dividends at 8% per annum
     until the conversion into our common stock. As of August 8, 2000 when the
     conversion was effective, $212,459 had been accrued for such dividends. The
     holders of the convertible preferred stock elected to receive these
     dividends in the form of additional shares of our common stock instead of
     cash. Therefore, all of the convertible preferred stock, plus all accrued
     and unpaid dividends, were converted into a total of 523,605 shares of our
     common stock. In addition, $15 in dividends was paid in cash in lieu of
     fractional shares.


<PAGE>


     In connection with the sale of the convertible preferred stock, we incurred
     certain professional fees related to the sale transaction, the listing of
     our common stock on the Nasdaq Small Cap Market, and the registration of
     common stock for conversion of the convertible preferred stock. Through
     September 30, 2000, these costs have been approximately $200,000. We expect
     to incur additional professional fees to maintain an effective registration
     statement for the 523,605 shares of common stock issued in conjunction with
     this transaction for a period of two years as required by the terms of the
     convertible preferred stock sale. We anticipate that these costs will be
     less than $100,000.

5.   Capitalization of Software Development Costs

     The American Institute of Certified Public Accountants issued Statement of
     Position No. 98-1 ("SOP No. 98-1"), Accounting for the Costs of Computer
     Software Developed or Obtained for Internal Use, which requires that
     certain direct costs associated with such software be capitalized and
     amortized over an appropriate time period. Prior to the effective date of
     SOP 98-1 and the beginning of our most recent fiscal year on April 1, 1999,
     we expensed all costs of computer software developed or acquired for
     internal use.

     During August 1999, we began the development of a second generation
     proprietary software platform for our online reservations systems. This new
     system has been completed at a cost of approximately $746,000, including
     the direct costs of our personnel devoted to the project, outside
     consulting fees and purchased software. These costs are being amortized
     over five years.

6.   Stock Options and Common Stock-Based Compensation

     During the year ended March 31, 2000, we granted options on 530,000 shares
     of TravelNow common stock to three employees. The options have exercise
     prices ranging from $1.50 per share to $65.00 per share and exercise dates
     from July 2000 to August 2004 for 500,000 of the shares and September 2000
     to September 2006 for 30,000 shares.

     We account for stock options on an intrinsic value basis under the
     provisions of APB Opinion No. 25. The 530,000 stock options granted had an
     intrinsic value at the dates of the grants of $1,068,750. Accordingly, for
     the three and six month periods ended September 30, 2000, stock-based
     compensation costs of $163,281 and $326,562, respectively, were recognized
     in our financial statements.

     In addition, a total of 60,000 options are outstanding that were granted to
     two employees and one director. All of these options were granted at prices
     equal to or above fair market value at the dates of grant. As a result,
     these options had no "intrinsic" value at the grant dates and no
     compensation expense has been recognized in our financial statements.

     The Company's Board of Directors has granted approximately 54,053 shares of
     our common stock to one employee, our public and investor relations firm,
     and outside consultants for services rendered principally subsequent to
     March 31, 2000.

     On May 3, 2000, we granted to all current employees of the Company, except
     the CEO, stock options equal to the employees' annual salary. Each employee
     is required to execute a non-compete agreement with the Company prior to
     being awarded these stock options. The number of stock options was
     determined by dividing the closing market price of the Company's common
     stock on May 3, 2000 by the employees' annual salary. This grant and
     subsequent quarterly grants for eligible employees resulted in stock
     options for the purchase of approximately 329,840 shares being granted that
     are currently outstanding. These options have a contractual life of three
     years and 90 days from their respective grant dates and vest in equal
     amounts over three years. No compensation expense has been recognized for
     these options in our financial statements because the options were issued
     at the market value of our common stock as of the grant dates and as a
     result had no "intrinsic" value at those grant dates.


<PAGE>


     Had compensation expense been determined based on the fair value at grant
     dates, as prescribed in SFAS No. 123, our stock-based compensation for the
     three and six month periods ended September 30, 2000, would have been
     $363,956 and $615,012, respectively. The effect on our net loss would have
     been an increase of $200,675 and $288,450 in the three and six month
     periods ended September 30, 2000, respectively. Loss per share for the
     three and six month periods would have increased by $0.02 and $0.03,
     respectively.

     Separately, on May 18, 1999, we granted stock bonuses to certain employees.
     Compensation expense of $650,000 was recognized in our statement of
     operations for the twelve-month period ended March 31, 2000. These bonuses
     were initially reported in our Form 10-KSB filed on October 12, 1999 as
     650,000 shares of common stock, restated for events through June 30, 1999.
     Subsequent to the merger with Old Sentry and the 4.25 to 1.0 stock dividend
     described above, the bonuses represent 1,732,233 shares of the 10,872,909
     TravelNow common shares outstanding as of September 30, 2000 and October
     31, 2000.

7.   Income Taxes

     No provision for income taxes has been recorded in our financial
     statements. The Company has predominantly incurred net losses and to date
     we have not received a tax benefit for such losses. In the opinion of
     management, the realizability of our deferred tax assets is sufficiently
     uncertain that a full valuation allowance has been recorded.

8.   Derivative Instruments and Hedging Activities

     The Company is in the process of evaluating the effect, if any, that
     Statement of Accounting Standards No. 133, Accounting for Derivative
     Instruments and Hedging Activities ("SFAS No. 133"), will have on its
     financial position and results of operations.

9.   Restatement of Unaudited Financial Statements

     Subsequent to the issuance of the Company's unaudited financial statements
     for the three and six month periods ending September 30, 1999, management
     has determined that the liability for commission payments to affiliates was
     under accrued. In addition, certain commission revenues from hotels which
     are received through a third party commission processing company were
     previously recognized on a "net" basis, i.e., net of the charges from the
     processing company. These charges have been reclassified as an expense and
     the revenue is now recognized on a "gross" basis. This reclassification has
     no effect on income and is immaterial for all previous periods not
     restated. The impact of the restatements and the reclassification are shown
     on the following tables.

     Management has also determined that stock-based compensation cost for the
     three and six-month periods ended September 30, 1999 was under accrued. The
     adjustment related to stock options for restricted common stock granted in
     August and September 1999 with exercise prices less than the market price
     of the Company's registered common stock.



<PAGE>


                                              Three Months Ended 9/30/1999
                                       -----------------------------------------
                                           As         Previously     Increase/
Statements of Operations Data           Restated       Reported      (Decrease)
----------------------------------     -----------    -----------   ------------

Total Revenues                         $ 1,052,159    $ 1,023,452   $    28,707
Cost of Revenues                           545,798        511,120        34,678
                                       -----------    -----------   -----------
     Gross Profit                          506,361        512,332        (5,971)
                                       -----------    -----------   -----------

Operating Expenses
     Sales and Marketing                    34,647         34,647             0
     General and Administrative            431,298        431,298             0
     Stock-Based Compensation               79,254              0        79,254
                                       -----------    -----------   -----------
          Total Operating Expenses         545,199        465,945        79,254
                                       -----------    -----------   -----------

Income/(Loss) Before Taxes                 (38,838)        46,387       (85,225)
Provision for Income Taxes                       0              0             0
                                       -----------    -----------   -----------
     Net Income/(Loss)                 ($   38,838)   $    46,387   ($   85,225)
                                       ===========    ===========   ===========

Average Number of Shares
Of Common Stock Outstanding              9,465,052      9,465,052             0

Net Income/(Loss) Per Share
     Basic                             ($    0.004)   $     0.005   ($    0.009)
     Diluted                           ($    0.004)   $     0.005   ($    0.009)



                                              Six Months Ended 9/30/1999
                                      ------------------------------------------
                                          As         Previously      Increase/
Statements of Operations Data          Restated       Reported       (Decrease)
----------------------------------    -----------    -----------    -----------

Total Revenues                        $ 1,445,059    $ 1,404,901    $    40,158
Cost of Revenues                          916,264        795,334        120,930
                                      -----------    -----------    -----------
     Gross Profit                         528,795        609,567        (80,772)
                                      -----------    -----------    -----------

Operating Expenses
     Sales and Marketing                   64,166         64,166              0
     General and Administrative           596,165        596,165              0
     Stock-Based Compensation             729,254        650,000         79,254
                                      -----------    -----------    -----------
          Total Operating Expenses      1,389,585      1,310,331         79,254
                                      -----------    -----------    -----------

Income/(Loss) Before Taxes               (860,790)      (700,764)      (160,026)
Provision for Income Taxes                      0              0              0
                                      -----------    -----------    -----------
     Net Income/(Loss)                ($  860,790)   ($  700,764)   ($  160,026)
                                      ===========    ===========    ===========

Average Number of Shares
Of Common Stock Outstanding             8,171,543      8,171,543              0

Net Income/(Loss) Per Share
     Basic                            ($     0.11)   ($     0.09)   ($     0.02)
     Diluted                          ($     0.11)   ($     0.09)   ($     0.02)



<PAGE>

                                                       September 30, 1999
                                               ---------------------------------
                                                  As      Previously   Increase/
Balance Sheet Data                             Restated    Reported   (Decrease)
----------------------------------             --------    --------   ----------

Cash and Cash Equivalents                      $234,473    $234,473    $      0
Accounts Receivable                             462,522     462,522           0
                                               --------    --------    --------
     Current Assets                             696,995     696,995           0

Property and Equipment - Net                     90,602      90,602           0
Software Under Development                      164,455     164,455
Investment - Nippon TravelNow, K.K               42,468      42,468           0
                                               --------    --------    --------
     Total Assets                              $994,520    $994,520    $      0
                                               ========    ========    ========


Accounts Payable                               $549,700    $468,928    $ 80,772
Accrued Liabilities                             113,257     113,257           0
                                               --------    --------    --------
     Current and Total Liabilities              662,957     582,185      80,772

Stockholders' Equity                            331,563     412,335     (80,772)
                                               --------    --------    --------
     Total Liabilities and Equity              $994,520    $994,520    $      0
                                               ========    ========    ========


Item 2. Management's Discussion and Analysis of Financial Conditions and Results
        of Operations

     The following discussion and analysis should be read in conjunction with
our condensed financial statements and the notes to the statements contained in
this 10-QSB.

Introduction.
-------------

     Our revenues are comprised principally of commissions paid by travel
suppliers related to the online booking of travel reservations for our
customers. Commissions earned are recognized for hotel bookings as of the
customer's departure date, for car rentals as of the return date, and for
airline tickets as of the reservation date, all net of allowances for
cancellations and credit risk. Revenues for advertisements on our web site are
recognized over the period the advertisements are displayed.

     Cost of revenues includes the expenses of operating our travel reservation
systems, web site and customer service operations. It also includes commission
sharing payments to affiliated web sites that generate customer reservations
through the use of the TravelNow reservation systems. These affiliated web sites
have been the primary contributors to our revenue growth. Facilities expense,
depreciation and other indirect items related to the generation of revenue are
included in general and administrative expense.

Results of Operations and Comparison of Operating Results.
----------------------------------------------------------

     Total revenues for the three-month period ended September 30, 2000 were
$2,995,340, which was more than 2.8 times the $1,052,159 of revenues for
three-month period ended September 30, 1999. Net loss for the quarter ended
September 30, 2000 was $484,315, due in part to $163,281 of non-cash charges for
stock-based compensation. The stock-based compensation was for employee stock
options granted in 1999. In the quarter ended September 30, 1999, net loss was
$38,838, which included non-cash stock-based compensation of $79,254.

     Total revenues for the six-month period ended September 30, 2000 were
$5,219,228, which was 3.6 times the $1,445,059 of revenues for the comparable
six-month period of 1999. Net loss for the six-month period ended September 30,
2000 was $2,018,919, which included $326,562 in non-cash charges for stock-based
compensation and $267,000 of severance charges related to a former officer and
director of the Company. Net loss for the comparable six-month period of 1999
was $860,790, which was due substantially to $729,254 in stock-based
compensation charges. These non-cash charges were comprised of $650,000 related
to an employee stock bonus paid on May 18, 1999 and $79,254 related to stock
options granted in 1999.


<PAGE>


Revenues.
---------

     Our principal source of revenue is commissions related to hotel bookings.
The level of confirmed hotel bookings has increased from an average of
approximately 5,400 per week during the three-months ending September 30, 1999,
to an average of approximately 11,000 per week during the three months ended
September 30, 2000. Confirmed hotel bookings for the month of September 2000
declined seasonally to approximately 9,350 per week and then increased to
approximately 10,180 per week during October. Much of the year-over-year growth
is attributable to the expansion of our affiliate program through which
affiliated web sites are dynamically linked to our reservation systems.

     When a hotel booking is confirmed, we do not automatically receive revenue.
However, hotel bookings are an indicator of the anticipated level of customer
hotel stays which ultimately will result in revenues for the Company.

     In January 1999, we implemented our own car reservation system on the
TravelNow web site and began providing links to this system for our affiliates.
Car reservations have grown progressively since January 1999 to an average of
approximately 3,400 confirmed reservations per week during the month of October
2000. Historically, we have outsourced our airline reservations to another
company and commissions from airline bookings have not been a significant
portion of total revenues. In November 1999, we began to introduce our own
airline system on selected web sites. This system accounted for more than 8% of
our revenues in the quarter ended September 30, 2000 and is expected to further
increase our revenues in the future.

Cost of Revenues.
-----------------

     Our cost of revenues as a percent of revenues increased from 51.9% to 60.7%
in the three-month periods ended September 30, 1999 and 2000, respectively. This
change in the cost of revenues as a percent of revenues was due primarily to an
increase in commission payments to affiliated web sites. Beginning in the spring
of 1999, commissions to affiliated web sites were generally increased to 50% of
collected commissions related to those affiliates. Since that time, the number
of affiliates has expanded rapidly and the proportion of our business generated
by these affiliates has increased substantially.

     In addition, our cost of revenue has increased on an absolute basis because
we significantly expanded our personnel and other infrastructure costs to
support the requirements of anticipated revenue growth. In particular, personnel
were added to the software development and customer service staffs.

     In the six-month periods ended September 30, 1999 and 2000, the cost of
revenues as a percent of revenues increased from 63.4% to 66.0%, respectively.
This increase was also the result of higher commission payments to affiliates,
partially offset by reductions in purchases of outside services.

     Although our existing staff and facilities are generally adequate to
support higher levels of revenues, we may further expand our personnel and
facilities to prepare for future growth. As a result, the cost of revenues as a
percent of revenues will fluctuate on a cyclical basis until the anticipated
revenue increases are realized.


<PAGE>


Sales and Marketing Expenses.
-----------------------------

     Sales and marketing expenses include payroll and other costs associated
with developing and managing our affiliate program as well as direct advertising
expenditures. Sales and marketing expenses were 7.8% and 3.3% of revenues in the
three-month periods ended September 30, 2000 and 1999, respectively. We have
increased our staff in this area to generate additional revenue growth. In the
six-month periods ended September 30, 2000 and 1999, sales and marketing
expenses were 8.2% and 4.4% of revenues, respectively.

     We intend to further increase our sales and marketing activities with the
purpose of generating additional revenue growth. Sales and marketing expenses as
a percent of revenues are expected to fluctuate until such additional revenues
are realized.

General and Administrative Expenses.
------------------------------------

     General and administrative costs increased from $431,298 in the three-month
period ended September 30, 1999 to $1,294,652 in the three-month period ended
September 30, 2000. As a percent of revenues, general and administrative
expenses increased from 41.0% to 43.2%. In the six-month periods ended September
30, 1999 and 2000, general and administrative expenses increased as a percent of
revenues from 41.3% to 59.8%, respectively, and increased from $596,165 to
$3,118,525.

     These increases in general and administrative expense, both on an absolute
and a percent of revenues basis, in the six-month period ended September 30,
2000 relative to the comparable six months of the prior year are due to three
primary factors: (1) expansion of staff and other activities (principally travel
related) to support our growth, (2) professional fees associated with becoming a
public company, and, (3) the $267,000 of severance costs mentioned above. In
particular, we have incurred substantial audit, accounting and legal fees
related to corporate matters and transactions. We have also invested in
professional services pursuant to the development of strategic initiatives in
Europe and other international markets. We expect professional fees to decline
as a percent of revenue during the remaining quarters of the fiscal year ending
March 31, 2001.

     Fluctuations in general and administrative expenses as a percent of
revenues can be expected to continue as we expand our staff to generate and
support higher levels of revenues even though an overall declining trend is
anticipated.

Commitments.
------------

     On March 15, 2000, we entered into a consulting agreement for certain
public relations services in exchange for consideration totaling $180,000. Half
of such consideration is to be paid with restricted shares of our common stock.
For purposes of determining the number of shares to be issued, the last quoted
sale price of our common shares on March 30, 2000, was used. As of the date of
this report, no shares have been issued pursuant to such agreement.

     On March 21, 2000, we entered into a consulting agreement for certain
consulting services in exchange for 2,000 restricted shares of our common stock.
As of the date of this report, no shares have been issued pursuant to such
agreement.

     Beginning June 1, 2000, we engaged the services of a consulting
organization for certain investor relation services in exchange for 10,000
shares of our restricted common stock and the payment of $8,000 per month. As of
the date of this report, no shares have been issued pursuant to this
arrangement.

     In September 2000, we engaged the services of a second investor relations
organization in exchange for the sale of 30,000 shares of our restricted common
stock at a $0.01 per share and the issuance of a total of 50,000 warrants to
purchase an equal number of our restricted shares. One-half of the warrants are
exercisable at a price of $12.50 and one-half are exercisable at a price of
$15.00. These warrants expire on December 31, 2001.


<PAGE>


     Pursuant to an agreement with a marketing consulting company we will issue
a total of 6,000 shares of our restricted common stock upon the completion of
services related to corporate identification and marketing in partial payment
for those services. As of the date of this report, no shares have been issued
pursuant to this agreement.

Liquidity and Capital Resources.
--------------------------------

     On January 5, 2000, we sold 500,000 new restricted convertible preferred
shares of stock to an institutional investor at $9.00 per share for a total of
$4.5 million. These convertible preferred shares earned dividends at a rate of
8.0% per annum. The convertible preferred stock and all accrued and unpaid
dividends were converted into 523,605 shares of our common stock on August 8,
2000 pursuant to the terms of the convertible preferred stock. After the
conversion, $15 in dividends was paid in cash in lieu of fractional shares. The
conversion into common stock was automatic when two pre-conditions were met: (1)
the listing of our common stock on the Nasdaq SmallCap Market (which became
effective on May 25, 2000), and (2) a Securities and Exchange Commission
declaration of an effective Form SB-2 registration statement covering the common
shares for conversion (which occurred on August 9, 2000).

     The $4.5 million sale of convertible preferred stock has been included in
our financial statements as of September 30, 2000 net of approximately $200,000
of expenses related to the sale, our Nasdaq SmallCap Market listing, and the
registration of the common stock for conversion of the preferred shares.
Additional expenses to maintain the registration of the common shares for a
period of two years as required by the terms of the preferred stock sale are
expected to be less than $100,000.

     Effective March 27, 2000, our common and preferred stock was changed from
no par value to $0.01 par value per share. This change had no effect on total
Stockholders' Equity.

     We had a net loss of $484,315 for the three months ended September 30,
2000. Non-cash charges of $163,281 for stock-based compensation were included in
this loss. Our net loss for the six months ended September 30, 2000 was
$2,018,919, including $326,562 of non-cash charges for stock-based compensation
and $267,000 of severance expense. Net cash used in operating activities for the
six month period ended September 30, 2000 was $1,753,357. Of this amount,
$1,240,269 was used in operating activities during the three months ended June
30, 2000 and $513,088 was used in operating activities during the three months
ended September 30, 2000.

     Cash used in investing activities during the six-month period ended
September 30, 2000, was $487,366. This amount included $511,715 for the
acquisition of property and equipment and a $24,349 net credit in capitalized
software.

     During the six months, the only financing activities were $41,246 of
expense related to the sale and registration of preferred stock and $15 of
preferred stock dividends paid in cash.

     We believe that our current cash resources in combination with the
anticipated levels of operating revenues are sufficient to meet our cash
requirements in the foreseeable future. Nevertheless, additional financing will
probably be required to fund our longer-term growth. There is no assurance that
such capital will be available to us at that time in sufficient amounts or on
acceptable terms. We do not have any specific plans to raise additional debt or
equity capital.


<PAGE>


     The infusion of nearly $5.1 million in capital into TravelNow during 1999
and 2000 from the sale of common and preferred stock and from capital
contributions has provided us with the funds to pursue our strategy of continued
technical development, product line expansion and customer growth. During the
fiscal year ending March 31, 2001, we have plans to make additional investments
to implement our strategy. However, the rate of investment spending on software
development will decline because the underlying platform of our new reservation
system has been completed and is in service. We are evaluating international
market opportunities and will continue to invest in market growth as well as
enhanced capabilities and capacities. Since many of these expenses will be
incurred in advance of the anticipated revenue growth, management is projecting
that we will operate at a net loss during fiscal year 2001.

Other Items.
------------

     Except for historical information contained herein, certain of the matters
discussed above are forward-looking statements. These statements are based on
assumptions about a number of important factors and involve risks and
uncertainties that could cause actual results to be different from what is
stated herein. These risk factors include: dependence on key personnel, lack of
commission payments, system failure, reliance on internally developed systems
and other risks and uncertainties.



                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

     Certain individual holders of the Company's stock entered into a Standstill
Agreement with the Company, effective July 13, 2000 (the "Agreement"). In
previous Securities and Exchange Commission filings, the Company incorrectly
indicated that a certain individual was a party to the Agreement. In this Form
10-QSB, the Agreement, attached hereto as Exhibit 10.2, correctly reflects the
individuals who have executed the Agreement.

Item 3. Defaults upon Senior Securities

None.

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

On September 26, 2000, the Company held its annual shareholders meeting, at
which there were four proposals presented for voting. The first proposal was the
election of directors. All five of the Company's directors were up for
re-election. Incumbent directors Jeffrey A. Wasson, H. Whit Ehrler, Bill Perkin,
Jerry Rutherford and Antoine Toffa were elected to serve as directors of the
Company until the 2001 annual meeting. Each director had 6,181,111 votes for
re-election, no votes against and no abstentions. The second proposal was the
ratification of Deloitte & Touche, LLP as the Company's independent auditors.
The proposal received 6,179,594 votes for, 250 votes against and 2,667
abstentions. The third proposal, the ratification of the Company's 2000 Omnibus
Stock Incentive Plan, received 5,866,577 votes for, 312,117 votes against and
3,817 abstentions. The fourth and final proposal presented was the approval of
the change of the Company's state of incorporation from Florida to Delaware, by
merging with and into a Delaware corporation, which was a wholly-owned
subsidiary of the Company. This proposal received 6,177,739 votes for, 1,905
votes against and 2,867 abstentions.

<PAGE>


Item 5. Other Information

     On March 15, 2000, we entered into a consulting agreement for certain
public relations services in exchange for consideration totaling $180,000. Half
of such consideration is to be paid with restricted shares of our common stock.
For purposes of determining the number of shares to be issued, the last quoted
sale price of our common shares on March 30, 2000, was used. As of the date of
this report, no shares have been issued pursuant to such agreement.

     On March 21, 2000, we entered into a consulting agreement for certain
consulting services in exchange for 2,000 restricted shares of our common stock.
As of the date of this report, no shares have been issued pursuant to such
agreement.

     Beginning June 1, 2000, we engaged the services of a consulting
organization for certain investor relation services in exchange for 10,000
shares of our restricted common stock and the payment of $8,000 per month. As of
the date of this report, no shares have been issued pursuant to this
arrangement.

     In September 2000, we engaged the services of a second investor relations
organization in exchange for the sale of 30,000 shares of our restricted common
stock at $0.01 per share and the issuance of a total of 50,000 warrants to
purchase an equal number of our restricted shares. One-half of the warrants are
exercisable at a price of $12.50 and one-half are exercisable at a price of
$15.00. These warrants expire on December 31, 2001. As of the date of this
report, no shares have been issued pursuant to such arrangement.

     Pursuant to an agreement with a marketing consulting company we will issue
a total of 6,000 shares of our restricted common stock in partial payment for
the completion of services related to corporate identification and marketing. As
of the date of this report, no shares have been issued pursuant to this
agreement.

     All of the above transactions were made pursuant to an exemption from the
registration requirement of the Securities Act of 1933, as amended (the "Act"),
found in Section 4(2). All of the recipients, for purposes of the exemption
provided by Section 4(2) of the Act, had adequate access to the information
necessary to evaluate the risks attendant to acquiring those shares and
represented that they would acquire the securities for investment only and not
with a view to or for sale in connection with any distribution thereof; as
reflected by appropriate legends that will be affixed to the securities issued
in such transactions.

Item 6. Exhibits and Reports on Form 8-K

       (a)  Exhibits


<PAGE>


Exhibit
Number      Document Name and Location
------      --------------------------

  2.0       Plan of acquisition, reorganization, arrangement, liquidation or
            succession.
  2.1       Agreement and Plan of Merger by and between TravelNow.com Inc., a
            Florida corporation and TravelNow.com Inc., a Delaware corporation,
            dated October 19, 2000.
  3.0       Articles and Bylaws.
  3.1       Certificate of Incorporation filed October 3, 2000.
  3.2       Bylaws of the Company.
  4.0       Instruments defining the rights of security holders including
            indentures.
  4.1       Form of the Company's common stock certificate.
  4.2       Certificate of Incorporation and Bylaws of the Company.
 10         Material Contracts.
 10.1       Employment Agreement between the Company and Michael Bauer dated
            April 11, 2000.
 10.2       Standstill Agreement between the Company and Eighteen holders of
            TravelNow.com Inc.'s common stock dated July 13, 2000.
 27.1       Financial Data Schedule.


     (b)  Reports on Form 8-K

          1.   A current report on Form 8-K was filed on September 15, 2000, to
               report the terms of resignation upon which the Company and John
               Christopher Noble, the former Co-CEO and a director of the
               Company had agreed, as set forth in the Mutual Settlement and
               Termination Agreement, dated August 23, 2000.

          2.   A current report on Form 8-K was filed on November 11, 2000, to
               report the actions taken at the Company's annual shareholders
               meeting and to report the completion of the change of the
               Company's state of incorporation from Florida to Delaware.



<PAGE>


SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: November 14, 2000
                                             TRAVELNOW.COM INC.

                                             By: /s/ Jeffrey A. Wasson
                                             -------------------------

                                             Jeffrey A. Wasson
                                             Chief Executive Officer
                                             Date: November 14, 2000

                                             By: /s/ H. Whit Ehrler
                                             ----------------------

                                             H. Whit Ehrler
                                             Vice President & CFO
                                             Date: November 14, 2000