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 June 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)

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

             318 Park Central East, Suite 306, 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 July 31, 2000,
TravelNow.com Inc. had 10,349,304 shares of common stock outstanding, par value
$0.01 per share.

<PAGE>
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<CAPTION>

                                 PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


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



                                                                        As a Percent of Revenues
                                        Three Months Ended June 30     Three Months Ended June 30
                                       ----------------------------    --------------------------
                                                           1999                         1999
                                           2000        As Restated         2000     As Restated
                                       ------------    ------------       -------   -----------
<S>                                    <C>             <C>                 <C>         <C>
Total Revenues                         $  2,223,888    $    392,900        100.0%      100.0%
Cost of Revenues                          1,625,157         370,466         73.1%       94.3%
                                       ------------    ------------       -------     -------
     Gross Profit                           598,731          22,434         26.9%        5.7%
                                       ------------    ------------       -------     -------

Operating Expenses
     Sales and Marketing                    190,837          29,519          8.6%        7.5%
     General and Administrative           1,823,873         164,867         82.0%       42.0%
     Stock-Based Compensation               163,281         650,000          7.3%      165.4%
                                       ------------    ------------       -------     -------
          Total Operating Expenses        2,177,991         844,386         97.9%      214.9%
                                       ------------    ------------       -------     -------

Income/(Loss) From Operations            (1,579,260)       (821,952)       (71.0%)    (209.2%)

Interest Income                              44,656               0          2.0%        0.0%
                                       ------------    ------------       -------     -------
     Income/(Loss) Before Taxes          (1,534,604)       (821,952)       (69.0%)    (209.2%)

Provision for Income Taxes                        0               0          0.0%        0.0%
                                       ------------    ------------       -------     -------
     Net Income/(Loss)                   (1,534,604)       (821,952)       (69.0%)    (209.2%)

Cumulative Preferred Stock Dividends        (89,508)              0         (4.0%)       0.0%
                                       ------------    ------------       -------     -------
     Net Income/(Loss) Applicable To
     Common Stockholders               ($ 1,624,112)   ($   821,952)       (73.0%)    (209.2%)
                                       ============    ============       =======     =======


Average Number of Shares
Of Common Stock Outstanding*             10,349,304       6,878,033

Net Income/(Loss) Per Share
     Basic                                   ($0.16)         ($0.12)
     Diluted                                 ($0.16)         ($0.12)


*    In the three-month period ended June 30, 2000, 500,000 shares for
     conversion of convertible perferred stock and 875,259 outstanding stock
     options are excluded because they are antidilutive.


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<PAGE>


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




                                                 June 30, 2000    March 31, 2000
ASSETS                                            (Unaudited)
-------------------------------------            -------------    --------------

Cash and Cash Equivalents                          $ 2,064,213      $ 3,654,281
Accounts Receivable                                  1,311,727          729,467
Prepaid Assets                                          83,532          128,273
                                                   -----------      -----------
     Current Assets                                  3,459,472        4,512,021

Property and Equipment - Net                           718,526          420,970
Capitalized Software - Net                             708,611          770,255
                                                   -----------      -----------
     Total Assets                                  $ 4,886,609      $ 5,703,246
                                                   ===========      ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Accounts Payable                                   $ 1,362,747      $ 1,098,071
Accrued Liabilities                                    593,342          279,947
Cumulative Preferred Stock Dividends                   175,316           85,808
Deferred Revenue                                         4,552           14,052
                                                   -----------      -----------
     Current and Total Liabilities                   2,135,957        1,477,878
                                                   -----------      -----------

Redeemable Convertible Preferred Stock               4,326,809        4,340,694

Common Stock                                           103,493          103,493
Additional Paid-In Capital                           1,970,704        1,896,931
Accumulated Deficit                                 (3,650,354)      (2,115,750)
                                                   -----------      -----------
     Stockholders' Deficit                          (1,576,157)        (115,326)
                                                   -----------      -----------

     Total Liabilities and Equity                  $ 4,886,609      $ 5,703,246
                                                   ===========      ===========


<PAGE>
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<CAPTION>


                                            TRAVELNOW.COM INC.
                                    STATEMENT OF STOCKHOLDERS' DEFICIT
                                  THREE MONTH PERIOD ENDED JUNE 30, 2000
                                                (Unaudited)





                                                    COMMON STOCK          ADDITIONAL
                                             -------------------------     PAID-IN      ACCUMULATED    STOCKHOLDERS'
                                               SHARES        AMOUNT        CAPITAL        DEFICIT        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     (1,534,604)    (1,534,604)
      Cumulative Preferred Stock Dividends             0             0       (89,508)             0        (89,508)
      Stock Compensation                               0             0       163,281              0        163,281
                                             -----------   -----------   -----------    -----------    -----------

BALANCE - JUNE 30, 2000                       10,349,304   $   103,493   $ 1,970,704    $(3,650,354)   $(1,576,157)
                                             ===========   ===========   ===========    ===========    ===========




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


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



                                                       Three Months Ended June 30
                                                       --------------------------
                                                                          1999
                                                          2000        As Restated
                                                       -----------    -----------
<S>                                                    <C>            <C>
OPERATING ACTIVITIES:
 Net Loss                                              ($1,534,604)   ($  821,952)
 Adjustments to reconcile net loss to
 net cash used in operating activities:
  Stock-based compensation                                 163,281        650,000
  Depreciation and amortization                            100,002          4,736
  Changes in Operating Assets and Liabilities:
       Accounts receivable                                (582,260)       (66,932)
       Prepaid assets                                       44,741              0
       Accounts payable                                    264,676         91,886
       Accrued liabilities                                 303,895          6,556
                                                       -----------    -----------
 Net Cash Used In Operating Activities                  (1,240,269)      (135,706)
                                                       -----------    -----------

INVESTING ACTIVITIES:
 Acquisition of Property, Equipment
  and Capitalized Software                                (335,914)       (12,672)
                                                       -----------    -----------
 Net Cash Used In Investing Activities                    (335,914)       (12,672)
                                                       -----------    -----------

FINANCING ACTIVITIES:
 Proceeds from capital contributions                             0        199,985
 Proceeds from sale of common stock                              0            180
 Expenses related to sale of preferred stock               (13,885)             0
 Repayments of notes payable to stockholders                     0         (4,000)
 Repayments of notes payable                                     0         (2,700)
                                                       -----------    -----------
 Net Cash Provided By/(Used In) Financing Activities       (13,885)       193,465
                                                       -----------    -----------

Net Increase/(Decrease) In Cash and Cash Equivalents    (1,590,068)        45,087

CASH AND CASH EQUIVALENTS:
 Beginning of Period                                     3,654,281          6,227
                                                       -----------    -----------
 End of Period                                         $ 2,064,213    $    51,314
                                                       ===========    ===========

NON-CASH TRANSACTIONS:
 Cumulative Preferred Stock Dividends                  $    89,508    $         0



</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. The preferred stock accrues dividends
     at 8% per annum until the stock is converted to common stock or redeemed.
     As of June 30, 2000, approximately $175,000 was accrued for such dividends.
     The preferred stock has similar voting rights to common stock and senior
     preference on dividends and liquidating assets compared to common stock.

     The Class A Convertible Preferred Stock automatically converts into shares
     of the our common stock immediately upon the fulfillment of both of the
     following conditions: (1) the effectiveness of a report filed by the
     Company with the Securities and Exchange Commission covering an amount of
     the common stock sufficient to allow for the sale of all common stock
     issuable upon conversion of all then outstanding shares of Class A
     Convertible Preferred Stock; and (2) the listing of the common stock of the
     Company on either the Nasdaq SmallCap Market or the Nasdaq National Market
     System. Both of these conditions have been met as noted below.


<PAGE>

     Our stock was approved for listing on the Nasdaq SmallCap Market effective
     May 25, 2000. The Securities and Exchange Commission declared our 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
     conversion of 500,000 shares is automatic. The holders of the preferred
     stock also have the option of receiving accrued preferred dividends in cash
     or in stock at a price of $9.00 per share.

     In connection with the sale of preferred stock, we incurred certain
     professional fees through June 30, 2000 at a cost of approximately
     $173,000. We expect to incur additional professional fees related to the
     sale of the preferred stock subsequent to June 30, 2000 of approximately
     $62,000.

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.

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 months ended June 30, 2000, $163,281 in stock-based compensation
     cost was 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.

     In accordance with the terms of our Omnibus Stock Incentive Plan,
     management plans to submit for approval to the Company's Stock Option
     Committee of the Board of Directors, requests for the issuance of stock
     grants for approximately 27,000 shares to one employee, our public and
     investors relations firm, and outside consultants for services rendered
     principally subsequent to March 31, 2000.

     On June 7, 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 by the employees' annual salary. This resulted in stock options for
     the purchase of approximately 285,000 shares being granted that are
     currently outstanding, which have a contractual life of three years and 90
     days and vest in equal amounts over three years. No compensation expense
     has been recognized for these options in our financial statements because
     the options had no "intrinsic" value at the grant date.

     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 months ended June 30, 2000, would have been $251,056. The effect on
     net loss would have been an increase of $87,775. The effect on loss per
     share would have been an increase of $0.01 per share to $0.17 per share.

<PAGE>


     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 10,349,304
     TravelNow common shares outstanding as of December 31, 1999.

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 month period ending June 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.



                                             Three Months Ended 6/30/1999
                                      -----------------------------------------
                                          As         Previously      Increase/
Statements of Operations Data          Restated       Reported      (Decrease)
------------------------------------  -----------    -----------    -----------

Total Revenues                        $   392,900    $   381,449    $    11,451
Cost of Revenues                          370,466        284,214         86,252
                                      -----------    -----------    -----------
     Gross Profit                          22,434         97,235        (74,801)
                                      -----------    -----------    -----------

Operating Expenses
     Sales and Marketing                   29,519         29,519              0
     General and Administrative           164,867        164,867              0
     Stock-Based Compensation             650,000        650,000              0
                                      -----------    -----------    -----------
          Total Operating Expenses        844,386        844,386              0
                                      -----------    -----------    -----------

Income/(Loss) Before Taxes               (821,952)      (747,151)       (74,801)
Provision for Income Taxes                      0              0              0
                                      -----------    -----------    -----------
     Net Income/(Loss)                ($  821,952)   ($  747,151)   ($   74,801)
                                      ===========    ===========    ===========

Average Number of Shares
Of Common Stock Outstanding             6,878,033      6,878,033              0

Net Income/(Loss) Per Share
     Basic                            ($     0.12)   ($     0.11)   ($     0.01)
     Diluted                          ($     0.12)   ($     0.11)   ($     0.01)


<PAGE>


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

Cash and Cash Equivalents                  $  51,314     $  51,314    $       0
Accounts Receivable                          173,494       173,494            0
                                           ---------     ---------    ---------
     Current Assets                          224,808       224,808            0

Property and Equipment - Net                  54,281        54,281            0
                                           ---------     ---------    ---------
     Total Assets                          $ 279,089     $ 279,089    $       0
                                           =========     =========    =========


Accounts Payable                           $ 174,952     $ 100,151    $  74,801
Accrued Liabilities                           51,152        51,152
Notes Payable                                 61,838        61,838            0
                                           ---------     ---------    ---------
     Current and Total Liabilities           287,942       213,141       74,801

Stockholders' Equity                          (8,853)       65,948      (74,801)
                                           ---------     ---------    ---------
     Total Liabilities and Equity          $ 279,089     $ 279,089    $       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 June 30, 2000 were
$2,223,888, which was nearly 5.7 times the $392,900 of revenues for three-month
period ended June 30, 1999. Net loss for the quarter ended June 30, 2000 was


<PAGE>


$1,534,604, due in part to $163,281 of non-cash charges for stock-based
compensation and $267,000 of severance charges related to a former officer and
director of the Company. The stock-based compensation was for employee stock
options granted in 1999. In the quarter ended June 30, 1999, net loss was
$821,952, which included non-cash stock-based compensation of $650,000 for a
stock bonus paid to certain employees in May 1999.

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 2,700 per week during the three-months ending June 30, 1999, to an
average of approximately 9,500 per week during the three months ended June 30,
2000. Confirmed hotel bookings for the month of July 2000 averaged over 12,000
per week. Much of this 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 3,500 confirmed reservations per week during the month of July
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 5% of
our revenues in the quarter ended June 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 decreased from 94.3% to 73.1%
in the three-month periods ended June 30, 1999 and 2000, respectively. This
change in the cost of revenue as a percent of revenue was due principally to the
growth of total revenues without corresponding increases in the elements of cost
of revenues such as payroll for technical and customer service personnel. One
factor which moved in the other direction was commission payments to affiliates.
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. Taken
together, the shift in the mix of business to a greater proportion generated by
affiliates and the expansion of our cost structure increased the cost of
revenues to 94.3% of revenues in the quarter ended June 30, 1999 from lower
levels in previous quarters. This ratio then declined to 51.9% in the September
1999 quarter and to 63.8% in the December 1999 quarter as the anticipated growth
in revenues was realized. During the fourth quarter ended March 31, 2000,
additional staff expansion increased the cost of revenue percentage again to
74.0%.

     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 8.6% and 7.5% of revenues in the
three-month periods ended June 30, 2000 and 1999, respectively. We have
increased our staff in this area to generate additional revenue growth.

     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 $164,867 in the three-month
period ended June 30, 1999, to $1,823,873 in the three-month period ended June
30, 2000. As a percent of revenues, general and administrative expenses
increased from 42.0% to 82.0%.

     These increases in general and administrative expense, both on an absolute
and a percent of revenue basis, in the quarter ended June 30, 2000 relative to
the comparable quarter 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,
par value $0.01 per share. 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.

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. The preferred shares, plus any unpaid and accrued dividends, are
convertible on a share-for-share basis into our common stock subsequent to an
effective registration of such common stock and the listing of our common stock
on the Nasdaq SmallCap Market. TravelNow's common stock was listed on the Nasdaq
SmallCap Market effective May 25, 2000. Our SB-2 registration statement filed
with the SEC on August 4, 2000 (described below) was declared effective by the
SEC as of August 9, 2000.


<PAGE>


     Through the SB-2, we registered 527,000 shares of common stock, an amount
we believe is sufficient to convert all outstanding preferred shares and shares
representing any unpaid and accrued dividends the selling security holders elect
to convert into shares of common stock. Therefore, assuming conversion of the
527,000 shares, our outstanding unrestricted shares will increase from 2,572,502
to 3,099,502 and total common shares outstanding will increase from 10,349,304
to 10,876,304. The proceeds from this sale of stock will continue to be used for
working capital and other corporate purposes as we expand our operations and
prepare for the anticipated growth in our web-based travel services.

     The $4.5 million sale of convertible preferred stock has been included in
our financial statements net of $173,191 of expenses related to the sale,
including the registration of common stock, through June 30, 2000. Additional
expenses to complete the registration of the common stock and to issue the
initial prospectus are expected to be approximately $62,000. The pro forma
balance sheet impact of the conversion of our preferred stock into our common
stock is shown on the following table, excluding the expected additional
expenses of $62,000.

<TABLE>
<CAPTION>

                                                        Conversion
                                          6/30/2000    Of Preferred     Pro Forma
ASSETS                                   As Reported       Stock        6/30/2000
                                         -----------    -----------    -----------
<S>                                      <C>            <C>            <C>
Cash and Cash Equivalents                $ 2,064,213    $         0    $ 2,064,213
Other Assets                               2,822,396              0      2,822,396
                                         -----------    -----------    -----------
     Total Assets                          4,886,609              0      4,886,609
                                         ===========    ===========    ===========

LIABILITIES AND
STOCKHOLDERS' EQUITY

Total Liabilities                        $ 2,135,957    $         0    $ 2,135,957
Redeemable Convertible Preferred Stock     4,326,809     (4,326,809)             0
Stockholders' Equity/(Deficit)            (1,576,157)     4,326,809      2,750,652
                                         -----------    -----------    -----------
     Total Liabilities and Equity        $ 4,886,609    $         0    $ 4,886,609
                                         ===========    ===========    ===========
</TABLE>


     The conversion of the preferred stock into common stock increases
Stockholders' Equity to $2,750,652 from a deficit of $1,576,157. This conversion
is automatic upon the satisfaction of two conditions listed above, both of which
have been met.

     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 $1,534,604 for the three months ended June 30, 2000.
Non-cash charges of $163,281 for stock-based compensation and $267,000 of
severance expense were included in this loss. Net cash used in operating
activities was $1,240,269.


<PAGE>


     Cash used in investing activities during the three-month period ended June
30, 2000, was $335,914. This amount included $360,263 for the acquisition of
property and equipment and a $24,349 net credit in capitalized software.

     During the quarter, the only financing activity was $13,885 of expense
related to the sale and registration of convertible preferred stock.

     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.

     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

     The material set forth in Registrant's Form 8-K filed on January 28, 2000
is responsive to this Item No. 2 and is incorporated herein by this reference.

Item 3. Defaults upon Senior Securities

     None.

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

     No matters were submitted to a vote of Security Holders of Registrant
during the period covered by this report.

Item 5. Other Information

     (a)  On August 9, 2000, the Company's Registration Statement on Form SB-2/A
          became effective for resales by certain minority shareholders.


<PAGE>


     (b)  Certain individual holders of TravelNow's capital stock entered into a
          Standstill Agreement (the "Agreement") with the Company. On July 31,
          2000, all parties to the Agreement had executed the Agreement, which
          is effective as of July 13, 2000. The Agreement provides that such
          individual holders shall not transfer or sell their shares of common
          stock, except in privately negotiated transactions, for a period of
          one year, beginning on the effective date of the Agreement. The
          individual holders, however, may pledge or encumber up to thirty
          percent (30%) of their shares of common stock during such one year
          period. This Agreement affects approximately 7,300,000 shares of
          TravelNow's common stock.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

Exhibit
Number         Document Name and Location
------         --------------------------
  2.0          Plan of acquisition, reorganization, arrangement, liquidation or
               succession.
  2.1(b)       Agreement and Plan of Reorganization by and between Sentry
               Accounting, Inc. and TravelNow.com Inc., dated July 23, 1999,
               incorporated by reference to Exhibit 2.01 to Form 8-K, filed
               August 11, 1999.
  3.0          Articles and Bylaws.
  3.1(a)       Articles of Incorporation filed June 27, 1996.
  3.2(a)       Articles of Amendment to the Articles of Incorporation filed
               November 25, 1996.
  3.3(b)       Articles of Amendment to the Articles of Incorporation filed July
               27, 1996.
  3.4(d)       Articles of Amendment to the Articles of Incorporation filed
               January 5, 2000.
  3.5(d)       Articles of Amendment to the Articles of Incorporation filed
               January 11, 2000.
  3.6(a)       Bylaws of the Company as in effect on August 13, 1999.
  3.7(c)       Amendment to Bylaws of the Company on October 4, 1999.
  3.8(e)       Amended and Restated Bylaws of the Company, adopted May 3, 2000.
  4.0          Instruments defining the rights of security holders including
               indentures.
  4.1(c)       Form of the Company's common stock certificate.
  4.2(d)       Articles of Amendment to the Articles of Incorporation filed
               January 11, 2000.
 10            Material Contracts.
 10.1(c)       Employment Agreement between the Company and John Christopher
               Noble, approved October 4, 1999, effective July 27, 1999.
 10.2(e)       Amended Employment Agreement between the Company and John
               Christopher Noble, approved December 30,1999, effective January
               1, 2000.
 10.3(c)       Employment Agreement between the Company and Jeffery Alan Wasson,
               approved October 4, 1999, effective July 27, 1999.
 10.4(e)       Amended Employment Agreement between the Company and Jeffery Alan
               Wasson, approved December 30,1999, effective January 1, 2000.
 10.5(c)       Employment Agreement between the Company and Christopher R. Kuhn,
               approved October 4, 1999, effective July 12, 1999.
 10.6(c)       Employment Agreement between the Company and H. Whit Ehrler,
               approved October 4, 1999, effective August 23, 1999.
 10.7(e)       TravelNow.com Inc. 2000 Omnibus Stock Incentive Plan, approved
               May 3, 2000.
 10.8(c)       Stock Option Agreement between the Company and Christopher R.
               Kuhn, approved October 4, 1999, effective.
 10.9(c)       Stock Option Agreement between the Company and H. Whit Ehrler,
               approved October 4, 1999, effective August 23, 1999.
 10.10(c)      Stock Option Agreement between the Company and Craig Dayberry,
               approved October 4, 1999, effective September 23, 1999.
 10.11(c)      Employment Agreement between a former employee of the Company and
               the Company, approved March 31, 1998, contract ending on
               September 30, 1998.


<PAGE>


 10.12(c)      Subscription Agreement between SABRE Inc. and the Company.
 10.13(c)      Agreement by and between THISCO and the Company.
 10.14(c)      Telecommunications Service Agreement between MCI/World.com and
               the Company.
 10.15(c)      Telecommunications Service Agreement between City Utilities of
               Springfield, Springfield, Missouri, and the Company.
 10.16(c)      Office lease between the Company as Lessee and Warren Davis
               Properties II, L.L.C., Lessor, and Addendum thereto dated August
               13, 1998.
 10.17(e)      Office Lease between the Company as Lessee and Warren Davis
               Properties II, L.L.C., Lessor, and Addendum thereto dated March
               7, 2000.
 10.18(d)      TravelNow.com Inc. Class A Convertible Preferred Stock Purchase
               Agreement.
 10.19(e)      Letter Agreement between The Company and Keating Communications,
               Inc. dated March 15, 2000.
 10.20(e)      Letter Agreement between the Company and Scott Wayne dated March
               15, 2000.
 10.21(e)      Letter Agreement between the Company and Michael Bauer dated
               April 11, 2000.
 10.22(f)      Standstill Agreement between the Company and Nineteen holders of
               TravelNow.com Inc.'s common stock dated July 13, 2000.
*10.23         Demand Promissory Note Dated April 17, 2000.
*10.24         Demand Promissory Note Dated April 18, 2000.
*27.1          Financial Data Schedule.

----------

*              Filed herewith.
(a)            Filed as an exhibit to Report on Form 10-SB filed February 5,
               1999.
(b)            Filed as an exhibit to Report on Form 8-K filed August 11, 1999
               (file no. 0-25357).
(c)            Filed as an exhibit to Report on Form 10-KSB filed October 12,
               1999 (file no. 0-25357).
(d)            Filed as an exhibit to Report on Form 8-K filed January 28, 2000
               (file no. 0-25357).
(e)            Filed as an exhibit to Report on Form 10-KSB filed July 14, 2000
               (file no. 0-25357).
(f)            Filed as an exhibit to Registration Statement on Form SB-2/A
               filed August 4, 2000 (file no. 333-96273).


<PAGE>


     (b)  Reports on Form 8-K

          1.   A Current Report on Form 8-K was filed on June 2, 2000, to report
               the resignation of the Co-CEO, as Co-CEO and Director of the
               Company and to announce the election of a new Director to fill
               the newly created vacancy.


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: August 14, 2000
                                               TRAVELNOW.COM INC.

                                               By: /s/ Jeffrey A. Wasson
                                               -------------------------
                                               Jeffrey A. Wasson
                                               Chief Executive Officer
                                               Date: August 14, 2000


                                               By: /s/ H. Whit Ehrler
                                               ----------------------
                                               H. Whit Ehrler
                                               Vice President & CFO
                                               Date: August 14, 2000