SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               X       Annual  Report  Pursuant  to  Section  13 or 15(d) of The
                       Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1999
                                       or
             Transitional Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
                        For the transition period from to
                       Commission File Number 033-19522-NY

                               netcruise.com, inc.
                               -------------------
                     (formerly Genisys Reservation Systems,
                                      Inc.)
             (Exact Name of registrant as specified in its charter)

New Jersey                                                22-2719541
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)

2401 Morris Avenue, Union, New Jersey                           07083
(Address of principal executive offices)                      (Zip Code)

Registrantss.s  telephone number, including area code: (908) 810-8767 Securities
registered  pursuant to Section  12(b) of the Act:  NONE  Securities  registered
pursuant to Section 12(g) of the Act:
                    Common Stock, par value $.0001 per share
                           Class A Redeemable Warrants
                           Class B Redeemable Warrants

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [X]

         State Issuers revenues for its most recent fiscal year. $297,199.

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  of the registrant.  The aggregate market value shall be computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock,  as of a specified  date within 60 days prior to the
date of filing.
          $ 17,246,569 as of the close of business on March 27, 1999
<PAGE>
                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Indicate by check mark whether the  registrant  filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                     Yes No


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date. The number of shares
outstanding of the registrant's Common Stock as of March 26, 1999 was 21,161,384
shares.


                       DOCUMENTS INCORPORATED BY REFERENCE

         List hereunder the following documents if incorporated by reference and
the part of the Form 10-K (e.g.,  Part I, Part II, etc.) into which the document
is  incorporated:  (1) any annual report to  security-holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification purposes.


1. Rule 424(b) Prospectus dated March 20, 1997 is incorporated by reference into
Parts I, II and III

         3.1*    Registrant's Articles of Incorporation
         3.2*    Registrant's By-Laws
         4.1*    Form of Common Stock Certificate
         4.2*    Redeemable  Warrant  Agreement  with  Form of  Class A and
                 Class B Warrant
         4.3**   Redeemable  Class X and Class Y Warrant issued to Brian Shuster
                 to purchase up to 200,00 shares of the Company's Common Stock.
         4.4**   Redeemable Class V and Class W  Warrant issued to United
                 Internet Technologies, Inc. to purchase up to 800,00 shares
                 of the Company's Common Stock.
         9.1**   Copy of  Agreement  dated June 30,  1999  between the Company
                 and United  Internet  Technologies,  Inc., formerly  known as
                 United Leisure  Interactive, Inc. relating to the purchase of
                 a technology  license and certain related assets.
         9.2***  Copy of Agreement  dated  November 6, 1998 between the Company
                 and  Corporate  Travel Link,  Inc., a wholly owned subsidiary
                 of the Company,  TranspoNet,  Mark A. Kenny, Paul Murray and
                 Gen 02, Inc.,  relating to the sale of the Genisys Reservation
                 Systems business.
      10.21****  Subscription  Agreement dated March 1, 2000 between the Company
                 and Joseph Perri.
      10.22****  Debt  Conversion  Agreement  dated  March 1, 2000  between  the
                 Company and Joseph Perri.
      10.23****  Agreement for purchase of NetCruise.com, Inc. common stock
                 dated March 1, 2000 between Loeb Holding Corporation, as Agent,
                 and Joseph Perri.
      10.24****  Anti-dilution  option agreement dated March 1, 2000 between the
                 Company and Joseph Perri.
      10.25****  Contingency  Agreement  dated March 1, 2000 between the Company
                 and Joseph Perri.


All of the above referenced documents marked with an (*) are incorporated herein
by  reference  to the  Exhibit  bearing  the  same  number  in the  Registrant's
Registration Statement on Form SB-2, File No. 333-15011.
<PAGE>
All of the  above  referenced  documents  marked  with an (**) are  incorporated
herein by reference to the  Exhibits to the  Company's  Form 8-K dated March 26,
1998.

All of the above  referenced  documents marked with an (***) are incorporated by
reference to the Exhibits to the Registrant's  Form 10-KSB-A for the fiscal year
ended December 31, 1998.

All of the above referenced  documents marked with an (****) are incorporated by
reference to the Exhibits to the Company's Form 8-K dated March 17, 2000.


                                     Part I

Item 1.  Business

History

         Until June 1998,  the  principal  business  activity of the Company has
been the operation of a computerized  limousine  reservation  and payment system
for the business traveler.  The proprietary  software that the Company developed
enables limousine  reservations to be completely  computerized i.e., be entirely
automatic  and  operate  without  human  intervention  except  for  the  initial
inputting of travel information.

         Prior  to the  sale  of the  limousine  reservation  business  and  the
acquisition of the technology license and certain related assets from UIT, which
is discussed  below,  the Company worked with travel agents and corporate travel
departments   by  providing  a  computerized   system  for  securing   limousine
reservations.  The Company had created  its own  computerized  system  which was
linked with the SABRE and Apollo computer  reservation  systems, two of the four
major airline reservation systems. Limousine reservations made through the SABRE
and Apollo  computer  reservation  systems were relayed  instantaneously  to the
Company's  computer  and then to a service  provider of the clients  choice--all
without human intervention--and an immediate limousine reservation is confirmed.

         As of June 30, 1998, the Company,  through NetCruise Interactive,  Inc.
(NetCruise),  entered  into an Asset  Purchase  Agreement  with United  Internet
Technologies  f/k/a  United  Leisure  Interactive,  Inc.,  in which the  Company
acquired a technology  license and certain  related assets from United  Internet
Technology in exchange for 2,000,000 shares of the Companyss.s  Common Stock and
two warrants (Warrants), each entitling the holder to purchase 800,000 shares of
the  Common  Stock  of  the  Company  (the  UIT  Transaction).  One  warrant  is
exercisable  for 800,000 shares at $2.50 per share and may be exercised  between
April 1, 2002 and June 30, 2002, but only if NetCruise achieves profits equal to
or exceeding  $5,000,000 for the years 1999, 2000 and 2001. The other Warrant is
exercisable  for 800,000 shares at $6.00 per share and may be exercised  between
April 1, 2002 and June 30, 2002, but only if NetCruise achieves profits equal to
or exceeding $10,000,000 for the years 1999, 2000 and 2001.

         The  purchase  of  these  assets  has been  recorded  as of the date of
purchase at the total purchase price of  $2,500,000,  which  represents the fair
value of the assets  acquired.  The purchase  price  allocated to the individual
assets  acquired,  based  on  the  estimated  fair  value  at  the  date  of the
acquisition, is as follows: (i) $1,450,000 of computer software; (ii) $1,000,000
for the license to the Parallel  Addressing Video Technology;  (iii) $10,000 for
the agreement between ITN and UIT and (iv) $40,000 for computer  equipment.  The
purchase  price  consisted of 2,000,000  shares of the  Company's  Common Stock,
which at the time of the purchase was trading at  approximately  $2.50 per share
on The Nasdaq SmallCap Market. For accounting purposes the Company estimated the
fair value of the shares at  $2,500,000  since the shares  were  restricted.  No
goodwill resulted from this transaction, as no business was acquired.

              The  Company  was advised  that the  issuance  of such  securities
caused the Company to inadvertently be in violation of a Nasdaq MarketPlace Rule
because the issuance of the 2,000,000 shares and Warrants  amounted to more than
20% of the issued and outstanding shares of the Company and were not approved by
Shareholders  as required  by such Rule.  Nasdaq  advised  the Company  that the
Company's Common Stock would be delisted as a result of such violation. The

<PAGE>
Company  requested a hearing on the  delisting  which was held on  November  20,
1998.  Nasdaq issued its written  determination  on January 12, 1999 to continue
listing the Company's  securities on The Nasdaq  SmallCap Market pursuant to the
following  conditions:  (i) the UIT  transaction  must be  unwound  in the event
shareholders do not ratify the acquisition of the technology license and certain
related  assets from UIT and approve the  issuance of 1,100,00  shares of Common
Stock and two Stock  Purchase  Warrants  to UIT;  (ii) the  Company  must file a
Definitive  Proxy  Statement  with the  Securities  and Exchange  Commission and
Nasdaq on or before  February  15,  1999;  and (iii)  the  Company  must  submit
documentation  to Nasdaq  on or before  April 15,  1999  evidencing  either  the
receipt of shareholder  approval of the issuance of additional  shares to UIT or
the  unwinding  of the  issuance of  additional  shares to UIT and purchase of a
technology  license and certain related assets from UIT. The Company received an
extension from Nasdaq with respect to the deadlines to July 31, 1999.

         On  November  5,  1998,  the  Company  entered  into an Asset  Purchase
Agreement with Sterling AKG Corp.  d/b/a Sterling  Travel,  in which the Company
purchased all the assets  relating to Sterling's  network of independent  travel
consultants for a total purchase price of 25,000 shares of the Company's  Common
Stock which, for accounting purposes,  is being valued at $1.50 per share for an
aggregate of $37,500, a price which the Company believes  represents fair value.
An additional  17,500 shares of the Company's  Common Stock (Escrow Shares) will
be held in escrow by counsel to the  Company.  If the  Company  does not achieve
$3,000,000 of gross sales from the sale of travel  services,  including  renewal
fees from the Sterling Travel Consultants,  over the initial twelve month period
beginning on November 1, 1998 and ending on October 31, 1999,  the Escrow Shares
shall immediately be returned to the Company. If the Company achieves $3,000,000
of gross sales from Sterling  Travel  Consultants  over the initial twelve month
period as described  herein,  the Escrow Shares will be released by the Company.
In December of 1999  management of the Company  determined  that even though the
$3,000,000 of gross travel sales from the Sterling  Travel  Consultants  was not
achieved,  it was in the best  interest  of the  Company to  release  the 17,500
shares in return for  Sterling  AKG Corp.  and  Richard  Gladstone  executing  a
General  Release  for  the  Company  and  its  directors,  officers,  employees,
consultants, accountants, attorney, etc.

         On November 6, 1998 the Company  entered into an Acquisition  Agreement
by and between the Company and  Corporate  Travel  Link,  Inc.,  a wholly  owned
subsidiary  of the Company (the sellers in the  transaction)  and  TranspoNet (a
non-affiliated  company),  Mark A.  Kenny,  Paul  Murray and Gen 02,  Inc.  (the
purchaser in the transaction),  a newly organized  corporation formed by Mark A.
Kenny, a former director and founder of the Company. The Company sold all of the
assets of  Corporate  Travel  Link which are  utilized  in  connection  with the
ownership, operation and marketing of the computerized limousine reservation and
payment  system which had a net book value of $744,122,  for (i) 2,450 shares of
Series A  Convertible  Preferred  Stock of Gen O2, Inc.,  constituting  a 32.66%
interest in Gen O2, Inc.,  which the Company  carries on its balance sheet as of
December  31,  1998 at an  asset  value of  $624,204;  (ii)  certain  contingent
payments  over a period of 5 years,  totaling  $1,080,000 if all payments to the
Company are realized,  however,  since there are no minimum contingent payments,
it is possible that the Company will receive no significant  contingent payments
from GEN 02, Inc.

         On February 1, 1999 the Company  acquired  Sammy's Travel World,  Inc.,
("Sammy's") a full-service  travel agency  specializing in leisure and corporate
travel and  serving the New York City and  northern  New Jersey area with annual
gross  bookings  of  approximately  $1,800,000.   The  purchase  price  for  the
acquisition  was  36,600  shares  of  the  Company's  Common  Stock  which,  for
accounting  purposes,  is being  valued at $1.50 per  share or an  aggregate  of
$54,900.

         As of June 30, 1998  NetCruise  entered into an agreement to purchase a
technology  license and certain related assets from United Internet  Technology,
Inc.  The Company  determined  to expand into the internet  travel  business for
several  reasons.  Although  the  Company had begun to  generate  revenues,  the
Company  found that many  limousine  providers  were  resisting  the  payment of
commissions  or  fees  in  connection  with  bookings  on the  Company's  system
resulting  in a much slower  development  of revenues  for the Company  than was
originally  anticipated.  Management evaluated the cost of operations for a more
extended period of time and determined that the Company's  available funds would
be better spent in other areas of the travel  business and therefore  determined
to expand into the internet travel business.
<PAGE>
         The Company and UIT agreed to restructure  the  transaction so that UIT
would  return to the Company  1,100,000  shares of the  Company's  Common  Stock
(retaining  900,000  shares that are not in violation of the Nasdaq Market Place
Rule) and the  Warrants.  The  Company  would issue to UIT  1,100,000  shares of
Convertible  Series B  Preferred  Stock (the Series B  Preferred  Stock),  which
Series B Preferred Stock is  automatically  convertible into 1,100,000 shares of
the  Company's  Common  Stock upon  Shareholder  approval of the issuance of the
1,100,000 shares of Common Stock and the Warrants.  The Series B Preferred Stock
would be non-voting stock and carry a mandatory dividend of $275,000, payable on
September  30,  1999 and a mandatory  quarterly  dividend at the rate of $68,750
commencing  with the quarter  ended  December  31,  1999.  No dividend  would be
payable if the  Shareholders  approve the  issuance of the  1,100,000  shares of
Common  Stock and Warrants  prior to the time that the  dividend is payable.  If
shareholders  ratify  the  acquisition,   the  Series  B  Preferred  Stock  will
automatically  be converted into 1,100,000  shares of the Company's Common Stock
and the Company  will issue two  warrants,  each to purchase  800,000  shares of
Common Stock,  as outlined  above.  At the Annual meeting of Shareholders of the
Company held on October 13, 1999, the shareholders  approved ratification of the
acquisition  of the assets from UIT and the issuance of the 1,100,000  shares of
Common Stock and the  Warrants.  However,  since this  approval was not received
prior to September 30, 1999, the $275,000, mandatory dividend is payable to UIT

         On August 17, 1999,  the Company was informed that the Nasdaq  Listings
Qualifications  Panel has  de-listed the  Company's  securities  from the Nasdaq
Stock Market effective with the close of business on August 17, 1999. The reason
for the de-listing was that the Company  failed to meet  net-tangible  assets of
$2,550,000  on a pro-forma  basis as of May 31, 1999,  which  standard is higher
than the customary maintenance  requirement established for continued listing on
The Nasdaq  Stock  Market.  The higher  standard was  established  by The Nasdaq
Listing  Qualification  Panel  in  connection  with a  hearing  previously  held
concerning the Company's listing on The Nasdaq Stock Market.

         The  Company  has  appealed   the   decision  of  the  Nasdaq   Listing
Qualification  Panel to the Nasdaq  Listing  and  Hearing  Review  Counsel.  The
Company  believes  that it can  demonstrate  that the  Company  meets the higher
standard by reason of conversion  of debt to equity and certain  other  matters.
The  Company  has been  advised by  representatives  of the Nasdaq  Listing  and
Hearing Review Counsel that a hearing may not be held earlier than February 2000
and the hearing has not yet been held as of the date of this report. The Company
plans to take all necessary steps to have the Company's securities  re-installed
on The Nasdaq Stock Market.

General

         As a result of the UIT  transaction,  the Company acquired the internet
travel web site called NetCruise and a perpetual,  world-wide technology license
for "Parallel Addressing Video Technology" for all travel related  applications,
along  with  all of the  custom  software,  computer  systems  and  intellectual
properties.  No royalty payments are required under the licensing  agreement for
the "Parallel  Addressing  Video  Technology" and the license is exclusive as it
relates to the  technology as applied to the travel  industry.  UIT has retained
the right to the technology  for all other uses outside of the travel  industry.
The  intellectual  property  acquired  consists of a license  for the  "Parallel
Addressing  Video  Technology"  and a  business  plan  premised  on the  idea of
creating and establishing a network of independent  travel  consultants which is
to be marketed to consumers and travel  agents and which  includes the NetCruise
name,  logo,  trade-marks  and  service-marks.  The  company did not acquire the
patent to the "Parallel  Addressing Video Technology".  Also included as part of
the  intellectual  property  was an agreement  between UIT and  Internet  Travel
Network of Palo Alto, CA which UIT  transferred  to the Company.  This agreement
provides for a private label site on the Internet Travel Network booking engine.
The  agreement  which  was to  expire  April,  1999,  automatically  renews  for
successive one year periods  unless either party gives notice,  no later than 30
days prior to the end of the period, of its intent not to renew. The Company has
renewed this agreement under the terms and conditions of the original agreement.
There is no cost associated with renewing the agreement.  The ITN booking engine
is  essentially a world wide web based  graphical  user interface to the airline
owned Apollo computerized reservation system. This technology allows a layperson
with access to the internet to access the databases and pricing  systems used by
travel agents to research and procure air, car rental and hotel reservations. By
private  labeling  this  functionality,  the Company is able to offer its travel
consultants  access to a leading travel  system,  while not having to expend the
Company's  capital  resources  which would be required to create its own access.
The custom software acquired by the Company consists of a video player program

<PAGE>
(called a ULI player) that  permits the end user to view video  files,  a cruise
database, a CD-ROM video disc database containing video images of travel-related
information and miscellaneous commercially purchased software. The technological
feasibility  of  the  custom  software  was  established  at  the  time  of  the
acquisition,  as a working  model of the custom  software had been  completed at
that time.  The Company  formed  NetCruise as a wholly owned  subsidiary for the
purpose of  operating  an internet  travel  business  featuring  the  technology
obtained through this acquisition.

         Although the Company only has a limited number of individuals  who have
subscribed to be independent  travel  consultants and therefore a limited number
of internet travel customers,  the Company intends to launch, through television
advertising, an aggressive marketing campaign inviting the general public, along
with existing travel agents, to become NetCruise travel consultants. The goal of
the  Company's  marketing  campaign  is to  encourage  individuals  to enroll as
independent  travel  consultants  by paying an annual  fee to the  Company.  The
independent  travel  consultants will then be able to make  reservations  either
through  the  password  protected  section  of the  NetCruise  web  site  or via
telephone   bookings  with  travel  agents  who  work  directly  for  NetCruise.
Non-members  who visit  the  non-password  protected  section  of the  NetCruise
web-site  (the  Visitor's  Section)  shall have  access to a portion of the site
which contains general information about the Company,  describes the independent
travel consultant program and allows the public to request information or enroll
as an  independent  travel  consultant.  To date,  the Visitor's  Section of the
web-site is being used for  demonstration to potential travel  consultants.  The
password  protected  section,  which is only accessible by company personnel and
independent  travel  consultants  using a password,  allows  independent  travel
consultants  to see  destinations  in full motion  video and stereo audio and to
make hotel, air and car reservations as well as research  vacation  packages and
cruise itineraries.  The Company's  independent travel consultants are currently
not able to book vacation and cruise  packages in an automated  fashion  through
the  web-site.  In order to make these types of  reservations,  the  independent
travel  consultant  is  instructed  to contact  the  Company's  service  center,
(operated  through  Sammy's  Travel  World,  a wholly  owned  subsidiary  of the
Company) via toll-free telephone, fax or e-mail, whereby a live NetCruise travel
agent will then make the vacation or cruise reservation.  The Company intends to
continually  enhance its  technology to automate the booking  process for cruise
and  vacation  reservations  through its  web-site.  There can be no  assurance,
though, that the Company will be able to achieve the technological  advancements
necessary to automate the booking of cruise and vacation reservations.

           The Company  believes it will be successful in encouraging  people to
pay the subscription fee and sign up as independent travel  consultants  because
as an independent travel consultant individuals will have an opportunity to earn
a  commission  on all  reservations  made by  them.  The  internet  web-site  is
currently  operational  and independent  travel  consultants can view videos and
book car, air and hotel reservations directly through the web-site.  The Company
hopes to enroll both the general public and existing travel agents.  The Company
believes  that  there is an  emerging  trend  in the  travel  industry,  whereby
individuals who are presently travel agents are leaving their salaried positions
and moving into positions  similar to that of an independent  travel  consultant
with their own home based travel  business.  The Company  believes that existing
travel agents will be drawn to the opportunity to earn commissions, create their
own  flexible  hours,  maintain  their  client base and utilize  their  existing
skills.  Other advantages of a home based travel business are no commuting to an
office,  low  overhead,  no  need  to  rent  expensive  airline  owned  computer
reservation system equipment and personal travel benefits. However, there can be
no assurance that the Companyss.s marketing strategy directed to existing travel
agents will be successful. The Company, through a combination of direct response
TV, print,  radio,  and web-based  advertising,  plans to offer  individuals  an
opportunity  to join  NetCruise  as  independent  travel  consultants.  Each new
independent  travel  consultant  will receive a start up kit containing a CD ROM
library  of video  destinations;  a  marketing  kit  which  includes  a guide to
marketing an at-home business, a training manual describing the travel industry,
a welcome  letter  containing  a  password  for the web site and an  outline  of
NetCruise  policies and  procedures,  as well as  full-service  support from the
Company's live travel agents.

         "Parallel  Addressing Video Technology"  allows the independent  travel
consultants  to see a  destination  in full motion  video and stereo audio never
before  available on the internet,  without waiting for a lengthy file download.
Utilizing this proprietary  technology the NetCruise web site will interact with
the  individual's  PC, find the requested video clip on its CD ROM, and plays it
locally in a clear, full screen mode. Included in the assets acquired by

<PAGE>
NetCruise  is an  extensive  library  of video  clips  complete  with  music and
narratives  in stereo,  which  will bring  views of cruise  ships,  hotels,  and
destinations  from  around  the world to the user in  seconds.  When the  travel
consultant is ready,  airline,  hotel,  and car rental bookings will all be made
quickly and easily via NetCruise's  reservation web site. (As noted earlier, the
Company's independent travel consultants are currently not able to book vacation
and cruise packages in an automated  fashion  through the web-site.  In order to
make  these  types  of  reservations,   the  independent  travel  consultant  is
instructed to contact the Company's  service center,  (operated  through Sammy's
Travel World, a wholly owned subsidiary of the Company) via toll-free telephone,
fax or e-mail,  whereby a live NetCruise  travel agent will then make the cruise
reservation.

         The "Parallel  Addressing Video  Technology"  provides  zero-wait time,
full  motion  video  and  stereo  audio to the  independent  travel  consultants
interacting  with the web-site.  Unlike various forms of streaming  video,  live
media and internet video broadcasts,  this technology does not rely on bandwidth
as the medium for delivery of video.  UIT and its parent,  ULC,  developed  this
technology and filed for a patent in July 1997, which was issued on November 30,
1999 as United States Patent # 5996000. Although the general public will be able
to access much of the site to obtain  information  and enroll as an  independent
travel  consultant,   the  Company  intends  that  only   participating   travel
consultants  who have paid a fee to the Company and received a password  will be
able to access the reservation area of the site.

         If at  any  point  the  individual  requires  additional  expertise,  a
personal NetCruise travel agent will be available by phone to guide them through
the process.  On February 1, 1999 the Company  acquired  Sammy's  Travel  World,
Inc., a full-service  travel agency specializing in leisure and corporate travel
and serving  the New York City and  northern  New Jersey area with annual  gross
bookings of  approximately  $1,800,000.  Bookings  consists of the total  dollar
amount of airline  tickets sold,  cruises sold,  and hotel and car  reservations
made. Sammy's will provide,  when necessary,  full service support via telephone
to the Company's  independent travel consultants.  Sammy's is now a wholly owned
subsidiary of the Company and has five (5) employees.

         Since  on-line  transactions  can be faster,  less  expensive  and more
convenient than transactions  conducted via traditional  means, a growing number
of consumers are transacting  business over the World Wide Web. Examples of such
transactions  include buying  consumer  goods,  trading  securities,  purchasing
airline tickets and paying bills.  Based upon its research and discussions  with
individuals  knowledgeable  in  electronic  commerce  on  the  World  Wide  Web,
management  believes  that  27% of  adult  World  Wide Web  users  made  on-line
purchases  in 1997 and that 50% of adult World Wide Web users will make  on-line
purchases in 2000.  Management  believes  that as electronic  commerce  expands,
advertisers and direct  marketers will  increasingly  seek to use the World Wide
Web to locate  customers,  advertise  their products and services and facilitate
transactions.

         The Company also  believes  that  lodging and airline  travel will be a
major leader in this market with total on-line travel revenues possibly reaching
over $50  billion by 2001.  With travel  taking such a large  portion of on-line
sales,  management  of the Company  expects  that the enhanced  travel  services
offered by  NetCruise  will  attract a wide range of  internet  using  consumers
enabling  NetCruise to become a significant  participant in internet travel.  In
the event  shareholders do not approve this acquisition of a technology  license
and certain related  assets,  the Company intends to continue its entry into the
internet travel  business  either by negotiating a licensing  agreement with UIT
for the use of its technology license and certain related assets or by utilizing
alternative technologies.


Employees

         The Company  presently  has 3 executive  officers and 14  non-executive
employees,  including 5 employees of the Company's wholly-owned subsidiary. None
of these employees is covered by a collective bargaining agreement.  The Company
utilizes  several  software and marketing  consultants on a part-time basis. The
company believes its personnel relations to be satisfactory.


Item 2.  Properties

         The Company and its subsidiaries  presently lease  approximately  2,380
square feet of office space at 2401 Morris Avenue, Union, New Jersey, 07083, and

<PAGE>
1,000 square feet of office space at 6 Wall Street, Rockaway, New Jersey, 07866.
The  five-year  Union  lease  expires in March 2002 and  provides  for a monthly
rental of $3,731.53.  The Rockaway lease expires in August 2000 and provides for
a monthly rental of $850.

         The properties have been leased from  unaffiliated  third parties.  The
Company is  presently  negotiating  to lease an  additional  1860 square feet of
office space in the building it presently occupies.

Item 3.  Legal Proceedings

         A former  officer of the Company filed a complaint on April 17, 1997 in
the  United  States  District  Court of New  Jersey  against  the  Company,  its
wholly-owned  subsidiary,  Corporate Travel Link, Inc. ("Travel Link"),  various
officers  and  directors  of both  companies  and other  related  and  unrelated
parties.  Among other things,  the complaint  asked for the entry of a judgement
declaring  that the  former  officer  was the  owner of  333,216  shares  of the
Company's common stock,  which had been issued to him at the inception of Travel
Link for services he was to have  provided.  The lawsuit also sought an award of
unspecified compensatory amd punitive damages. On February 17, 2000, the parties
to the lawsuit entered a settlement  agreement and mutually  released each other
from all claims which they might have had. The Company  agreed to recognize  the
plaintiff as the owner of 293,216 shares of its common stock,  and the plaintiff
agreed  to  immediately  sell  100,000  of those  shares.  With  respect  to the
plaintiff's  remaining  193,216  shares the Company agreed that if the plaintiff
sells  any of those  remaining  shares in the  public  securities  markets  in a
reasonable manner relative to the market conditions at the time of sale and does
not obtain a net sale price  (after  commission  charges)  of at least $2.25 per
share,  the Company will pay the plaintiff the difference  between the net sales
price  actually  received by him and the sum of $2.25 per share (the "Sale Price
Difference")  within 45 days after  submission  to the  Company  of  appropriate
documentation.  The plaintiff also agreed that if the Company provides notice to
him of a bona fide opportunity to sell all of his remaining shares of the common
stock  for not less  than the net sale  price of $2.25 per share and he does not
promptly  accept the offer,  then the Company's  obligation to pay the plaintiff
the Sale Price Difference will be canceled.

         As  security  for  the  Company's  obligation  to pay  the  Sale  Price
Difference,  the Company and Travel Link agreed that the plaintiff  could file a
$434,736  first lien security  interest in their assets,  which will be canceled
when the Company's  obligation  to pay the Sale Price  Difference is canceled or
concluded.

         On December 23,  1997,  an  individual  filed an action in the Superior
Court of New Jersey against the Company and the former President and director of
the  Company,  alleging  that the former  President  and director of the Company
induced such person to leave her place of employment to assume  employment  with
the  Company.  The claim seeks  monetary  damages  based upon an oral promise of
employment  allegedly  made by the  same  officer  of the  Company.  The  former
President and director has agreed to hold the Company harmless and indemnify the
Company  from any and all  claims.  On  November  22,  1999,  the parties to the
lawsuit  entered a settlement  agreement  whereby the Company  agreed to pay the
plaintiff the sum of $35,000 for which the Company received a General Release as
well as a stipulation of Dismissal  with  Prejudice of the lawsuit.  The Company
filed  for  and  was   granted  a  summary   Judgement   with   respect  to  the
indemnification by the former President and director of the Company.


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

                  At the Annual Meeting of  Shareholders  of the Company held on
October 13, 1999 there were  present in person or by proxy  5,358,238  shares of
Common and 381,177 shares of Series A preferred stock  representing in excess of
the majority of the issued and outstanding stock entitled to vote. The following
items of business were conducted in the meeting.

                  1.       Five directors were elected by the holders of an
excess of the majority of outstanding shares as follows:

                  Name                      Votes in Favor        Votes Opposed

             Lawrence E. Burk               5,250,667                  109,071
             John H. Wasko                  5,253,944                  110,794

<PAGE>
             David W. Sass                  5,254,167                  110,571
             S. Charles Tabak               5,252,167                  112,571
             Warren D. Bagatelle            5,238,079                  126,659

                  2. The proposal to approve the ratification of the acquisition
of assets from United Leisure Interactive, Inc. ("UIT") and approve the issuance
of 1,100,000  shares of Common Stock and two stock purchase  warrants to UIT was
approved by the holders of an excess of the majority of the  outstanding  shares
voted as follows:

                  Votes in Favor                     Votes Opposed      Unvoted

                          3,236,549                         59,098       32,918

                  3.  The   proposal  to  ratify  the  sale  of  the   limousine
reservations  systems business to GEN02 was approved by the holders of an excess
of the majority of the outstanding shares voted as follows:

                  Votes in Favor                     Votes Opposed      Unvoted

                      2,872,709                            87,005       368,851

                  4.       An Amendment to Article FIRST of the Company's
Certificate of Incorporation to change the name of the Company to netcruise.com,
inc. was approved by the holders of an excess of the majority of the outstanding
shares voted as follows:

                  Votes in Favor                     Votes Opposed    Unvoted

                     5,325,516                              12,776      21,442

                  5. An amendment to Article FOURTH of the Company's Certificate
of Incorporation to restate the provisions relating to the Company's  authorized
Common  and  Preferred  Stock  as  they  relate  to  dividends  and  liquidation
preferences to correct certain inconsistencies was approved by the holders of an
excess of the majority of the outstanding shares voted as follows:


                  Votes in Favor                     Votes Opposed      Unvoted

                     3,159,177                              79,035       90,353

                  6. The proposal to approve the ratification of the appointment
of Wiss & Company, LLP as auditors of the Company was approved by the holders of
an excess of the majority of the outstanding shares voted as follows:

                  Votes in Favor                     Votes Opposed      Unvoted

                     5,329,017                               8,329       22,292


                                     Part II


Item 5.  Market for the Registrantss.s Common Equity and Related Stockholder
         Matters.

Market Information

         Prior to 1998,  the  Companyss.s  Common Stock was eligible to trade in
the over-the counter market, however, the Company was unable to locate a quoted

<PAGE>
price for its stock.  The Following  table  indicates the quarterly high and low
bid prices for the last two years for the Companyss.s Common Stock.


                               Bid Price Bid Price
                                1999                   1998

   Quarter Ended             High     Low               High     Low
   -------------             ----     ---               ----     ---
   March 31                  6.75     3.125             3.5      2.125
   June 30                   3.8125   1.53125           3.937    2.375
   September 30              2.3125     .875            3.5      2.25
   December 31               1.125      .59375          4.125    2.75

         The foregoing prices were provided by National Quotation Bureau.

         Prior to  August  18,  1999,  the  Companyss.s  Common  Stock,  Class A
Redeemable  Warrants and Class B Redeemable  Warrants traded on The NASDAQ Stock
MarketSM under the symbols, NETC, NETCW and NETCZ respectively. Effective August
18, 1999, the foregoing trade on the OTC: BB under the same symbols.


Approximate Number of Equity Security Holders

                                                    Approximate Number of
                                                    Holders of Record as
              Title of Class                        of March 27, 2000
              --------------                         -----------------

              Common Stock,
              $.0001 par value                             1,100

         Included  in the number of  stockholders  of record are shares  held in
nomine5/8 or street name.

Dividends

         The Company has never paid any cash  dividends.  The Company  presently
intends to retain any future earnings for use in its operations and,  therefore,
does not expect to pay cash dividends in the foreseeable future.


Item 6.  Managementss.s Discussion and Analysis of Financial Condition
         and Results of Operations.

Comparison of Fiscal 1999 to Fiscal 1998

Revenues

         Prior  to the  sale  of the  limousine  reservation  business  and  the
acquisition of the technology license and certain related assets from UIT, which
is discussed  below,  the Company worked with travel agents and corporate travel
departments   by  providing  a  computerized   system  for  securing   limousine
reservations.  The Company had created  its own  computerized  system  which was
linked with the SABRE and Apollo computer  reservation  systems, two of the four
major airline reservation systems. Limousine reservations made through the SABRE
and Apollo  computer  reservation  systems were relayed  instantaneously  to the
Companyss.s computer and then to a service provider of the clients choice -- all
without  human  intervention  --  and an  immediate  limousine  reservation  was
confirmed.
<PAGE>
         As of June 30, 1998, NetCruise, Inc. ( a wholly owned subsidiary of the
Company formed on July 21, 1998 for the purpose of operating an internet  travel
business) entered into an Agreement to purchase a technology license and certain
related assets from United Internet  Technology,  Inc. The Company determined to
expand into the  internet  travel  business  for several  reasons.  Although the
Company had begun to generate  revenues,  the Company found that many  limousine
providers were  resisting the payment of commissions or fees in connection  with
bookings on the  Companyss.s  system  resulting in a much slower  development of
revenues for the Company than was originally  anticipated.  Management evaluated
the cost of operations for a more extended  period of time and  determined  that
the  Companyss.s  available  funds  would be better  spent in other areas of the
travel  business and  therefore  determined  to expand into the internet  travel
business.

         On November 5, 1998, in order to augment the Companyss.s entry into the
internet travel business,  the Company entered into an Asset Purchase  Agreement
with Sterling AKG Corp.,  d/b/a Sterling Travel,  in which the Company purchased
all  the  assets  relating  to  Sterlingss.s   network  of  independent   travel
consultants.

         In order to  concentrate  its  resources  and efforts on its  NetCruise
Internet  Travel  business,  in  November,  1998 the Company  agreed to sell the
assets of its computerized  limousine  reservation and payment system to GEN O2,
Inc., a company newly formed by a management group lead by Mark A. Kenny, former
director  and founder of the Company.  The Company owns a minority  interests in
the new company and will receive royalties on transactions  processed by the new
company for a period of five years.

         Initially  revenues from the web-site will be derived from subscription
fees of the independent travel consultants along with commissions  received from
bookings  shared  with  the  independent  travel  consultants.  As  the  Company
develops,  management believes that the majority of the Companyss.s revenue will
be  derived  from  commissions  earned  from  the  sale of  travel  through  the
independent travel consultants.  The Companyss.s  business model is built around
the sharing of commissions  with the independent  travel  consultants  generated
from travel industry  vendors such as airlines,  hotels,  car rental  companies,
resort  properties,  tour  operators  and  cruise.  The  Company  believes  that
commission sharing with the independent travel consultant, which ranges from 50%
to 60% of the commissions  received by NetCruise in connection with travel sales
made by the independent travel  consultant,  is a key enticement for individuals
to subscribe to become members.  The subscription and annual renewal fee for the
independent travel  consultants is currently $95.00.  While the Company believes
it will benefit from its portion of the commission revenues  generated,  it also
believes that significant  revenues will be derived from other key areas such as
annual subscription fees paid by its independent travel consultants, advertising
through its web-site and incentive  arrangements  with travel vendors and travel
related  product  vendors  (in  addition  to its  share of the  standard  travel
commissions).  However,  a  significant  change  in  the  prevailing  commission
structure  in the  travel  industry  could  have  a  detrimental  effect  on the
Companyss.s  ability to attract and retain  independent  travel  consultants and
benefit from the other revenue  sources  listed above,  which are  substantially
created through this core distribution system.

         The Company believes it will be successful in encouraging people to pay
the subscription fee and sign up as independent travel consultants because as an
independent  travel  consultant  individuals  will have an opportunity to earn a
commission  on all  reservations  made by them.  Airlines,  hotels,  car  rental
companies,  cruise lines,  tour  operators and other travel vendors will pay the
Company  commissions  for all sales generated by the Company.  Such  commissions
will be shared with the independent travel consultants.  The Company,  through a
combination  of direct  response TV, print,  radio,  and web-based  advertising,
plans to offer  individuals  an  opportunity  to join  NetCruise as  independent
travel  consultants.  Each new  independent  travel  consultant  will  receive a
start-up kit consisting of a CD ROM library of video  destinations;  a marketing
kit which includes a guide to marketing an at-home  business,  a training manual
describing the travel industry,  a welcome letter  containing a password for the
web site and an outline of NetCruise  policies and procedures  and  full-service
support from the Companyss.s live travel agents.

         The Company has also begun to receive limited contingent  payments from
GEN O2  pursuant  to the  November  6, 1998  Acquisition  Agreement  whereby the
Company sold all of the assets of its  computerized  limousine  reservation  and
payment system to GEN O2.

         The   Companyss.s   revenues   to  date  have  not  been   significant.
Accordingly,  the Company and its subsidiaries continue to be in the development
stage.
<PAGE>
Expenses

         The most  significant  component  of cost of service  for the  internet
travel business is the portion of the  commissions  received by the Company that
are shared with the independent  travel  consultants.  Another  component is the
cost of the implementation or start-up kits, including CD-ROM,  provided to each
new independent travel consultant.

         General and  administrative  expenses  include  salaries and  benefits,
travel costs,  professional  fees, rent,  telephone and other operating costs of
the Company.  The only  internal  expenditures  capitalized  with respect to the
costs of developing and implementing the Genisys Reservation and Payment Systems
have been $200,181 of salaries paid to Prosoft employees in fiscal 1998.

Results of Operations

         As indicated  above,  revenues and related costs for fiscal 1999 differ
from those of fiscal 1998, as revenues from the Companyss.s former  computerized
limousine  reservation  and payment system  represented  all of the  Companyss.s
revenues  until  November 5, 1998 and  thereafter,  all  revenues  relate to its
internet  travel  business,  with the exception of relatively  minor  contingent
payments received from Gen02.

         The Company has been in the  development  stage and has only  generated
limited revenues.  The Company has been unprofitable since inception and expects
to incur  additional  operating  losses over the next several  fiscal  quarters.
Total  revenues for the year ended  December 31, 1999 were $275,426  compared to
$115,677 for the year ended December 31, 1998. The  corresponding  cost of sales
for fiscal 1999 was $119,249  compared to $154,278 for fiscal 1998. The net loss
for the year  ended  December  31,  1999 was  $3,406,717  or $.48  cents a share
compared  to a loss of  $2,344,489  or $.42  cents a share  for the  year  ended
December 31, 1998. As reflected in the accompanying  financial  statements,  the
Company has incurred losses totaling  $8,853,126 since inception and at December
31, 1999, had a working capital deficit of $856,295.

         General and administrative  expenses were $2,103,586 for the year ended
December  31, 1999 as compared to  $1,652,363  for the year ended  December  31,
1998.  The  primary  reasons  for the  difference  between  the two years  ended
December  31,  1999 and  December  31,  1998 are  increased  payroll  costs  and
increases in legal and  accounting  expenses  related to the Company  efforts to
gain approval of it's Proxy filed with the SEC.

         Payroll costs  increased  approximately  $84,300 during the fiscal year
ended December 31, 1999, due mainly to the  acquisition of Sammy's Travel World.
Other approximate cost increases during Fiscal 1999 consist of professional fees
($185,000),  insurance  ($38,700),  and other administrative costs ($56,400) and
consulting fees ($86,800).  Professional  and consulting fees for the year ended
December  31,  1999 total  $562,152.  Such  amount  included  attorneys  fees of
$226,587,  accounting fees of $176,813 and consulting fees of $36,000 payable to
Loeb Partners.

         Total  revenues  for the year ended  December  31,  1998 were  $115,677
compared to $25,863 for the year ended December 31, 1997. The corresponding cost
of sales for fiscal 1998 was $154,278  compared to $24,992 for fiscal 1997.  The
net loss for the year ended  December  31, 1998 was  $2,344,489  or $.42 cents a
share  compared to a loss of $1,590,125 or $.39 cents a share for the year ended
December 31,  1997.  At December  31,  1998,  the Company had a working  capital
deficit of $196,212.

         General and administrative  expenses were $1,652,363 for the year ended
December  31, 1998 as compared to  $1,318,203  for the year ended  December  31,
1997.  The  primary  reasons  for the  difference  between  the two years  ended
December  31,  1998 and  December  31,  1997 were  increased  payroll  costs and
increases in legal and accounting expenses related to the litigations.

         Payroll costs increased  approximately  $166,000 during the fiscal year
ended December 31, 1998, due to the hiring of Mr. Larry Burk as the President of
the Company,  as well as the hiring of a marketing  specialist and an accounting
clerk. The Company also increased its payroll costs by hiring two developers.

<PAGE>
Other approximate cost increases during fiscal 1998 consist of professional fees
($44,000),  insurance ($8,000),  and other administrative costs ($134,150) while
consulting fees decreased $46,500. Professional and consulting fees for the year
ended December 31, 1998 total $311,000.  Such amount included attorneys' fees of
$151,000,  accounting fees of $18,000,  outside  bookkeeping fees of $17,500 and
consulting fees of $36,000 payable to Loeb Partners.

         The Company conducted a comprehensive review of its computer systems to
identify  the  systems  that  could be  affected  by the "Year  2000"  issue and
developed an  implementation  plan to resolve the issue. All software  currently
being  developed  by the  Company or through  third party  contractors  is being
written to be Year 2000 compliant.  The Company,  with the assistance of outside
software  contractors,  changed its accounting system from non-compliant  MAS-90
software to a compliant  software system.  Final  implementation of fully tested
and operational Year 2000 compliant  systems was completed in the fourth quarter
of 1999. The Companyss.s banks and lenders have communicated that they were Year
2000  compliant  by the end of  1999.  The  Company  experienced  no  year  2000
problems,  however since it is possible  that some Year 2000 problems  might not
surface until the end of each fiscal quarter of the new century,  the Company is
keeping a close watch for any potential problems.

Liquidity and Capital Resources

         The Companyss.s  funds have principally been provided from Loeb Holding
Corp. as escrow agent,  Loeb Holding Corp.,  LTI Ventures  Leasing  Corporation,
four private offerings and a public offering.

         In September  1995,  December 1995 and January 1996 the Company entered
into sale and lease-back  arrangements  whereby the Company sold the bulk of its
computer  hardware and commercially  purchased  software to a lessor for amounts
totaling  $295,000  and agreed to lease back such  equipment  for initial  terms
ranging from 24 to 30 months.  Pursuant to the November  1998 exchange of assets
for a 32.7%  interest  in GEN O2,  Inc.,  the  obligations  under  the  sale and
lease-back arrangements were assumed by GEN O2, Inc.

         In March  1998,  Loeb  Holding  Corp.,  as escrow  agent for  Warren D.
Bagatelle,  Managing Director of Loeb Partners,  Corp., HSB Capital,  trusts for
the benefit of families of two principals of Loeb Holding  Corporation and three
unaffiliated  individuals  of  two  Term  Promissory  Convertible  Notes  in the
principal amounts of $475,000 and $237,500  converted  $400,000 of the principal
amount of the former  note and  $200,000 of the  principal  amount of the latter
note  into  188,235  shares  and  94,118  shares  respectively  of the  Series A
Preferred Stock of the Company at a price of $2.125 per share.

         In March  1998,  Loeb  Holding  Corp.,  as escrow  agent for  Warren D.
Bagatelle,  Managing Director of Loeb Partners,  Corp., HSB Capital,  trusts for
the benefit of families of two principals of Loeb Holding  Corporation and three
unaffiliated  individuals of four eighteen month  Convertible  Promissory  Notes
aggregating  $210,000,  converted the total  principal  amount of the four notes
($210,000)  into 98,824 shares of the Series A Preferred Stock of the Company at
a price of $2.125 per share.

         In March  1998,  Loeb  Holding  Corp.,  as escrow  agent for  Warren D.
Bagatelle,  Managing Director of Loeb Partners,  Corp., HSB Capital,  trusts for
the benefit of families of two principals of Loeb Holding  Corporation and three
unaffiliated  individuals of two Term Promissory  Convertible  Notes aggregating
$37,500,  converted  the total  principal  amount of the  notes  ($37,500)  into
400,000  shares of the Common  Stock of the Company at a price of  $0.09375  per
share.

The financing of Loeb Holding  Corp.  and the sale and  lease-back  arrangements
entered into by the Company  contributed to the original  capitalization  of the
Company.

         The Company  completed a private  placement  of common stock in January
1999  whereby  it sold  1,000,000  shares of common  stock for an  aggregate  of
$1,500,000 of which $200,000 was received in 1998, $510,000 between January 1999
and February 1999 and $790,000 in June 1999.

         During April 1999, the Company and a principal of Loeb Partners,  Corp.
signed two Promissory Notes each in the amount of $105,000,  whereby the Company
borrowed a total of $210,000.  The Promissory Notes,  which bear interest at 10%
per annum, are payable on demand.
<PAGE>
         During  April  1999,  the  Company  and Warren D.  Bagatelle,  Managing
Director of Loeb Partners, Corp. signed two Promissory Notes, each in the amount
of  $45,000,  whereby the Company  borrowed a total of $90,000.  The  Promissory
Notes, which bear interest at 10% per annum, are payable on demand.

         During November 1999 and December 1999, the Company and Joseph Perri, a
private  investor,  subsequently  to become the  controlling  shareholder of the
Company,  signed two Secured Convertible  Promissory Notes each in the amount of
$100,000,  whereby the Company  borrowed a total of $200,000.  The Notes,  which
bear  interest at 8% per annum,  are payable on November 4, 2000 and December 6,
2000  respectively  and are  convertible  into  restricted  common  stock of the
Company at a conversion price of $0.10 per share.

         In December 1999, the Company  completed a private placement whereby it
sold 500,000 shares of restricted common stock for a aggregate price of $100,000
to an unaffiliated investor.

         During  January  2000  and  February  2000,  the  Company  borrowed  an
additional $175,000 from Joseph Perri evidenced by three Convertible  Promissory
Notes in the amount of $50,000 dated January 7, 2000,  $75,000 dated January 21,
2000 and  $50,000  dated  February  2, 2000.  The Notes bear  interest at 8% per
annum,  are  payable  one year from the date of  execution  of each note and are
convertible  into  shares  of  restricted  common  stock  of  the  Company  at a
conversion price of $0.20 per share.

         On March 6,  2000 the  Company  completed  a private  placement  of its
$.0001  par value  common  stock in a series of  related  transactions  with Mr.
Joseph  Perri,  who  is a  private  investor  with  interests  in  real  estate,
communications  technology and Internet companies. Mr. Perri purchased 9,487,500
shares of the Company's common stock for a cash purchase price of $1,897,500 and
converted $375,000 of outstanding Company debt held by him into 2,875,000 shares
of common stock.  In a separate  transaction,  Mr. Perri purchased an additional
299,508 shares of the Company's common stock held by a third-party  investor for
a cash purchase price of $74,877.

         Simultaneously with the private placement transaction, the Company paid
$172,500 to third parties in full satisfaction of an additional  $412,500 of its
outstanding debt obligations.

         As a result  of  these  transactions,  Mr.  Perri  acquired  a total of
12,662,008  issued and  outstanding  shares of the Company's  common  stock,  or
approximately  59.38%  of the  21,161,384  total  shares  currently  issued  and
outstanding, and the Company reduced its outstanding debt obligations $787,500.

         The Company also entered into two option agreements with Mr. Perri. One
of the  option  agreements  grants  him the  right  to  purchase  an  additional
4,625,000  shares of common stock for a cash  purchase  price of $600,000 in the
event the  Company  does not enter  into  certain  agreements,  presently  under
discussion with another  shareholder and it's  affiliates,  relating to contract
interpretation  issues and their  holdings of debt and equity  interests  in the
Company,  on or before April 15, 2000.  The other  option  agreement  grants Mr.
Perri  the  right  to  maintain  his  percentage  interest  in  the  issued  and
outstanding  common stock of the Company by purchasing  additional  shares for a
purchase  price of $.20 per share in the event  the  Company  sells or issues to
third  parties  additional  shares  of its  common  stock  or  other  securities
convertible into its common stock.

         On December  31,  1999,  the Company had cash of $145,921 and a working
capital deficit of $856,295. The Company's internet travel business is now fully
operational  and  management  is planning to begin  television  marketing of the
Companyss.s  products in mid-2000.  These efforts are expected to  significantly
increase  revenues.  The  Company  plans to  initiate  an  aggressive  marketing
campaign as well as expand its network of travel  consultants  throughout  2000.
Although the Company has also begun to receive contingent  payments from GEN O2,
these  revenues  have not been  significant  to date.  The  Company  expects its
operations  to  achieve  break-even  by the  end of  fiscal  2000.  The  Company
completed  a private  placement  of common  stock in March 2000  whereby it sold
12,362,500  shares of Common Stock for an aggregate of  $2,272,500.  The Company
estimates,  including  anticipated  cash to be received  from  revenues  and the
proceeds of the recent private placement, that it will have sufficient resources
to provide for its planned operations for the next twelve months. As the Company
moves from the development stage to the operating stage of the internet travel

<PAGE>
business and initiates an aggressive  marketing campaign to build its network of
independent travel consultants,  revenues are expected to increase.  The Company
is  completing  production  of its TV  infomercial  and  intends  to  begin  its
television  media  campaign in mid-2000.  Test  marketing of the  infomercial is
expected to produce 2,000 new independent  travel  consultants  over a two month
period.  The subscription fees from the new independent travel  consultants,  as
well as  commissions  derived from the increased  volume of travel booked by the
independent travel consultants will also contribute to increased revenues.

          Inflation is not expected to have any material effect on the Company.

Item 7.  Financial Statements and Supplementary Data.


         See Pages F-1 through F-18.


Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosures


         Not applicable



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

         The following table sets forth certain information with respect to each
of the Companyss.s directors and executive officers.
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

  Name                                             Age           Position

Lawrence E. Burk                         58        President, Chief Executive Officer and Director

John H. Wasko                            61        Chief Financial Officer, Secretary, Treasurer
                                                   And Director

Kathleen M. Preziose                     42        Vice President of Operations

David W. Sass                            64        Director

S. Charles Tabak                         67        Director

</TABLE>
The Company's Audit and Compensation  Committees consist of Messrs. S. Charles
Tabak and David W. Sass.  All officers of the Company  devote their full time to
the Companyss.s business.

         Lawrence  E. Burk joined the Company on June 23,  1997,  as  President,
Chief Executive Officer,  and Director following a 27 year career with Alexander
& Alexander  Services.  From 1993 to early 1996, Mr. Burk served as Chairman and
CEO of  Alexander  &  Alexander,  Inc.,  the  U.S.  Retail  Subsidiary  of A & A
Services,  and  from  early  1996  until  the  companyss.s  acquisition  by  AON
Corporation  in late 1996,  Mr. Burk  served as  President  and Chief  Operating
Officer of A & A International,  the companyss.s  global retail  operation.  Mr.
Burk served on the companyss.s  Global Retail Board from 1985; on A & A Services
Operations  Board  from  1989;  and  on A & A  Inc.'s  Executive  Committee  and
Operations Board from 1989. A & A was a NYSE listed Financial Services firm with
revenues of over $1.3  billion.  Mr. Burk has a B.A.  degree in  Economics  from
Southern Illinois University and is a member of the schools Advisory Board.

         John H. Wasko has served the Company as a Director  since April,  1986,
as Secretary since September 1995, and as Treasurer and Chief Financial Officer

<PAGE>
since  April  1996.  Mr.  Wasko has also  served the  Company as  President  and
Chairman of the Board since its inception to August 1995,  and as Treasurer from
April 1986 to  September  1987 and from May 1988 to August  1995.  Mr. Wasko has
also  served as  Chairman of the Board,  President  and  Director of JEC Lasers,
Inc.,  presently an inactive company,  since it was organized in September 1977.
He was awarded a bachelor  of science  degree in physics in 1963 and a master of
science  degree in physics  (summa cum laude) in 1965 from  Fairleigh  Dickinson
University.

         Kathleen M. Preziose - Vice President of Operations, joined the Company
in 1999. Ms. Preziose is a senior travel  executive with over 20 years of travel
industry experience. For the past 11 years, Ms. Preziose has been an independent
travel  industry  consultant  involved in the areas of travel  operations,  call
center management,  project management, and systems integration.  Recent clients
include Lands' End, Cendant  Corporation,  Disney Travel,  RCI Travel and Cunard
Cruise  Lines.  From 1977 to 1988,  Ms.  Preziose  worked with Unites  Airline's
Apollo  Travel  Systems  in a variety  of sales and  management  positions.  Ms.
Preziose studied communications at Temple University.

David W. Sass has been a Director  since  April,  1997 and has been a practicing
attorney  in New  York  City for the past 40  years  and is  currently  a senior
partner in the law firm of McLaughlin & Stern,  LLP,  securities  counsel to the
Company.  Mr.  Sass is also a director of Pallet  Management  Systems,  Inc.,  a
company  engaged  in the  manufacture  and  repair of wooden  pallets  and other
packaging services, a director of BarPoint,  Inc., a company that will operate a
patent pending search engine and software  technology  that allows  consumers to
use the standard UPC barcode to search for products specific  information on the
internet;  an officer of Westbury Metals Group,  Inc.., a company engaged in the
refining of precious metals; an officer of Pioneer  Commercial  Funding Corp., a
company  (formerly) engaged as a mortgage warehouse lender and a member and Vice
Chairman of the Board of Trustees of Ithaca College. Mr. Sass earned a B.A. from
Ithaca College,  a J.D. from Temple  University  School of Law and an L.L.M. (in
taxation) from New York University School of Law.

S. Charles Tabak has been a Director since April,  1997.  Since 1991 he has been
the Chief Executive  Officer of Arc Medical & Professional,  Inc., an employment
agency  specializing in placement of scientific,  medical and office  personnel.
From 1969 to 1990, he was the Executive Vice  President and General  Counsel for
Channel Home Centers Inc.  From 1967 to 1969,  he was the Director of Finance of
J.J. Newbury Co. Mr. Tabak is a past member of the Board of Directors of Channel
Home  Centers,  Inc.  and  Charge A Plate  Group of  Greater  New York.  He is a
graduate  of both NYU School of Business  and School of Law,  and is admitted to
practice law in New York State and before the U.S. Supreme Court.


Item 10.  Executive Compensation

         The  following  tabulation  shows  the total  compensation  paid by the
Company for services in all capacities during the years ended December 31, 1999,
1998 and 1997 to the  officers  of the Company  and total  compensation  for all
Officers as a group for such period:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                           Annual Compensation                                  Long Term Compensation

                                                                                        Awards           Payout
                                                                                       Restricted
                                                                        Other                                        All
                                                                        Annual            Stock   Options  LTIP     Other
Name and                   Year     Salary           Bonus            Compensation      Awards   /SAR's  Payout   Compensation
--------                   ----     ------           -----    ------------      ------   ------  ------   ------------
Principal
Position                                                                (Mgmt. Fee)


Lawrence E. Burk           1999     $106,308$0       $0                 $0                $0      $0       $0         $0
President, & Chief         1998     $147,500$0       $0                 $0                $0      $0       $0         $0
Executive Officer          1997     $75,000(1)       $0                 $0                $0      $0       $0         $0

<PAGE>
Joseph  Cutrona(2)         1999     $0               $0                 $0                 $0     $0       $0         $0
                           1998     $0               $0                 $0                 $0     $0       $0         $0
                           1997     $41,631          $0                $6,667              $0     $0       $0         $0

Mark A. Kenny (3)          1999     $0               $0                 $0                 $0     $0       $0          $0
                           1998     $88,462          $0                 $0                 $0     $0       $0          $0
                           1997     $64,231          $0                $28,967             $0     $0       $0          $0


John H. Wasko              1999     $74,616          $0       $0         $0                $0       $0     $0          $0
Chief Financial Officer,   1998     $80,000          $0       $0         $0                $0       $0     $0          $0
Secretary & Treasurer      1997     $81,247          $0       $20,000    $0                $0       $0     $0          $0


Kathleen M. Preziose       1999     $47,116(6)       $0       $0         $0                $0       $0       $0        $0
Vice President of          1998     $0               $0       $0         $0                $0       $0       $0        $0
Operations                 1997     $0               $0       $0         $0                $0       $0       $0        $0


Warren D. Bagatelle(7)     1999     $0               $0       $37,000(5)  $0               $0       $0        $0       $0
                           1998     $0               $0       $39,000(5)  $0               $0       $0        $0       $0
                           1997     $0               $0       $59,500(4)  $0               $0       $0        $0       $0
</TABLE>
(1) Salary paid to Mr. Burk for the period June 23, 1997 thru December 31, 1997.
Mr. Burkss.s  annual salary is $150,000.

(2) As of May 12,  1997,  Mr.  Cutrona  is no longer  an  employee,  officer  or
Director of the Company.

(3) Mr. Kenny formerly was the Companyss.s Executive Vice President. He resigned
as an  employee  and a Director  of the  Company  as of  November  6, 1998.

(4) Includes  $51,000 of consulting  fees paid to Loeb Partners  Corporation  of
which  Warren D.  Bagatelle  is  Managing  Director.

(5) Includes  $36,000 of consulting  fees paid to Loeb Partners  Corporation  of
which Warren D. Bagatelle is Managing Director.

(6) Salary paid to Ms.  Preziose  for the period May 1, 1999 thru  December  31,
1999. Ms.  Preziose's annual salary is $80,000.

(7) Mr. Bagatelle  formerly was Director and Chairman of the Company.  He signed
as a Director and Chairman of the Company effective December 31, 1999.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The following  tabulation shows the security  ownership as of March 17,
2000 of (i) each person known to the Company to be the beneficial  owner of more
than 5% of the  Companyss.s  outstanding  Common  Stock,  (ii) each Director and
officer of the Company and (iii) all Directors and Officers as a group.

                                     NUMBER OF                         PERCENT
NAME & ADDRESS                      SHARES OWNED                      OF CLASS
--------------                      ------------                      --------

Joseph Perri
10 Whitwell Place
Staten Island, NY  10304           12,662,008                           58.29%
<PAGE>

United Internet Technologies, Inc. (1)(5)
18081 Magnolia Avenue
Fountain Valley, CA 92708           2,000,000                            9.21%

John H. Wasko (2)
Netcruise.com, inc.
2401 Morris Avenue
Union, NJ 07083                        198,106                              *

Lawrence E. Burk (5)
Netcruise.com, inc.
2401 Morris Avenue
Union, NJ 07083                        334,231                             1.54%

Kathleen M. Preziose
Netcruise.com, inc.
2401 Morris Avenue
Union, NJ  07083                        30,386                           *

S. Charles Tabak (4)
ARC Medical Professional Personnel
36 Route 10W, Suite D
East Hanover, NJ 07936                   22,000                          *

David W. Sass (4) McLaughlin & Stern, LLP 260 Madison Ave. 18th Fl.
New York, NY 10016                       20,000                           *


All Officers and Directors
as a group (5 persons)                  604,723(6)                      2.78%
---------------------
* less than 1%

         (1) Does not  include  two  Warrants,  each  entitling  the  holder  to
purchase  800,000 shares of Common Stock. One warrant is exercisable for 800,000
shares at $2.50 per share and may be  exercised  between  April 1, 2002 and June
30,  2002,  but  only  if  NetCruise  achieves  profits  equal  to or  exceeding
$5,000,000  for the years 1999,  2000 and 2001. The other Warrant is exercisable
for 800,000 shares at $6.00 per share and may be exercised between April 1, 2002
and June 30, 2002, but only if NetCruise  achieves profits equal to or exceeding
$10,000,000 for the years 1999, 2000 and 2001.

         (2) Includes  19,362  shares of Common Stock owned of record by Joan E.
Wasko, John Waskoss.s wife, of which Mr. Wasko disclaims  beneficial  ownership,
but of which he may be  deemed  beneficial  owner,  a five  (5) year  option  to
purchase 60,000 shares of the  Companyss.s  Common Stock at a price of $1.50 per
share granted to Mr. Wasko by the Company on November 15, 1999,  8,214 shares of
Common  Stock  issuable  upon  conversion  of Mr.  Wasko's  prorata  share  of a
Convertible  Note in the principal amount of $12,500 and warrants to purchase up
to 93,864 and 16,666  shares of common stock at an exercised  price of $0.50 per
share issued on November 5, 1999 and March 10, 2000 respectively..

         (3) Includes a five (5) year option to purchase an aggregate of 200,000
shares of Common  Stock at a price of $1.50 per share  granted on  November  15,
1999 and warrants to purchase up to 104,308 and 24,923 shares of common stock at
an  exercised  price of $0.50 per share issued on November 5, 1999 and March 10,
2000 respectively.

         (4) Includes a five (5) year option to purchase 15,000 shares of Common
Stock at a price of $1.50 per share granted on November 15, 1999.
<PAGE>
          (5) Does not  include  two  warrants  issued  in  connection  with the
acquisition of assets from UIT, each  entitling Mr. Brian Shuster,  President of
UIT to purchase  200,000 shares of the Companyss.s  Common Stock. One warrant is
exercisable  for 200,000 shares at $2.50 per share and may be exercised  between
April 1, 2002 and June 30, 2002, but only if NetCruise achieves profits equal to
or exceeding  $5,000,000 for the years 1999, 2000 and 2001. The other warrant is
exercisable  for 200,000  shares at $6.00 per share an may be exercised  between
April 1, 2002 and June 30, 2002, but only if NetCruise achieves profits equal to
or exceeding $10,000,000 for the years 1999, 2000 and 2001.

         (6)Includes a five (5) year option to purchase  20,000 shares of common
stock at a price of $1.50 per share  granted on November 15, 1999 and a five (5)
year  warrant to  purchase  up to 10,386  shares of common  stock at an exercise
price of $0.50 per share issued on November 5, 1999.

         (7)  Includes  all of the  options  granted  to  certain  officers  and
directors pursuant to the foot notes numbered (1) through (6) above.


Item 12.  Certain Relationships and Related Transactions

              In  February  1995,  Loeb  Holding  Corporation,  as escrow  agent
(Loeb), for Warren D. Bagatelle, HSB Capital, trusts for the benefit of families
of  two  principals  of  Loeb  Holding   Corporation   and  three   unaffiliated
individuals,  agreed  to loan the  Company  $500,000  evidenced  by a series  of
Convertible Promissory Notes (Convertible Promissory Notes). In September, 1995,
Loeb converted the  Convertible  Promissory  Notes into 841,455 common shares of
the  Company  and two Term  Promissory  Notes,  one in the  principal  amount of
$475,000 and the other in the principal amount of $25,000.

         On August 11,  1995,  Robotic  Lasers,  Inc.  acquired  Travel  Link by
issuing  1,682,924  shares of  restricted  new  Common  Stock of the  Company in
exchange  for the  shares of the  common  stock of Travel  Link  owned by Joseph
Cutrona,  Mark A. Kenny and Steven E. Pollan,  which  represented all the issued
and outstanding shares of common stock of Travel Link.

         On September 5, 1995 the Company  entered into a three year  consulting
and investment banking agreement with Loeb Partners Corporation. Under the terms
of the agreement the Company pays Loeb  Partners  Corporation  $3,000 per month.
Loeb  Partners  Corporation  will  also  receive  a fee  for  arranging  private
financing  and  acquisitions.  This banking  agreement  has been extended by the
Company for three (3) years on the same terms. Mr. Warren D. Bagatelle, a former
Director and Chairman of the Company,  is a Managing  Director of Loeb  Partners
Corporation.

         During  December  1995,  Loeb  agreed  to  loan  the  Company  $250,000
evidenced by a series of Convertible  Promissory  Notes.  In November 1996, Loeb
converted the Convertible  Promissory Notes into (i) two Term Promissory  Notes,
one in the principal amount of $237,500 and the other in the principal amount of
$12,500  issued in December 1995 and discussed  below and (ii) 420,728 shares of
Common Stock of the Company,  of which 420,000  shares of Common Stock are owned
by four  unaffiliated  parties.  Loeb  Holding  Corporation  did not receive any
shares of Common Stock in this transaction.

In  March  1998  the  holder  of two Term  Convertible  Promissory  Notes in the
principal amounts of $475,000 and $237,500,  converted $400,000 of the principal
amount of the former  note and  $200,000 of the  principal  amount of the latter
note  into  188,235  shares  and  94,118  shares  respectively  of the  Series A
Preferred Stock of the Company at a price of $2.125 per share.

         The holder of the term promissory notes is Loeb Holding Corporation, as
escrow agent for Warren D. Bagatelle,  Managing Director of Loeb Partners Corp.,
HSB Capital  (of which Mr.  Bagatelle  is a partner),  trusts for the benefit of
families of two principals of Loeb Holding  Corporation  and three  unaffiliated
persons.  Loeb Holding  Corporation  disclaims any beneficial  interest in these
shares.

         The  Term  Promissory  Note in the  amount  of  $25,000  and  the  Term
Promissory  Note in the amount of $12,500 issued in December 1995 were converted
in March 1998 into 400,000  shares of the Common Stock of the Company at a price
of $0.09375 per share.
<PAGE>
         During  November  and  December  1996,  the  Company  and Loeb  Holding
Corporation signed four eighteen (18) month Convertible Promissory Notes whereby
Loeb  Holding  Corporation  loaned the  Company  the sums of  $75,000,  $30,000,
$10,000 and $95,000 (totaling $210,00). The Promissory Notes which bear interest
at 10%, matured on May 11, 1998, May 25, 1998, June 2, 1998 and June 9, 1998. In
March 1998,  Loeb,  converted the total principal amount of the four Convertible
Promissory  Notes  ($210,000) into 98,824 shares of the Series A Preferred Stock
of the Company at a price of $2.125 per share.

         In November 1998 the Company entered into an Acquisition Agreement with
a company  newly  formed by a management  group led by Mark A. Kenny,  a Company
founder and former  director.  This new company was organized for the purpose of
this acquisition. Mr. Kenny is still a shareholder of the Company.

         On November 5, 1999,  Lawrence E. Burk,  John H. Wasko and  Kathleen M.
Preziose were issued Warrants to purchase  shares of restricted  Common Stock of
the Company as full consideration of their having released the Company from it's
obligation to pay them for accrued but unpaid compensation due them according to
the following schedule.

o Each  officer  will be issued a warrant  to  purchase  2 shares of  restricted
common stock for each one dollar of unpaid compensation.

o Each Warrant is exercisable at $0.50 per share and may be exercised  following
the end of the salary resduction period. o Warrant exercise period of 5 years.

Pursuant to the above schedule,  on November 5, 1999,  Messrs.  Burk,  Wasko and
Preziose were issued  Warrants to purchase up to 104,308  shares,  93,841 shares
and 10,386 shares  respectively.  On March 16, 2000, Messrs. Burk and Wasko were
issued  additional   Warrants  to  purchase  24,923  shares  and  16,666  shares
respectively.

         On March 6,  2000 the  Company  completed  a private  placement  of its
$.0001  par value  common  stock in a series of  related  transactions  with Mr.
Joseph  Perri,  who was a  private  investor  with  interests  in  real  estate,
communications  technology and Internet companies. Mr. Perri purchased 9,487,500
shares of the Company's common stock for a cash purchase price of $1,897,500 and
converted $375,000 of outstanding Company debt held by him into 2,875,000 shares
of common stock.  In a separate  transaction,  Mr. Perri purchased an additional
299,508 shares of the Company's common stock held by a third-party  investor for
a cash purchase price of $74,877. As a result of these transaction, Mr. Perri is
now the controlling shareholder of the Company.

         Simultaneously with the private placement transaction, the Company paid
$172,500 to third parties in full satisfaction of an additional  $412,500 of its
outstanding debt obligations.

         As a result  of  these  transactions,  Mr.  Perri  acquired  a total of
12,662,008  issued and  outstanding  shares of the Company's  common  stock,  or
approximately  59.38%  of the  21,161,384  total  shares  currently  issued  and
outstanding, and the Company reduced its outstanding debt obligations $787,500.

         The Company also entered into two option agreements with Mr. Perri. One
of the  option  agreements  grants  him the  right  to  purchase  an  additional
4,625,000  shares of common stock for a cash  purchase  price of $600,000 in the
event the  Company  does not enter  into  certain  agreements,  presently  under
discussion with another  shareholder and it's  affiliates,  relating to contract
interpretation  issues and their  holdings of debt and equity  interests  in the
Company,  on or before April 15, 2000.  The other  option  agreement  grants Mr.
Perri  the  right  to  maintain  his  percentage  interest  in  the  issued  and
outstanding  common stock of the Company by purchasing  additional  shares for a
purchase  price of $.20 per share in the event  the  Company  sells or issues to
third  parties  additional  shares  of its  common  stock  or  other  securities
convertible into its common stock.

          For the year ended  December  31, 1999 the Company paid to the firm of
McLaughlin  & Stern,  LLP the sum of $98,446 for legal  services.  Mr.  Sass,  a
director of the Company, is a member of said firm.
<PAGE>
         The Company  believes that each of these  transactions was entered into
on terms at least as favorable to the Company as could have been  obtained  from
unaffiliated third parties.


Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-k

(a)      (1)  Financial Statements
              Included in Part II of this report:

              Balance Sheets - December 31, 1999 and 1998.

              Statements of Operations  During the  Development  Stage - For the
              Period  from  Inception  through  December  31, 1999 and the Years
              Ended December 31, 1999 and December 31, 1998.

              Statements of Cash Flows - For the Period from  Inception  through
              December  31, 1999 and for the Years Ended  December  31, 1999 and
              December 31, 1998.

              Statement  of  Changes in  Stockholdersss.  Equity - For the Years
              Ended December 31, 1999 and December 31, 1998.

              Notes to Financial Statements
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

         (2)  Exhibits

3.1* Registrantss.s Articles of Incorporation

3.2* Registrantss.s By-Laws

4.1* Form of Common Stock Certificate

4.2* Redeemable Warrant Agreement with Form of Class A and Class B Warrant

4.3** Redeemable Class X and Class Y Warrant issued to Brian Shuster to purchase
up to 200,00 shares of the Company's Common Stock.

4.4**  Redeemable  Class  V and  Class  W  Warrant  issued  to  United  Internet
Technologies,  Inc. to purchase up to 800,00  shares of the  Companyss.s  Common
Stock.

9.1** Copy of  Agreement  dated June 30,  1999  between  the  Company and United
Internet Technologies,  Inc., formerly known as United Leisure Interactive, Inc.
relating to the purchase of a technology license and certain related assets.

9.2***  Copy of  Agreement  dated  November  6, 1998  between  the  Company  and
Corporate  Travel  Link,  Inc.,  a  wholly  owned  subsidiary  of  the  Company,
TranspoNet, Mark A. Kenny, Paul Murray and Gen 02, Inc., relating to the sale of
the Genisys Reservation Systems business.

10.21****  Subscription  Agreement  dated March 1, 2000  between the Company and
Joseph Perri.

10.22**** Debt Conversion  Agreement dated March 1, 2000 between the Company and
Joseph Perri.

10.23**** Agreement for purchase of NetCruise.com, Inc. common stock dated March
1, 2000 between Loeb Holding Corporation, as Agent, and Joseph Perri.

10.24**** Anti-dilution option agreement dated March 1, 2000 between the Company
and Joseph Perri.

10.25****  Contingency  Agreement  dated  March 1, 2000  between the Company and
Joseph Perri.

All of the above referenced documents marked with an (*) are incorporated herein
by  reference  to the  Exhibit  bearing  the same  number in the  Registrantss.s
Registration Statement on Form SB-2, File No. 333-15011.
<PAGE>
All of the  above  referenced  documents  marked  with an (**) are  incorporated
herein by  reference  to the  Exhibit the  Companyss.s  Form 8-K dated March 26,
1998.

All of the above  referenced  documents marked with an (***) are incorporated by
reference to the Exhibits to the Registrant's  Form 10-KSB-A for the fiscal year
ended December 31, 1998.

All of the above referenced  documents marked with an (****) are incorporated by
reference to the Exhibits to the Company's Form 8-K dated March 17, 2000.

(b)      (1)  Reports on Form 8-K

              Form 8-K filed one March 17, 2000

<PAGE>
                        INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                      Page

Independent Auditors' Report                                          F-2

Consolidated Financial Statements:

Consolidated Balance Sheets at December 31, 1999 and 1998             F-3

Consolidated  Statements of Operations for the Years Ended
December 31, 1999 and 1998 and the  Period  From  March 7, 1994
(commencement  of  development  stage activities) to
December 31, 1999                                                     F-4

Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1999 and 1998 and for the
Period from inception to December 31, 1999                            F-5

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999 and 1998, and the Period From March 7,
1994 (commencement of development stage activities) to
December 31, 1999                                                     F-6


Notes to Consolidated Financial Statements                       F-7 to F-16





<PAGE>
                                INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
netcruise.com, inc.
(Formerly Genisys Reservation Systems, Inc.)
(A Development Stage Company)


We have audited the  accompanying  consolidated  balance  sheets of  netcruise.com,  inc. and  subsidiaries  (formerly
Genisys  Reservation  Systems,  Inc.) as of  December  31, 1999 and 1998 and the related  consolidated  statements  of
operations,  changes in  stockholders'  equity and cash flows for the years ended  December 31, 1999 and 1998, and for
the period from March 7, 1994  (commencement  of development  stage  activities) to December 31, 1999. These financial
statements are the  responsibility of the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the consolidated  financial  statements  referred to above present fairly, in all material  respects,
the  financial  position of  netcruise.com,  inc.  and  subsidiaries  at December 31, 1999 and 1998 and the results of
their  operations  and their cash flows for the years ended  December 31, 1999 and 1998, and for the period from March
7, 1994  (commencement of development  stage  activities) to December 31, 1999, in conformity with generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming  that the  Company  will  continue  as a going
concern.  As discussed in Note 2 to the  financial  statements,  the Company is a  development  stage  company and has
suffered  recurring  losses  from  operations  that raise  substantial  doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in Note 2. The  financial  statements do
not include any adjustments that might result from the outcome of this uncertainty.






                                                                                WISS & COMPANY, LLP


Livingston, New Jersey
March 3, 2000

                                      F-2
<PAGE>
                       netcruise.com, inc. and subsidiaries
                   (Formerly Genisys Reservation Systems, Inc.)

                           Development Stage Companies

                           CONSOLIDATED BALANCE SHEETS

                                                                                               December 31,

                                      ASSETS                                              1999                1998

CURRENT ASSETS:

   Cash and equivalents                                                                       $ 55,371          $ 145,921
   Accounts receivable, less allowance for doubtful
    accounts of $15,000 (1998)                                                                   7,107             67,174
   Prepaid advertising                                                                         360,345            167,090
   Prepaid expenses and other current assets                                                   24,266                835
         Total Current Assets                                                                  447,089            381,020
INVESTMENT IN, AND ADVANCES TO, GEN 02, INC.                                                         -            664,204
PROPERTY AND EQUIPMENT                                                                         130,762             91,400
COMPUTER SOFTWARE , TECHNOLOGY LICENSE  AND
    RELATED ASSETS, LESS ACCUMULATED AMORTIZATION                                            1,748,289          2,209,175
OTHER ASSETS                                                                                  133,120             94,638

                                                                                           $2,459,260         $3,440,437

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

   Notes payable - related parties                                                           $ 622,500           $ 21,875
   Accounts payable and accrued expenses                                                       516,316            208,509
   Accrued interest payable - related parties                                                 210,586            179,758
         Total Current Liabilities                                                          1,349,402            410,142

LONG-TERM DEBT, LESS CURRENT MATURITIES                                                             -             90,625

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

   Preferred stock, $.0001 par value: 24,294,000 shares
     authorized, none outstanding                                                                    -                  -

   Series A preferred stock, $.0001 par value, 706,000 shares
     authorized; issued and outstanding - 381,177 shares                                            38                 38

   Common stock, $.0001 par value: 75,000,000 shares authorized;
     issued and outstanding - 8,345,819 shares (1999) and 6,913,965 shares (1998)                  834                691

   Additional paid-in capital                                                               10,095,320          8,518,558

   Deficit accumulated during development stage                                             (8,986,334)        (5,579,617)
         Total Stockholders' Equity                                                         1,109,858          2,939,670

                                                                                           $2,459,260         $3,440,437
           See accompanying notes to consolidated financial statements.

                                       F-3

<PAGE>
              netcruise.com, inc. and subsidiaries
          (Formerly Genisys Reservation Systems, Inc.)
                   Development Stage Companies
              CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                     Period from
                                                                                                    March 7, 1994

                                                                                                           (Commencement of
                                                                                                     Development
                                                                                                         Stage Activities) to

                                                                      Year Ended December 31,                  December 31,
                                                                       1999            1998             1999

SERVICE REVENUES                                                       $ 275,426        $ 115,677                        $ 438,739

EXPENSES:

    Cost of services                                                      119,249          154,278                          298,519
    General and administrative:
    Payroll                                                               895,247          810,939                        2,855,782
    Depreciation and amortization                                         759,517          554,114                        1,514,317
    Professinal fees                                                      562,152          311,432                        1,515,706
    Travel and entertainment                                               55,047           65,638                          270,700
    Advertising and promotion                                              78,215           65,726                          280,440
    Other                                                                 512,925          398,628                        1,509,220
    Interest expense (income), net                                        25,579           (20,507)                        231,278
                                                                       3,007,931        2,340,248                        8,475,962

LOSS BEFORE EQUITY IN GEN 02, INC.                                     (2,732,505)      (2,224,571)                      (8,037,223)

EQUITY IN LOSS OF GEN 02, INC.                                           (674,212)        (119,918)                        (815,903)

NET LOSS                                                              $(3,406,717)     $(2,344,489)                     $(8,853,126)

WEIGHTED AVERAGE NUMBER OF

    COMMON SHARES OUTSTANDING                                          7,644,597        5,561,000                        4,054,037

BASIC AND DILUTED LOSS

 PER COMMON SHARE                                                          $ (.48)          $ (.42)                         $ (2.18)


  See accompanying notes to consolidated financial statements.


                               F-4


<PAGE>
   netcruise.com, inc. and subsidiaries
      (Formerly Genisys Reservation Systems, Inc.)
        Development Stage Companies
                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY




                                                                                                                          Deficit
                                                                                                                         Accumulated
                                            Amount         Series A Preferred                               Additional    During the
                                            Per         Stock                         Common Stock          Paid-in     Development
                                            Share       Shares      Par Value    Shares     Par Value       Capital          Stage

INCEPTION TO DECEMBER 31, 1997:

Issuance of common stock in August 1995 for
 for services received in 1996 and 1995        $ .01     -           $ -     1,682,924          $ 168      $ 19,432           $ -
Net liabilities (principally accounts payable)
 assumed in reverse acquisition in
 August 1995                                    (.05)    -             -       280,487             28       (14,115)            -
Conversion of related party debt into
 common stock in 1996                            .02     -             -       841,455             84        13,322             -
Issuance of common stock in 1996 for:
 Cash                                           2.00     -             -        55,000              6       109,994             -
Conversion of stockholder note                  .02      -             -       420,766             42         6,661             -
Issuance of warrants in 1996                      -      -             -             -              -        10,350             -
Contribution to capital by stockholder/officer    -      -             -             -              -       235,400             -
Proceeds from public offering in 1997 of
common stock
 and warrants, less related costs               5.00     -             -     1,035,000            103     4,507,812             -
Conversion of convertible
 notes into common stock in 1997                2.00     -             -        15,000              2        29,998             -
Issuance of common stock
 upon exercise of option in 1997                 .60     -             -        25,000              3        14,997             -
Losses incurred during the development stage      -      -             -             -              -             -     (3,235,128)

BALANCES, DECEMBER 31, 1997                               -             -     4,355,632            435     4,933,851    (3,235,128)

   Issuance of stock upon Sterling acquisition   1.50     -             -        25,000              3        37,947             -
   Issuance of common stock upon
     acquisition of UIT assets                   1.53     -             -     2,000,000            200     2,499,800
   Conversion of convertible notes into:
      Common stock                                .09     -             -       400,000             40        37,460             -
      Series A preferred stock                   2.125   381,177        38                                    809,963
   Issuance of common stock for cash             1.50                           133,333             13        199,987            -
   Net loss                                               -             -          -                -             -      (2,344,489)

BALANCES, DECEMBER 31, 1998                              381,177        38     6,913,965            691     8,519,008    (5,579,617)

   Private placements                           1.50       -             -       866,667             87     1,277,913             -
   Issuance of stock relating to
    Sammy's acquistion                          1.50       -            -         36,600                          4          54,896
   Issuance of additional stock
      relating to GEN02                        3.00        -             -         4,844              -        14,532             -
   Issuance of stock for cash                  0.20        -             -       500,000             50        99,950             -
   Issuance of stock for services              1.05        -             -        23,743              2        25,008             -
   Warrants issued to employees                            -             -             -              -       104,463
   Net loss                                                -             -             -              -            -     (3,406,717)

BALANCES, DECEMBER 31, 1999                             381,177         $ 38    $8,345,819         $ 834   $10,095,770  $(8,986,334)


     See accompanying notes to consolidated financial statements.

                                       F-5

<PAGE>
             netcruise.com, inc. and subsidiaries
         (Formerly Genisys Reservation Systems, Inc.)
                  Development Stage Companies
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                  Period from
                                                                                                March 7, 1994
                                                                                               (Commencement of
                                                                                                  Development
                                                                                             Stage Activities) to

                                                                 Year Ended December 31,              December 31,
                                                                     1999          1998                  1999

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                     $ (3,406,717)$ (2,344,489)              $ (8,896,334)
   Adjustments to reconcile net loss to net
     cash flows from operating activities:
    Equity in loss of GEN 02, Inc. since its inception,
     less cash items                                                 678,736      119,918                    798,654
    Depreciation and amortization                                    759,517      534,503                  1,627,914
    Issuance of common stock for services                            129,473            -                    129,473
    Contribution to capital for services rendered                          -            -                     49,600

    Changes in operating assets and liabilities:
      Accounts receivable                                             60,067      (59,296)                    (8,013)
      Prepaid expenses and other current assets                     (215,886)      (7,478)                  (228,731)
      Deposits and other                                              (5,839)      (6,360)                   (74,522)
      Accounts payable and accrued expenses                          323,243       41,775                    705,000
        Net cash flows from operating activities                  (1,677,406)  (1,721,427)                (5,896,959)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software                              (307,368)    (445,007)                (1,857,350)
   Acquisition of Prosoft, Inc.                                            -            -                    (34,601)
   Acquisition of Sammy's Travel                                       6,224            -                      6,224
   Advances to GEN 02, Inc.                                               -       (40,000)                   (40,000)
        Net cash flows from investing activities                    (301,144)    (485,007)                (1,925,727)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds (payments) of notes payable - related parties            510,000      (92,986)                   338,674
   Proceeds from public offering of common
    stock and warrants net of deferred offering costs              1,278,000            -                  5,785,915
   Contribution to capital - stockholder/officer                           -            -                    205,400
   Proceeds from notes payable                                             -            -                    955,000
   Proceeds from sale  and lease back                                      -            -                    294,644
   Proceeds from sale of common stock                                      -      200,000                    310,000
   Payments on 10% promissory note, net                                    -            -                    (46,000)
   Payments under computer lease equipment                                 -            -                    (63,076)
   Other, net                                                       100,000       37,500                     187,500

        Net cash flows from financing activities                  1,888,000      144,514                   7,968,057

NET CHANGE IN CASH AND EQUIVALENTS                                   (90,550)  (2,061,920)                    55,371
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                            145,921    2,207,841                          -
CASH AND EQUIVALENTS, END OF PERIOD                                 $ 55,371    $ 145,921                   $ 55,371


SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                   $ 33,512     $ 27,824                  $ 201,834
   Issuance of common stock for UIT assets                              $ -  $ 2,500,000                $ 2,500,000
   Conversion of related party debt into common stock                   $ -     $ 37,500                   $ 37,500
   Conversion of convertible notes payable
    to common stock                                                     $ -          $ -                   $ 30,000
   Conversion of related party debt into Series A preferred stock       $ -    $ 810,000                  $ 810,000
   Net assets exchanged for investment in GEN 02, Inc.                  $ -    $ 744,122                  $ 744,122
   Issuance of common stock for Sammy's Travel assets              $ 54,900          $ -                   $ 54,900


 See accompanying notes to consolidated financial statements.

                                       F-6
<PAGE>
NOTE 1  -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Development  Stage Activities - Although planned  principal  operations
have commenced,  revenues to date have not been  significant;  accordingly,  the
Company and its subsidiaries continue to be in the development stage.

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

         Principles of  Consolidation - The  consolidated  financial  statements
include the  accounts of the Company and its  majority-owned  subsidiaries.  All
significant  intercompany  transactions  and accounts  have been  eliminated  in
consolidation.

         Financial   Instruments  -  Financial   instruments  include  cash  and
equivalents,  other assets,  accounts  payable,  accrued  expenses and long-term
debt. The amounts reported for financial instruments are generally considered to
be reasonable  approximations of their fair values,  based on market information
available to management; the difference is not considered significant.

         Cash and  Equivalents  - The Company  considers  all highly liquid debt
instruments  purchased  with an original  maturity of three months or less to be
cash equivalents.

         Concentration of Credit Risk - The Company  maintains its cash balances
in several financial institutions.  The accounts at each institution are insured
by the Federal Deposit Insurance Corporation up to $100,000.

         Impairment  -  In  accordance   with  generally   accepted   accounting
principles,  the Company  reviews its long-term  assets for possible  impairment
each year based upon management's estimate of future long-term undiscounted cash
flows from the related assets. When impairment on this basis is indicated,  such
assets are written down to estimated fair value.

         Direct  Response  Advertising - The Company  capitalizes the production
costs of each infomercial.  Where customer response records are deemed adequate,
such  costs  will be  amortized  over the  period of future  benefit  based upon
estimated  gross revenues;  otherwise,  they will be expensed at the date of the
first public showing.

         Investment  in and  Advances  to Gen 02,  Inc. - The  Company  reported
contingent  payments  received  from Gen 02, Inc. on the cost  recovery  method.
Although  any  earnings  were to be  reported on the equity  method,  all losses
incurred by Gen 02, Inc. to the extent of the Company's  carrying  amount of the
assets transferred plus advances were reported in full by the Company, since the
only other capital  contributed to Gen 02, Inc. was $50. The nonmonetary  assets
transferred  by the Company to Gen 02, Inc. were recorded by Gen 02, Inc. at the
Company's historical cost basis; depreciation and amortization was recorded on a
straight-line basis over the remaining lives of the assets transferred.

                                      F-7

<PAGE>
         In the fourth quarter of 1999,  management  considered  this investment
fully impaired and it was written off.

         Property and  Equipment - Property and equipment are stated at cost and
depreciation is provided using the straight-line method over an estimated useful
life of 5 years.

         Computer   Software   Costs  and   Technology   Licenses-  The  Company
capitalizes  the direct costs of  materials,  services and interest  consumed in
software  development.  Such costs are being amortized on a straight-line  basis
over three years,  subject to periodic  evaluation for  impairment.  The cost of
acquired  technology  licenses and related assets are being  amortized over five
years.  It is  reasonably  possible  that the  remaining  economic life of these
assets and/or the carrying  amounts could be reduced  significantly  in the near
term, due to future developments.

         Revenue  Recognition - The Company  recognizes travel  commissions when
the customer has paid the entire amount and the commission  becomes  collectible
from the travel source.

         Debt  Issue  Costs  -  Costs  related  to  the  issuance  of  debt  are
capitalized  and amortized over the term of the related debt as an adjustment to
interest expense.

         Income  Taxes - Deferred  tax assets and  liabilities  are computed for
temporary  differences  between the financial  statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future,
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
temporary   differences  are  expected  to  affect  taxable  income.   Valuation
allowances are  established  when necessary to reduce deferred tax assets to the
amount expected to be realized.

         Stock  Based  Compensation  -  The  Company  accounts  for  stock-based
compensation   using  the  intrinsic  value  method   prescribed  in  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations.  Accordingly,  compensation cost for options granted by
the Company is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock.

         Had compensation  cost been based upon the fair value of the options on
the date of grant, the Company's  proforma net loss and net loss per share would
have  been   approximately   ($3,830,000)  or  ($.50)  per  share  in  1999  and
approximately  $(2,681,000)  or ($0.48) per share in 1998. The fair value of the
options  were  estimated  at the date of grant  using the  Black-Scholes  option
pricing  model  with  the  following  weighted-average  assumptions,   risk-free
interest rates of 5.0%, dividend yield of 0.0%,  volatility factor equal to 163%
(1999)  and 70%  (1998) and an  expected  life  equaling  the  options  exercise
periods.

         Net Loss Per Common  Share  -Basic loss per share  represents  net loss
after preferred  dividend  requirement  (Note 3) divided by the weighted average
number of outstanding  common shares.  The shares  issuable upon the exercise of
outstanding  warrants and options or upon  conversion of  outstanding  debt have
been excluded since the effect would be antidilutive,  due to net losses for all
periods presented; accordingly, diluted loss per share is the same as basic loss
per share for all periods  reported.  Common  shares and warrants  issuable upon
contingencies  described  in Note 7 are being  excluded  from basic and  diluted
earnings  (loss)  per  share  until  the  beginning  of the year if and when the
contingencies are met.

                                      F-8
<PAGE>
NOTE 2 - OPERATING AND LIQUIDITY DIFFICULTIES AND MANAGEMENT'S PLANS TO OVERCOME:

         The  accompanying   financial  statements  of  the  Company  have  been
presented  on the  basis  that it is a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has reported net losses since inception and expects to
incur additional  operating losses over the next several  quarters.  The Company
has also experienced  liquidity  difficulties  since inception,  and in order to
market the Company's internet travel business may need additional financing. The
Company has financed its operations  since  inception with the proceeds from the
issuance  of  long-term  debt,  with the  proceeds  from its public and  private
offerings and loans from related parties.

         From  inception to November 6, 1998, the operations of the Company were
devoted  to market  research  and  developing  a system  for  computerizing  the
limousine reservation and payment system. Upon completion, the Company commenced
generating limited revenues.
(See Note 3 for status of this business.)

         As of November 5, 1998,  the Company  began  generating  revenues  from
shared  commissions  earned by the network of Sterling Travel  Consultants  (see
Note 3), although revenues to date have not been significant.  Management of the
Company expects the internet travel business to be fully operational in mid-2000
and is planning  to begin  television  marketing  of the  Company's  products in
mid-2000. The Company plans to continue an aggressive marketing campaign as well
as expand its network of travel consultants throughout 2000.

         In March 2000,  the Company  completed  a private  placement  of common
stock and received  gross  proceeds of $2,272,500  (Note 9). With these proceeds
and the anticipated cash to be received from revenues, the Company believes that
it will have sufficient  resources to provide for its planned operations for the
next  twelve  months.  At the  present  time,  the  Company  does  not  have any
alternative  plans to raise additional funds needed to market its web site or to
fund cash shortfalls should anticipated  revenues not be achieved.  It should be
noted that  considerable  uncertainty  exists with regard to future revenues and
cash  flows.  The  Company  is still in the  developmental  stage  with  limited
revenues  to date in a new  market  with  rapidly  changing  technology.  Future
revenues and cash flows are subject to a wide range of possible outcomes.

         Reference  should be made to  "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations"  included  elsewhere  herein for
additional information.

                                      F-9
<PAGE>
NOTE 3 - ACQUISITIONS, EXCHANGE OF ASSETS FOR INTEREST IN NON MAJORITY OWNED ENTITY AND BUSINESS SEGMENTS:

         Net  Cruise  -  As  of  June  30,  1998,  the  Company's  newly  formed
subsidiary,  Net Cruise  Interactive,  Inc.  ("Net  Cruise")  acquired  computer
software,   a  technology   license  and  related  assets  from  United  Leisure
Interactive,  Inc.  ("UIT") in exchange for  2,000,000  shares of the  Company's
stock and two warrants ("Warrants").

         The Company and UIT subsequently  restructured the transactions so that
1,100,000  shares of the  Company's  Common  Stock owned by UIT and the Warrants
were replaced with 1,100,000 shares of Convertible Series B Preferred Stock (the
"Series B Preferred Stock") which was  automatically  convertible into 1,100,000
shares of the Company's Common Stock upon  Shareholder  approval of the issuance
of the 1,100,000 shares of Series B Preferred Stock and the Warrants. The Series
B Preferred  Stock was  non-voting  stock and  carried a  mandatory  dividend of
$275,000,  payable on September 30, 1999 and a mandatory  quarterly  dividend at
the rate of $68,750  commencing  with the quarter  ended  December 31, 1999.  No
dividend  was  payable  after the  shareholders  approved  the  issuance  of the
1,100,000  shares Common Stock and Warrants  prior to the time that the dividend
was  payable.  The  shareholders  ratified  the  acquisition  in  October  1999;
accordingly,  the Series B  Preferred  Stock was  automatically  converted  into
1,100,000  shares of the  Company's  Common Stock and the Company was issued two
warrants,  each to purchase 800,000 shares of Common Stock. (Reference should be
made  to Item  1,  Business  -  General  for  additional  information  on  these
transactions.)

         Although the $275,000 was due as of December 31, 1999,  it has not been
declared;  accordingly,  it remains in arrears  and has not been  recorded  as a
liability.

         Other - On November 5, 1998,  the Company  acquired  the assets and the
business of Sterling AKG Corp.  d/b/a Sterling  Travel  ("Sterling")  for 25,000
shares of common stock and contingent shares (See Note 7).

In February 1999, the Company acquired Sammy's Travel World, Inc. ("Sammy's"), a
travel  agency  for  36,600  shares  of common  stock  valued at $1.50 per share
($54,900).

         Accounting - For accounting purposes,  the fair value of the shares has
been allocated to the assets  acquired based upon  management's  estimate of the
relative fair values.  No value has been placed on the warrants issued UIT or on
the  contingent  shares  issuable to Sterling,  as the value is contingent  upon
future  earnings.  When the  contingency  is  resolved,  the  fair  value of the
warrants and shares will be treated as an additional cost of the acquisitions.

         The   acquisitions   have  been   accounted  for  as  a  purchase  and,
accordingly,  Sterling  and  Sammy's  have  been  included  in the  consolidated
financial  statements as of the date of acquisition.  Pro forma results assuming
the acquisitions had occurred as of January 1, 1998 have not been presented,  as
the  acquisitions  of Sterling and Sammy's were not deemed  significant  and the
acquisition of assets from UIT was not of a business.

         Exchange of Assets - In November 1998, the Company  decided to exchange
the assets of its  computerized  limousine  reservation and payment system for a
32.7% interest in Gen O2, Inc., a Company newly formed by a former  director and
founder of the Company,  and contingent payments for a period of five years. For
financial  reporting  purposes,  this exchange resulted in a change in reporting
from consolidation (for periods prior to November 6, 1998) to the equity basis.

                                      F-10
<PAGE>
         Business  Segment - The Company is  presently  engaged in one  business
segment,  computerized applications for travel. This business presently includes
the  operations  of  Sterling  and  Sammy's,  as well as the  development  stage
activities  from  UIT.  Gen 02,  Inc.  which is 32.7%  owned is  engaged  in the
marketing of a computerized limousine reservation and payment system.

         Summarized unaudited information on Gen 02, Inc. is as follows:

                                                                           Year Ended          November 6, 1998
                                                                          December 31,                to
                                                                               1999           December 31, 1998
                                                                       -------------------    -----------------


           Expenses:
              Cost of services                                                   96,195                  1,794
              General and administrative                                        326,245                 65,826
              Depreciation and amortization                                     411,408                 66,591
              Write-off of computer software                                    202,231                 -
                                                                           ------------           -------------
                                                                              1,036,079                134,211
                                                                            -----------           ------------

           Net loss                                                         $  (749,245)           $  (199,918)


           Capital expenditures                                            $     13,565           $    221,697
                                                                           ============           ============


                                                                                      December 31,
                                                                                 -------------------------
                                                                               1999                  1998
                                                                         ---------------       ----------

           Current assets                                                  $     45,808           $     34,229

           Property and equipment                                               117,428                198,098

           Computer software costs                                               -                     520,986

           Other assets                                                          43,129                  7,420
                                                                           ------------             ----------
                                                                            $   206,365            $   760,733
                                                                           ============             ==========
           Current liabilities                                              $   214,925           $     74,529

           Due to Company and Transponet                                         63,021                 62,000


           Equity                                                               (71,581)               624,204
                                                                            -----------             -----------
                                                                            $   206,365            $   760,733
                                                                           ============             ==========


                                      F-11
<PAGE>
        During the fourth  quarter of 1999,  the Company's  planned sale of its
interest  in GEN 02 did not  occur  and  management  decided  to  write-off  its
investment which relates primarily to Gen 02's computer  software.  Accordingly,
this asset was written-off as of December 31, 1999.

NOTE 4  -       PROPERTY AND EQUIPMENT:

         Property and equipment at December 31, 1999 and 1998 are  summarized as
follows:

                                                                                        December 31,
                                                                            ------------------------
                                                                                 1999                1998
                                                                             ------------        --------

                  Computer equipment                                            $140,474           $  98,925
                  Furniture and fixtures                                          30,380               6,509
                  Furniture and fixtures                                           2,105              -
                                                                             -----------      ---------
                                                                                 172,959             105,434
                  Less: Accumulated depreciation                                  42,197              14,034
                                                                              ----------          ----------

                                                                                $130,762           $  91,400
                                                                                ========           =========

NOTE 5  -       NOTES PAYABLE - RELATED PARTIES:

         Term promissory  notes payable to related parties  provided for accrued
interest  at the  rate of 9% per  annum  and  were  convertible  into  Series  A
Preferred  Stock.  In March  1998,  $600,000  of the notes were  converted  into
282,353  shares of Series A Preferred  Stock of the Company  and, in March 1998,
notes in the amount of  $37,500  were  converted  into an  aggregate  of 400,000
common shares of the Company.

NOTE 6  -       INCOME TAXES:

         Deferred income taxes reflect the net effects of temporary  differences
between the amounts of assets and liabilities for financial  reporting  purposes
and the amounts used for income tax purposes. The principal temporary difference
arises from net operating loss carryforwards and results in a deferred tax asset
of approximately $3,500,000 at December 31, 1999.

         A valuation  allowance is provided when it is more likely than not that
some portion of the  deferred  tax asset will not be  realized.  The Company has
determined,  based on its recurring net losses, and it being a development stage
company, that a full valuation allowance is appropriate at December 31, 1999.


                                      F-12
<PAGE>




         A reconciliation  of the provision  (benefit) for income taxes computed
at the federal statutory rate of 34% and the effective tax rate of income (loss)
before income taxes is as follows:

                                                                                  Year Ended December 31,
                                                                              ---------------------------
                                                                                  1999                1998
                                                                            ---------------     ----------
         Computed tax benefit on net loss at
         State income tax benefit, net of federal income
         Tax effect of net operating losses not currently usable                 1,310,000              940,000
                                                                               -----------         ------------

         Provision (benefit) for income taxes                             $         -          $         -
                                                                          ================     ===========

        At December 31, 1999, the Company had net operating  loss  carryforwards
of approximately $9,000,000 expiring through 2014.

        Current tax law limits the use of net operating loss carryforwards after
there has been a  substantial  change in ownership  (as defined)  during a three
year period.  Because of the changes in common stock ownership described in Note
9, the use of the Company's net operating loss  carryforwards  are subject to an
annual  limitation of approximately  $500,000.  To the extent amounts  available
under the annual  limitation  are not used,  they are  carried  forward  for the
remainder of 15 years from the year the losses were originally incurred.

NOTE 7  -       STOCKHOLDERS' EQUITY:

        Preferred Stock - The Company's Certificate of Incorporation  authorizes
the issuance of up to 25,000,000  shares of Preferred  Stock. On March 10, 1998,
the Board of Directors  designated  706,000  shares of Series A Preferred  Stock
which are  convertible,  in whole or in part, into fully paid and  nonassessable
Common Shares on a  one-for-one  basis at the option of the  respective  holders
thereof. The Series A Preferred Stock holders are not entitled to the payment of
dividends. The Company, at its sole option, has the right to redeem all or, from
time to time,  any number of the then  outstanding  shares of Series A Preferred
Stock at a redemption  price of $2.125 per share plus a 10% per year increase in
the redemption rate.

        The Board of  Directors  is  authorized  to issue  additional  shares of
Preferred  Stock from time to time in one or more  series and to  establish  and
designate  any such  series  and to fix the  number of shares  and the  relative
conversion rights, voting rights, terms of redemption and liquidation.

        Public  Offering - On March 26, 1997,  the Company  consummated a public
offering of its  securities  consisting  of  1,035,000  shares of common  stock,
1,725,000 Class A Redeemable Warrants and 1,035,000 Class B Redeemable Warrants.
Each  redeemable  warrant is exercisable  for a period of 48 months,  commencing
September  20, 1997 and entitles the holder to acquire one share of common stock
at $5.75 (Class A) or $6.75 (Class B) per share.  Commencing March 20, 1998, the
Company has had the right at any time to redeem  all,  but not less than all, of
the Class A or Class B warrants at a price equal to $.20 per Class A warrant and
$.10 per Class B  warrant,  provided  that the  closing  bid price of the common
stock equals or exceeds $6.25 (Class A) or $7.25 (Class B) per share.

                                      F-13
<PAGE>
        Warrants - Pursuant to a private  offering in May and June 1996, Class A
Redeemable  Warrants  entitling  the holders to purchase  287,500  shares of the
Company's common stock at $5.75 per share through August 2001 were issued.

        Warrants were issued in connection with the UIT transaction described in
Note 3. One warrant is exercisable for 800,000 shares at $2.50 per share between
April 1, 2002 and June 30, 2002, but only if the Company achieves net income (as
defined) of at least  $5,000,000  for 1999,  2000 and 2001. The other Warrant is
exercisable  for 800,000  shares at $6 per share  between April 1, 2002 and June
30,  2002,  but only if Net Cruise  achieves net income (as defined) of at least
$10,000,000  for 1999,  2000 and 2001.  Subsequent to the  acquisition  of UIT's
assets, two of UIT's executives became consultants and directors of the Company.
One of the directors received two warrants to purchase 200,000 shares each under
the same terms as those issued for UIT's assets.

        No value has been placed on these  Warrants,  as the value is contingent
upon future  earnings.  When the contingency is resolved,  the fair value of the
warrants  issued for UIT's assets will be treated as an  additional  cost of the
acquisition and, those to the director, as compensation expense.

        Non-incentive  Options - On  November  15,  1999,  the  Company  granted
350,000  options  entitling  twelve  officers  and  employees  to purchase up to
350,000 shares of common stock at prices ranging from $1.50 to 2.50. At December
1, 1999,  224,165 of these  options  were  exercisable;  the balance will become
exercisable in the year 2000.

        In connection  with the leases  described in Note 5, the Company granted
to the lessor  warrants to purchase 22,098 shares of common stock at an exercise
price of $2 per share.

        Incentive  Options - Grants  under the  Company's  1997 Stock  Incentive
Plan, (the "Plan") are summarized as follows:

                                                                                Year Ended December 31,
                                                                             1999                         1998
                                                              ------------------------------------------------
                                                                               Weighted                       Weighted
                                                                 Shares         Average         Shares        Average
                                                                  Under        Exercise         Under         Exercise
                                                                 Option         Price           Option         Price

                    Balance, beginning of year                     354,500        $5.55          354,000         $6.14
                    Options granted                                 59,000         1.83          122,000          4.44
                    Options exercised                               -             -               -               -
                    Options cancelled                             (335,833)       (5.83)          121,500         -
                                                              -------------      ------         ---------        -------


                    Balance, end of year                            77,667        $1.55          354,500         $5.55

                    Exercisable                                     30,665        $1.50          135,422         $5.77
                                                                ==========        =====          =======         =====
                                      F-14
<PAGE>
NOTE 8  -       COMMITMENTS AND CONTINGENCIES:

         Leases - The  Company  leases  its  administrative  facilities  under a
five-year  lease  expiring in March 2002.  The lease provides for annual rent of
approximately $45,000. The Company also has an office lease expiring in November
2002 which provides for annual rent of approximately $23,500.

         Rent expense totalled  approximately  $80,000 and $72,000 for the years
ended December 31, 1999 and 1998, respectively.

         Consulting  Agreement - In connection  with the  acquisition of Sammy's
(Note 3), the Company agreed to pay an executive  $50,000 per year for two years
and granted  options to purchase  10,000  shares of common  stock at fair market
value.

         Contingencies  - On April 17,  1997,  a former  officer of the  Company
filed an action in the United  States  District  Court,  District of New Jersey,
against the Company,  Travel Link, the officers of both  companies,  and various
related and unrelated parties seeking among other things a declaratory  judgment
that the former  officer is the owner of shares of Common  Stock of the  Company
which had been issued to him at the inception of Travel Link for services he was
to have provided.  In February 2000, the lawsuit was settled  acknowledging that
Mr. Pollan owns 293,216  shares of the Company's  common stock and permitted the
immediate  sale of 100,000 of such  shares at $1-3/8  per share.  The  remaining
shares may be sold  (subject  to market  conditions)  and, if the sales price is
less than $2.25,  the company must make up the  difference;  however,  after six
months the Company may provide an  opportunity  to buy all  remaining  shares at
$2.25 which will  eliminate  the Company"  obligation.  All of the assets of the
Company are pledged as collateral in the amount of $434,736.

NOTE 9  -       SUBSEQUENT EVENT, CHANGE OF CONTROL:

         In March  2000,  the Company  sold  12,362,500  unissued  shares of its
common stock to Joseph Perri for $1,897,500 plus debt due him totalling $375,000
which  arose in the year  2000.  In  connection  with this sale,  the  following
related transactions occurred:

         Indebtedness  of the Company was  extinguished  by use of the  proceeds
above as follows:

                                                                                                  Amount
                                                                                Debt               Paid

               Loeb Holding Corporation                                         $112,500            $112,500
               Warren Bagatelle                                                   90,000              18,000
              Trust F/B/O Thomas L. Kemper                                       210,000              42,000

              In addition, accrued interest of $210,586 was waived.

              If this sale of common stock and  satisfaction of indebtedness had
              incurred on December 31, 1999,  the  Company's  condensed  balance
              sheet would have been as follows:



                  Current assets                                            $2,547,089
                  Other assets                                               2,012,171
                                                                           -----------
                                     F-15
<PAGE>
                  Current liabilities                                      $   726,316
                  Stockholders' equity                                       3,832,944
                                                                           -----------
                                                                            $4,559,260

         The  difference of $450,586  between the  indebtedness  satisfied  plus
         interest  waived by the  creditors  and the amount paid is considered a
         gain  on  a  troubled   debt   restructuring   to  be  reported  as  an
         extraordinary item in the first quarter of the year 2000.

            A contingency agreement was executed entitling Mr. Perri to purchase
              an  additional  4,625,000  shares for  $600,000 in the event that,
              within  45 days,  UIT and  Brian  Shuester  do not sell  1,500,000
              shares of the  Company's  common stock owned by them for $375,000,
              do not  sell  or  forgive  debt  owed  by the  Company  to UIT for
              $225,000,  do not cancel warrants to purchase  2,000,000 shares of
              the  Company's  common  stock and the Company does not issue UIT a
              five year warrant to purchase 500,000 shares at $1 per share.

              In the event  the  above  transaction  closes  after 45 days,  the
              shares and warrants acquired will be contributed to capital by Mr.
              Perri under this agreement.

Mr.  Perri was  granted  the option to  maintain  his  ownership  percentage  by
purchasing additional shares at $.20 per share.

Mr.  Perri also  purchased  299,508  shares of the  Company's  common  stock for
$74,877 from Loeb Holding Corporation.

                                      F-16
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                              GENISYS RESERVATION SYSTEMS, INC.



March 30 , 2000                                               By:_________________________________
                                                                       Lawrence E. Burk
                                                                       President & Chief Executive Officer


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


_______________________             President, Chief Executive Officer,March 30, 2000
Lawrence E. Burk                            and Director



_______________________             Secretary, Treasurer, Chief Financial       March  30, 2000
John H. Wasko                               Officer and Director




________________________            Director                                    March 30, 2000
David W. Sass



________________________            Director                                    March 30, 2000
S. Charles Tabak


</TABLE>