UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999

                                       or

[ ]       TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission File Number:  333-72667

                               MapQuest.com, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                                   36-3949110
(State or other jurisdiction of              (I.R.S. Employer ID No.)
 incorporation or organization)


               3710 Hempland Road, Mountville, Pennsylvania 17554
                    (Address of principal executive offices)

                                 (717) 285-8500
              (Registrant's telephone number, including area code)

                                       N/A
                 (Former name, former address and former fiscal
                      year, if changed since last report)






<PAGE>



         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

         ALTHOUGH THE REGISTRANT  HAS FILED ALL REPORTS  REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE  ACT OF 1934  DURING THE PERIOD
THAT THE  REGISTRANT  WAS REQUIRED TO FILE SUCH REPORTS,  THE REGISTRANT DID NOT
BECOME SUBJECT TO SUCH FILING  REQUIREMENTS  UNTIL THE  REGISTRATION  OF CERTAIN
SHARES OF ITS COMMON STOCK PURSUANT TO A REGISTRATION STATEMENT ON FORM S-1 (THE
"REGISTRATION  STATEMENT") WAS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 3, 1999.

         The number of shares outstanding of the Registrant's  classes of common
stock as of May 31, 1999 was 32,166,699.






                                        2

<PAGE>



                               MAPQUEST.COM, INC.

                                      INDEX


                                                                        PAGE

         INDEX                                                           3

PART I.  FINANCIAL INFORMATION:                                          4

         Item 1.    Financial Statements:                                4
                    Balance Sheets as of March 31, 1999
                    (unaudited) and December 31, 1998                    5

                    Unaudited Statements of Operations for the
                    three months ended March 31, 1999 and 1998           6

                    Unaudited Statements of Cash Flows for the
                    three months ended March 31, 1999 and 1998           7

                    Notes to Unaudited Interim Financial Statements      8

         Item 2.    Management's Discussion and Analysis of
                    Financial Condition and Results of Operations       12

         Item 3.    Quantitative and Qualitative Disclosure About
                    Market Risk                                         18

PART II.  OTHER INFORMATION                                             18

         Item 1.    Legal Proceedings                                   18
         Item 2.    Changes in Securities and Use of Proceeds           18
         Item 3.    Defaults upon Senior Securities                     19
         Item 4.    Submission of Matters to a Vote of Security Holders 19
         Item 5.    Other Information                                   19
         Item 6.    Exhibits and Report on Form 8-K                     19
         Item 7.    Signatures                                          20





                                        3

<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements.
























                                        4

<PAGE>



<TABLE>
<CAPTION>

                                             MAPQUEST.COM, INC.
                                               BALANCE SHEETS
                             (in thousands, except share and per share amounts)

                                                                       December 31            March 31
                                                                          1998                  1999
                                                                   ------------------- ----------------------
                              ASSETS                                                        (Unaudited)
<S>                                                                       <C>                  <C>

Current assets:
   Cash and cash equivalents                                         $    564            $    154
   Accounts receivable, net of allowance for
     doubtful accounts (1998--$470; 1999--$501)                         6,647               5,920
   Accounts receivable-affiliates                                         128                 146
   Inventories                                                          1,365               1,175
   Contract work in progress                                              147                 356
   Prepaid expenses and other current assets                              482                 412
                                                                   ------------------- ----------------------
            Total current assets                                        9,333               8,163
Property and equipment, net of accumulated
   depreciation  (1998--$3,433; 1999--$3,730)                           1,844               2,171
Goodwill, net                                                             178                 171
Other assets                                                               95                  66
                                                                   ------------------- ----------------------
            Total assets                                             $ 11,450            $ 10,571
                                                                   =================== ======================

              LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Line of credit                                                    $      -            $    900
   Accounts payable                                                     1,715               1,196
   Current portion of note payable                                         48                  34
   Accrued personnel costs                                                562                 614
   Advance billings on contracts                                          498                 937
   Deferred revenue                                                     1,208               1,205
   Other accrued liabilities                                            1,001               2,070
                                                                   ------------------- ----------------------
            Total current liabilities                                   5,032               6,956
                                                                   ------------------- ----------------------
Convertible  Redeemable  Preferred  Stock-Series  A,  voting,
  $1.00  per  share redemption value, aggregate liquidation
  preference of $6,550;
    Issued and outstanding shares, 1998 and 1999--6,550,000;            6,550               6,550
Cumulative  Redeemable  Preferred  Stock-Series  B,  nonvoting,
  $6.15 per share redemption  value,  aggregate  liquidation
  preference  of  $8,332 in 1998 and $8,603 in 1999:
    Issued and outstanding shares, 1,354,802 in 1998
       and 1,398,835 in 1999;                                           8,332               8,603
Convertible  Redeemable  Preferred  Stock-Series  C,  voting,
  $3.51  per  share redemption value, aggregate liquidation
  preference of $12,268
    Issued and outstanding shares, 3,495,354 in 1998
       and 1999                                                        11,595              11,633
Notes receivable arising from issuance of preferred stock                (291)               (291)
Stockholders' deficit:
   Common stock-$.001 par value:
      Authorized shares-20,000,000
      Issued and outstanding shares, 336,028 in 1998 and
       336,244 in 1999                                                      -                   -
   Additional paid in capital                                             140                 140
   Retained deficit                                                   (19,908)            (23,020)
                                                                   ------------------- ----------------------
            Total stockholders' deficit                               (19,768)            (22,880)
                                                                   ------------------- ----------------------
            Total liabilities and stockholders' deficit              $ 11,450            $ 10,571
                                                                   =================== ======================

See accompanying notes to the financial statements.
</TABLE>




                                        5

<PAGE>




                                             MAPQUEST.COM, INC.
                                          STATEMENTS OF OPERATIONS
                                                (Unaudited)
                             (in thousands, except share and per share amounts)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                             March 31,
                                                                                    1998               1999
                                                                           --------------------------------------
<S>                                                                                  <C>                <C>


Revenues
       Business                                                                    $1,720             $2,006
       Consumer                                                                       292              1,022
                                                                           --------------------------------------
       Total business and consumer revenues                                         2,012              3,028
       Digital mapping                                                              3,538              3,128
                                                                           --------------------------------------
               Total revenues                                                       5,550              6,156

Cost of revenues
       Business and consumer                                                        1,130              1,925
       Digital mapping                                                              2,524              2,540
               Total cost of revenues                                               3,654              4,465
                                                                           --------------------------------------

Gross profit                                                                        1,896              1,691
Operating expenses
       Sales and marketing                                                          1,483              2,809
       Product development                                                            877                784
       General and administrative                                                     465                938
                                                                           --------------------------------------
               Total operating expenses                                             2,825              4,531
                                                                           --------------------------------------
Operating loss                                                                       (929)            (2,840)

Interest income and expense, net                                                       23                  2
Other income                                                                           47                 35
                                                                           --------------------------------------
Loss before provision for income taxes                                               (859)            (2,803)
Provision for income taxes                                                              -                  1
                                                                           --------------------------------------
                Net loss                                                            $(859)           $(2,804)
Less preferred stock dividends and accretion                                         (292)              (309)
                                                                           --------------------------------------
Net loss applicable to common stockholders                                        $(1,151)           $(3,113)
                                                                           ======================================
Basic and diluted loss per share                                                   $(4.30)            $(9.26)
                                                                           ======================================
Shares used to compute basic and diluted loss per share                           267,375            336,233
                                                                           ======================================
Pro forma basic and diluted loss per share                                         $(0.03)            $(0.10)
                                                                           ======================================
Shares used to compute pro forma basic and diluted loss per share              27,927,813         28,032,210
                                                                           ======================================

See accompanying notes to the financial statements.
</TABLE>





                                        6

<PAGE>





                                         MAPQUEST.COM, INC.
                                      STATEMENTS OF CASH FLOWS
                                            (Unaudited)
                                           (in thousands)

<TABLE>
<CAPTION>

                                                                           Three months ended
                                                                                March 31,
                                                                    ---------------------------------
                                                                          1998            1999
                                                                    ---------------------------------
<S>                                                                         <C>                <C>

Operating activities

Net loss                                                              $    (859)        $    (2,804)

Adjustments to reconcile net loss to net cash used in operating
    activities:
Depreciation                                                                300                 295
Amortization                                                                  7                   8
Provision for doubtful accounts                                              92                  41
Equity in earnings of joint venture                                         (38)                (31)
Changes in operating assets and liabilities:
   Accounts receivable                                                     (191)                746
   Accounts receivable-affiliates                                            67                 (18)
   Inventories                                                             (528)                189
   Contract work in progress                                                (69)               (209)
   Prepaid expenses                                                         312                  70
   Other assets                                                             (25)                  -
   Accounts payable                                                        (272)               (520)
   Advance billings on contracts                                            (64)                439
   Deferred revenue                                                         356                  (3)
   Accrued personnel costs and other liabilities                              5               1,123
                                                                    ---------------------------------
Net cash used in operating activities                                      (907)               (674)

Investing activities
Property and equipment purchases                                           (237)               (622)
                                                                    ---------------------------------
Net cash used in investing activities                                      (237)               (622)

Financing activities
Borrowings under line of credit                                               -                 900
Principal payments on debt                                                  (12)                (14)
Exercise of common stock options                                              3                   -
                                                                    ---------------------------------
Net cash provided by ( used in ) financing activities                        (9)                886

Net decrease in cash and cash equivalents                                (1,153)               (410)
                                                                    ---------------------------------
Cash and cash equivalents, beginning of period                            2,482                 564

Cash and cash equivalents, end of period                              $   1,329       $         154
                                                                    =================================
Supplemental cash flow information
Stock dividends paid on Preferred Stock Series B                      $     254       $         271
                                                                    =================================

See accompanying notes to the financial statements.

</TABLE>


                                        7

<PAGE>



                               MAPQUEST.COM, INC.

                        Notes to the Financial Statements
                                 March 31, 1999
                                   (Unaudited)

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the three-month period ended March 31, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended December 31, 1999.

The  balance  sheet at  December  31,  1998 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

For further information, refer to the financial statements and footnotes thereto
for  the  year  ended  December  31,  1998  included  in  MapQuest.com,   Inc.'s
("MapQuest") Form S-1 Registration  Statement,  as declared  effective on May 3,
1999 with the Securities and Exchange  Commission in connection  with an initial
public offering of MapQuest common stock ("Registration Statement").  See note 7
for further discussion of the initial public offering.


2. Inventories

         Inventories are comprised of the following:

                                         December 31,       March 31,
                                             1998             1999
                                      ------------------ ---------------
                                              ( in thousands )

         Materials                     $        96        $     239
         Work-in-process                       336              205
         Finished goods                        933              731
                                      ------------------ ---------------
                                       $     1,365        $   1,175
                                      ================== ===============


3. Comprehensive Income

MapQuest  has adopted  Statement  of  Financial  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income" (FAS 130).  FAS 130  requires  that all items
required  to  be  recognized  under   accounting   standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.  MapQuest's comprehensive net
loss was the same as its net loss for the three  months ended March 31, 1998 and
1999.




                                        8

<PAGE>



4. Loss Per Share

    The following table sets forth the computation of basic and diluted loss per
share:

<TABLE>
<CAPTION>

                                                           Three months ended
                                                                March 31,
                                        ---------------------------------------------------------
                                                   1998                         1999
                                        ---------------------------------------------------------
                                                  (in thousands, except loss per share)

<S>                                                <C>                            <C>

Numerator:
   Net loss.......................        $        (859)                 $       (2,804)
   Preferred stock dividends......                 (254)                           (271)
   Accretion of redeemable
      preferred stock.............                  (38)                            (38)
                                          --------------                 ---------------

Numerator for loss per share
   applicable to common
   stockholders...................        $      (1,151)                 $       (3,113)
                                          ==============                 ===============

Denominator:
   Denominator for basic and
      diluted loss per
      share--weighted-average
      shares......................                  267                             336
                                          ==============                 ===============
Basic and diluted loss per common         $       (4.30)                 $        (9.26)
                                          ==============                 ===============
   share..........................

The  following  securities  and  number of shares  have been  excluded  from the
diluted loss per share computation as they are antidilutive:


                                                                             Three months ended
                                                                                 March 31,
                                                           ------------------------------------------------------
                                                                      1998                       1999
                                                           -------------------------- ---------------------------
                                                                               (in thousands)
<S>                                                                  <C>                           <C>


Convertible redeemable preferred stock Series A.......              6,550                        6,550
Convertible redeemable preferred stock Series C.......              3.495                        3,495
Stock options.........................................              3,419                        5,907
Stock warrants........................................              1,751                        2,315
</TABLE>


The following  table sets forth the  computation  of pro forma basic and diluted
loss per share,  giving  consideration  to MapQuest's  initial  public  offering
discussed in Note 7 and assuming  conversion of the shares of Series A Preferred
Stock and Series C Preferred  Stock to shares of common stock and the redemption
of the shares of Series B  Preferred  Stock  outstanding  at March 31,  1999 and
March 31,  1998  using an  initial  public  offering  price of $15 per share and
assuming  such  conversion  and  redemption  occurred  at the  beginning  of the
respective periods.







                                       9

<PAGE>





<TABLE>
<CAPTION>

                                                                               Three months ended
                                                                                   March 31,
                                                             ------------------------------------------------------
                                                                       1998                        1999
                                                             -------------------------  ---------------------------
                                                                     (in thousands, except loss per share)

<S>                                                                      <C>                        <C>

Numerator:
   Net loss applicable to common shareholders..........           $    (1,151)                $   (3,113)
   Redeemable preferred stock--Series C accretion.......                   38                         38
   Preferred stock dividends on cumulative preferred
      stock--Series B...................................                  254                        271
                                                             -------------------------  ---------------------------

   Numerator for pro forma basic and diluted loss per
      share............................................           $     (859)                $   (2,804)
Denominator:
   Weighted-average number of common shares............                  267                        336
   Assumed conversion of preferred shares to common
      shares...........................................               27,122                     27,122
   Assumed issuance of common shares to redeem
      Series B Preferred Stock.........................                  539                        574
                                                             -------------------------  ---------------------------

   Denominator for pro forma basic and diluted loss
      per share........................................               27,928                     28,032
   Pro forma basic and diluted loss per share..........           $    (0.03)                $    (0.10)
</TABLE>


5.   Segment Information

MapQuest has two reportable  segments:  MapQuest  Business/Consumer  and Digital
Mapping Services. The MapQuest  Business/Consumer  segment provides products and
services  to  address  the  web-based  destination  information  needs  of  both
businesses and consumers.  Business and Consumer revenues and costs are combined
for  this  segment  because  a  significant  portion  of  the  costs,  primarily
compensation for operations  personnel and related  operations costs, are common
to both  Business  and  Consumer  revenues  and are not  allocated.  The Digital
Mapping Services segment provides  non-Internet mapping products and services to
the education,  reference, directory, travel and governmental markets as well as
providing customized mapping solutions to various other customers.  Revenues are
derived principally from the United States.

The accounting  policies of the segments are the same as those  described in the
summary  of  significant   accounting  policies  included  in  the  Registration
Statement.  MapQuest  evaluates  performance  based on gross profit and does not
allocate  assets to the reportable  segments since  management does not evaluate
segment performance based on asset information and common assets are used in the
segments.

MapQuest's reportable segments are strategic business units that offer different
products  and  services.  They are  managed  separately  because  each  business
requires different technology and marketing strategies.




                                       10

<PAGE>


<TABLE>
<CAPTION>


                                                                  Three months ended
                                                                       March 31,
                                                        ---------------------------------------
                                                               1998                1999
                                                        ------------------  -------------------
                                                                    (in thousands)

<S>                                                              <C>                 <C>

Business segment revenues:
MapQuest consumer/business-trade......................        $ 2,012             $ 3,028
Digital mapping services-trade........................          3,538               3,128
                                                        ------------------  -------------------
Total.................................................        $ 5,550             $ 6,156

Business segment profit:
MapQuest consumer/business............................            882               1,103
Digital mapping services..............................          1,014                 588
                                                        ------------------  -------------------

Total segment profit..................................          1,896               1,691
Reconciling items:
Operating expenses....................................         (2,825)             (4,531)
Other and interest income.............................             70                 37
                                                        ------------------  -------------------
Pre-tax loss..........................................        $  (859)            $(2,803)
                                                        ==================  ===================
</TABLE>



6. Contingent Matters

On December 14, 1998, Mark Tornetta filed a lawsuit  against Moore U.S.A.,  Inc.
in the United States  District Court for the Eastern  District of  Pennsylvania.
MapQuest is  defending  this matter  pursuant to an  indemnity  provision in its
contract  with Moore U.S.A.,  Inc. Mr.  Tornetta's  patent  describes a specific
method for  searching  real estate  properties,  which Mr.  Tornetta  alleges is
infringed  by Moore  U.S.A.,  Inc.'s  online and other real estate  services.  A
motion to  dismiss  was filed on behalf of Moore,  based on the  failure to join
another company as the patent owner and real party in interest. Tornetta did not
oppose the motion, and the case was dismissed on April 30, 1999. However,  there
is a  possibility  the action may be refiled,  naming both Moore and MapQuest as
defendants.

On  January  26,  1999,  Civix-DDI,  LLC filed a lawsuit  in the  United  States
District Court for the District of Colorado against twenty different defendants,
including  MapQuest.  Eight of these  defendants  are  licensees  of  MapQuest's
technology  and may  have  rights  to  indemnification  under  their  respective
agreements  or at law. The  complaint  alleged  infringement  by MapQuest of two
patents,  through,  for example,  the manufacture,  use, sale, and offer to sell
electronic yellow page services systems and products.  On May 3, 1999,  MapQuest
and Civix entered into a license agreement, dated May 3, 1999, pursuant to which
MapQuest acquired a license under the Civix patents.  The license agreement also
provides  certain  rights to  customers  and end users of MapQuest  products and
services.  Pursuant to the license  agreement,  MapQuest paid a one-time license
fee. In  connection  with the  acquisition  of the  license,  MapQuest and Civix
agreed to settle  the  lawsuit  and to jointly  seek entry in the  lawsuit of an
agreed-upon  order dismissing  MapQuest from the lawsuit and dismissing  certain
claims against MapQuest's  co-defendant customers relating to their use and sale
of MapQuest products and services. The order was entered by the Court on May 18,
1999.




                                       11

<PAGE>



MapQuest  periodically  receives  notices  of claims  arising  out of the normal
course of business. In the opinion of management,  these matters will not have a
material adverse effect on MapQuest's business,  financial condition, results of
operations, or liquidity.


7.  Subsequent Events

In May 1999,  MapQuest  completed an initial public offering of 4,600,000 shares
of its common stock at a public offering price of $15 per share, which generated
approximately $62.1 million in net proceeds to MapQuest.

Upon the closing of MapQuest's  initial public  offering in May 1999, all of the
outstanding  shares of  MapQuest's  Series A and Series C  Preferred  Stock were
converted  into  27,122,455  shares of common  stock and all of the  outstanding
shares of MapQuest's  Series B Preferred  Stock were redeemed for  approximately
$8.6 million.

During April 1999, the Board of Directors and the stockholders  authorized a 2.7
for 1 split of MapQuest's common stock. In addition,  the Board of Directors and
the  stockholders  authorized  and approved the  amendment  and  restatement  of
MapQuest's  Certificate  of  Incorporation  such  that  MapQuest  will  have the
authority  to issue  an  aggregate  of  105,000,000  shares  of  capital  stock,
consisting of 100,000,000 shares of common stock, par value $0.001 per share and
5,000,000 shares of preferred stock, par value $0.01 per share. This amended and
restated Certificate of Incorporation became effective upon the effectiveness of
MapQuest's Registration  Statement.  All references to common shares, per common
share,  and par value per common  share,  except for  references  to  authorized
common shares, in the financial  statements have been restated to give effect to
the  common  stock  split and  change in par value per  common  share.  Upon the
effectiveness of MapQuest's  Registration  Statement,  MapQuest adopted the 1999
Stock Plan for which  3,645,000  shares of common stock were reserved for future
issuance and  established an employee stock purchase plan under which a total of
1,755,000 shares of common stock will be made available for sale.

During June 1999, in connection with  MapQuest's  initial public  offering,  the
underwriters  of the initial  public  offering  exercised  their  over-allotment
option for 597,990  shares of  MapQuest's  common  stock at the  initial  public
offering price of $15 per share,  which generated  approximately $8.3 million in
net proceeds to MapQuest.


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

         The  following  information  should  be read in  conjunction  with  the
historical  financial  information  and the notes thereto  included in Item 1 of
this  quarterly  report on Form  10-Q  (The  "Form  10-Q" or the  "Report")  and
MapQuest's  Financial  Statements and notes thereto and Management's  Discussion
and  Analysis of  Financial  Condition  and Results of  Operations  contained in
MapQuest's  Registration  Statement  on Form S-1 (The  "Form  S-1") as  declared
effective by the Securities and Exchange Commission on May 3, 1999.

         THE  FOLLOWING  DISCUSSION  OF THE  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS OF MAPQUEST CONTAINS  FORWARD-LOOKING  STATEMENTS  RELATING TO FUTURE
EVENTS AND THE FUTURE  PERFORMANCE OF MAPQUEST WITHIN THE MEANING OF SECTION 27A
OF THE  SECURITIES  ACT OF 1993, AS AMENDED,  AND SECTION 21E OF THE  SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  INVESTORS ARE CAUTIONED THAT SUCH  STATEMENTS
INVOLVE RISKS AND  UNCERTAINTIES.  THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT
ARE  DIFFICULT  TO PREDICT;  THEREFORE,  ACTUAL  RESULTS AND OUTCOMES MAY DIFFER
MATERIALLY  FROM WHAT IS EXPRESSED  OR  FORECASTED  IN ANY SUCH  FORWARD-LOOKING
STATEMENTS.  SUCH RISKS AND UNCERTAINTIES  INCLUDE THOSE SET FORTH IN MAPQUEST'S
FORM S-1, PARTICULARLY



                                       12

<PAGE>



UNDER THE SECTION ENTITLED "RISK FACTORS." MAPQUEST  UNDERTAKES NO OBLIGATION TO
UPDATE  PUBLICLY  ANY  FORWARD-LOOKING  STATEMENTS,  WHETHER  AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.

Overview

MapQuest is a leading online  provider of mapping and  destination  information.
MapQuest  provides  comprehensive  online  mapping  solutions to businesses  and
provides  customized  maps,  destination  information and driving  directions to
consumers.  MapQuest has three lines of business: Internet business products and
services,  Internet  consumer products and services and digital mapping products
and services.

   Since 1967,  MapQuest  has  provided  traditional  cartographic  products and
services.  In  1989,  MapQuest  began  offering  digital  mapping  products  and
services.  Beginning in 1991,  MapQuest introduced  map-generating  products and
services which evolved into online mapping and routing applications.  During the
first quarter of 1996,  MapQuest  launched  mapquest.com and initiated sales and
marketing efforts to build brand awareness and to generate  advertising revenues
from its website.  In the third quarter of 1996, MapQuest began providing online
mapping and  destination  information  products and services from its website to
companies with an Internet presence and to high-traffic  websites offering users
a wide range of information and services on their  websites,  which are commonly
referred to as portal  websites.  In 1997,  MapQuest  increased its focus on its
Internet  business  and  consumer  lines of  business  by  devoting  significant
resources to the  mapquest.com  website and to its other  Internet  products and
services.   In  1998,   MapQuest  introduced  its  MapQuest  Enterprise  Server.
MapQuest's  Enterprise  Server  is  designed  to  provide  mapping  and  routing
capability to high volume websites.

         MapQuest derives its revenues from three lines of business:

         Business Products and Services. MapQuest provides Internet products and
services to companies with an Internet  presence and to portal  websites.  These
companies  typically  contract  for  MapQuest's  services on an annual  basis in
consideration  for a  service  fee  based on usage and an  initial  set-up  fee.
MapQuest  recognizes  service  fees  ratably  over the  period  of the  service.
Revenues  from  set-up  fees  are  recognized  upon  completion  of the  related
installation  services.  Revenues from  software and data  licenses  relating to
MapQuest business products are recognized upon delivery of the product. Further,
under those agreements  where MapQuest has a maintenance or upgrade  obligation,
MapQuest  recognizes  revenue  from  these  obligations  over the  period of the
obligation.  Revenues from systems  integration  contracts,  typically long-term
fixed-price contracts,  are recognized on the  percentage-of-completion  method.
MapQuest  has also  historically  provided  business  products  and services for
non-Internet  applications  by  licensing  software  and data  and by  providing
professional services on a time and material basis or a fixed-fee basis.

         Consumer Products and Services. Through mapquest.com,  MapQuest derives
revenues  primarily from the sale of advertising and  sponsorships.  Advertising
rates vary  depending on whether the  advertisements  are delivered to a general
audience  or  a  targeted  audience  based  on  specific  geographic   location.
Advertising  revenues are typically  recognized ratably over the period in which
the  advertisements  are  displayed,  provided that no  significant  obligations
remain and the  collection of the resulting  receivable is likely.  MapQuest may
guarantee  its  advertisers  a pre-set  level of  impressions  on  mapquest.com.
Impression refers to a delivery of an advertisement to a user. If the guaranteed
impressions  are not  met,  MapQuest  defers  recognition  of the  corresponding
revenue until the guaranteed impressions are achieved. Sponsorship contracts may
have longer terms and may allow sponsors to be exclusive sponsors of portions of
mapquest.com or particular advertising categories.

         Digital Mapping  Products and Services.  MapQuest derives revenues from
providing  digital  mapping  services to businesses and from the sale of mapping
products to distributors, retailers, and corporate customers. MapQuest typically
receives  fees and payments on a time and  material  basis or a fixed fee basis.
Revenues from



                                       13

<PAGE>



these  services are  recognized  when the services  are  rendered.  In addition,
revenues from long-term contracts are recognized on the percentage-of-completion
method,  measured  as the number of hours  incurred to date as a  percentage  of
estimated total labor hours for each contract.  MapQuest also licenses  software
and data for a license fee and/or  royalties.  License fees are recognized  upon
delivery of the software and data. Royalty revenue is recognized upon receipt of
payment.  With  respect  to the  sale  of  mapping  products,  MapQuest  is paid
negotiated  amounts,  depending  on volume,  from  retailers  and  distributors,
subject to minimum sales and return arrangements.

Results of operations

Revenues

         Revenues  increased  from $5.6 million for the three months ended March
31,  1998 to $6.2  million  for the three  months  ended  March 31,  1999.  This
period-to-period growth was primarily attributable to increased Internet related
revenues  as a result  of both an  increase  in the  number  of  advertisers  on
mapquest.com  and an  increase  in the  number  of  business  clients  requiring
internet  mapping  services.  This growth was partially  offset by lower digital
mapping services volume as compared to the same period in 1998.

Cost of Revenues

         Cost of revenues  consists  primarily of  compensation  for  operations
personnel and related  operations  costs,  including  depreciation  of operating
assets,  third-party  data and  royalties,  print  and paper  costs for  printed
products,  and subcontractor  costs. Cost of revenues  increased to $4.5 million
for the three months ended March 31, 1999 from $3.7 million for the three months
ended March 31, 1998. This increase was due to increased  costs  associated with
adding  staff and related  expenses  required to support  the  expansion  of our
Internet  products and services as the mapquest.com  website traffic grew and as
the number of business clients grew.

Operating Expenses

         Sales and Marketing

         Sales  and   marketing   expenses   consist   primarily   of  salaries,
commissions, travel-related expenses, sales promotion expenses, public relations
expenses and costs of marketing  materials.  Sales and  marketing  expenses were
$2.8  million for the three months ended March 31, 1999 and $1.5 million for the
three months ended March 31, 1998. As a percentage of revenues,  these  expenses
were 45.6% for the three-month  period ended March 31, 1999 versus 26.7% for the
comparable  period  in  1998.  This  period-to-period   increase  was  primarily
attributable to MapQuest's  marketing promotions and advertising efforts as well
as increased sales and marketing personnel and related expenses. We believe that
sales and  marketing  expenses  will  continue  to  increase in the future as we
continue to expand our direct  sales force and further  promote our products and
services.

         Product Development

         Product  development   expenses  consist  primarily  of  the  costs  of
developing  new  products  and  services  and  modifying  existing  products and
services,  including  software and data.  These  expenses  consist  primarily of
salaries for product development personnel and related expenses,  contract labor
expense and consulting fees. Product  development  expenses were $.8 million for
the three months ended March 31, 1999 and $.9 million for the three months ended
March 31, 1998. As a percentage of revenues,  these  expenses were 12.7% for the
three-month  period ended March 31, 1999 versus 15.8% for the comparable  period
in 1998. This  period-to-period  decrease was attributable to decreased  printed
product development expenses partially offset by increased business and consumer
product development  expenses.  We believe that continued investment in business
and



                                       14

<PAGE>



consumer  product  development  expenses is essential to attaining our strategic
objectives and as a result, we expect product  development  expenses to increase
in the future.

         General and Administrative

         General and  administrative  expenses consist primarily of salaries and
related  expenses  for  general  corporate   functions,   including   executive,
accounting  and  administrative  personnel,  and  legal  expenses.  General  and
administrative  expenses  were $.9 million for the three  months ended March 31,
1999 and $.5 million for the three months ended March 31, 1998.  As a percentage
of revenues,  these expenses were 15.2% for the  three-month  period ended March
31,  1999 and  8.4% for the  three-month  period  ended  March  31,  1998.  This
period-to-period  increase was primarily  attributable to increased salaries and
related  expenses  associated  with hiring  additional  personnel as a result of
company  growth.  We expect  that we will incur  additional  costs due to hiring
additional  personnel  related  to  being  a  publicly  held  entity,  including
directors' and officers' liability insurance and professional service fees.

         Income Taxes

         MapQuest paid no income taxes for the three months ended March 31, 1998
and paid less than $.1  million in taxes for the three  months  ended  March 31,
1999, as MapQuest has incurred net operating  losses for those  periods.  Due to
the  uncertainty  of  future  profitability,  MapQuest  has not  recognized  any
potential future tax benefits of net operating loss carryforwards.

         Liquidity and Capital Resources

MapQuest has  financed  its  operations  to date  primarily  through the private
placement of equity securities, funds from operations and bank borrowings. As of
March 31, 1999, MapQuest had $.2 million of cash and cash equivalents.

Net cash used in operating activities was $.9 million for the three months ended
March 31, 1998 and $.7 million for the three  months  ended March 31,  1999.  In
both periods cash used by operating  activities  was primarily a result of a net
loss.

Net cash used in investing activities was $.2 million for the three months ended
March 31, 1998 and $.6 million for the three  months ended March  31,1999.  Cash
used in each period was directly related to property and equipment purchases.

Net cash used in financing  activities  was  insignificant  for the three months
ended  March 31,  1998 and net cash  provided by  financing  activities  was $.9
million for the three months ended March  31,1999.  In 1999, the net increase of
$.9 million consists of $.9 million of bank borrowings.

MapQuest's capital commitments for the three months ended March 31, 1998 and the
three months ended March 31, 1999 consisted of obligations  under facilities and
equipment operating leases. Management anticipates that MapQuest will experience
an increase in its capital  expenditures and lease  commitments  consistent with
its  anticipated   growth  in  operations,   infrastructure  and  personnel  and
additional  resources devoted to building its brand name and building  marketing
and sales forces.

MapQuest has a revolving  demand credit  facility with First Union Bank, N.A. in
the amount of $5.0 million which bears interest at First Union Bank's prime rate
or fixed rates as offered by First  Union Bank or LIBOR plus  1.75%.  Borrowings
are secured by MapQuest's  accounts  receivable and are limited to the lesser of
$5.0 million or 80% of the net eligible  accounts  receivable that are within 90
days of invoice. As of December 31,



                                       15

<PAGE>



1998 there were no borrowings  under this credit  facility.  As of March 31,1999
borrowings under this facility were $.9 million.

In May 1999,  MapQuest  completed an initial public offering of 4,600,000 shares
of its common stock at a public offering price of $15 per share, which generated
approximately $62.1 million in net proceeds to MapQuest.

Upon the closing of MapQuest's  initial public  offering in May 1999, all of the
outstanding  shares of  MapQuest's  Series A and Series C  Preferred  Stock were
converted  into  27,122,455  shares of common  stock and all of the  outstanding
shares of MapQuest's  Series B Preferred  Stock were redeemed for  approximately
$8.6 million.

During June 1999, in connection with  MapQuest's  initial public  offering,  the
underwriters  of the initial  public  offering  exercised  their  over-allotment
option for 597,990  shares of  MapQuest's  common  stock at the  initial  public
offering price of $15 per share,  which generated  approximately $8.3 million in
net proceeds to MapQuest.

MapQuest  believes that the net proceeds of its initial public  offering and the
conversion  by holders of  Redeemable  Series A and Series C Preferred  stock to
common stock, together with its existing cash and cash equivalents and available
borrowings,  will be sufficient to meet its  anticipated  cash needs for working
capital and capital  expenditures for at least the next twelve months.  MapQuest
believes  that its future  capital  requirements  will  depend on many  factors,
including  the level of  investment  in new  technologies  and  improvements  to
existing  technologies and the levels of monthly expenses required to launch new
products and services.

Contingent Matters

         Refer  to  Note  6 of  the  Notes  to the  Financial  Statements  for a
discussion of legal contingencies.

Year 2000

         The Year 2000 issue is the potential for system and processing failures
of date-related data as a result of computer-controlled systems using two digits
rather than four to define the applicable year. For example,  computer  programs
that have  time-sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result  in  system  failure  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, an inability to process transactions, send invoices or engage in similar
normal business activities. MapQuest may be affected by Year 2000 issues related
to  non-compliant  information  technology  ("IT")  systems  or  non-IT  systems
operated by MapQuest or third parties. MapQuest's IT systems consist of software
and data developed either in-house or purchased from third parties, and hardware
purchased from vendors.

         State of Readiness.  MapQuest has completed a preliminary assessment of
its information  technology  systems,  which includes but is not limited to, the
hardware and software necessary to provide and deliver mapquest.com. MapQuest is
continuing to perform  assessments of its  non-information  technology  systems,
which include many of the building and office  equipment  and systems.  To date,
MapQuest's assessment has consisted of the following steps:

         o     establishing  a Year 2000  Committee in the third quarter of 1998
               consisting of managers from all relevant  functional areas of the
               company;

         o     identifying  and  evaluating all software and hardware upon which
               MapQuest is dependent;

         o     contacting   third-party   vendors  of  hardware,   software  and
               services, including database providers that MapQuest utilizes;



                                       16

<PAGE>




         o     contacting  material   non-information   technology  systems  and
               service providers;

         o     developing  and  formalizing  procedures  to implement  necessary
               remedial measures; and

         o     assessing  the need for and  developing  a  business  contingency
               plan.

         As of the end of the first  quarter of 1999  MapQuest has performed the
following:

         o     the Committee has reviewed all  functional  areas of MapQuest and
               has identified various systems and software programs that are not
               Year 2000 compliant;

         o     MapQuest has  performed a Year 2000  simulation  on a majority of
               its proprietary systems, products and services to test system and
               product readiness;

         o     based on the results of its Year 2000 simulation tests,  MapQuest
               has  revised and  continues  to revise its code as  necessary  to
               improve the Year 2000 compliance of its proprietary systems;

         o     MapQuest is continuing to upgrade and test all other hardware and
               software used in its operations;

         o     MapQuest's  hosting service  provider,  Qwest, has stated that it
               has  established a dedicated  Year 2000 Program Office to address
               the compliance  functions of its affected systems and is actively
               preparing its systems for the Year 2000;

         o     MapQuest  has  identified  all vendors of material  hardware  and
               software  components  of its IT systems,  and has  contacted  its
               principal vendors of hardware, software, and data providers;

         o     Management is continuing the process of working with its hardware
               and software  providers  to assure that  MapQuest is prepared for
               the Year 2000; and

         o     MapQuest is currently assessing its non-IT systems.

         At this point in its assessment, MapQuest is not currently aware of any
Year 2000 problems  relating to these systems which would have a material effect
on its business,  financial  condition or results of operations,  without taking
into account its efforts to avoid such problems.  MapQuest plans to complete its
Year 2000 assessment during the summer of 1999.

         Cost.  To  date,  MapQuest  has not  incurred  any  material  costs  in
connection with identifying and evaluating Year 2000 compliance issues.  Most of
its  expenses  have been  related to, and are expected to continue to relate to,
the operating  costs  associated  with time spent by employees in the evaluation
process and Year 2000 compliance matters generally.  At this time, MapQuest does
not possess the  information  necessary to estimate the  potential  costs of the
replacement  of third party  software,  hardware or services that are determined
not to be Year 2000  compliant.  Although  MapQuest  does not  anticipate  those
amounts will be material, such expenses, if higher than anticipated,  could have
a material  adverse  effect on  MapQuest's  business,  financial  condition  and
operating results.

         Risks.   Although  MapQuest's   assessment  may  be  finalized  without
identifying  any additional  material  non-compliant  IT or systems  operated by
MapQuest or by third parties, a systemic failure beyond the control of MapQuest,
such as a prolonged  telecommunications or electrical failure is possible.  This
type of failure could



                                       17

<PAGE>



prevent  MapQuest from operating its business,  prevent users from accessing its
website,  or change the behavior of advertising  customers or persons  accessing
its website.  MapQuest believes that the primary business risks, in the event of
such systemic  failure,  would  include but not be limited to, lost  advertising
revenues,  lost business revenues,  increased operating costs, loss of customers
or persons accessing its website and servers, or other business interruptions of
a material nature,  as well as claims of  mismanagement,  misrepresentation,  or
breach of contract.

         Contingency Plan. As discussed above, MapQuest is engaged in an ongoing
Year  2000  assessment.  The  results  of  MapQuest's  further  testing  and the
responses  received from third-party  vendors,  service  providers and customers
will be  taken  into  account  in  determining  the  nature  and  extent  of any
contingency plans.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         As of March 31, 1999,  MapQuest has no  significant  exposure to market
risk from financial  instruments.  Net proceeds from the initial public offering
have been invested in short-term, interest bearing, investment grade obligations
with various maturities ranging from one day to one year. Therefore, in the near
term, MapQuest's primary exposure to market risk will result from interest rates
associated with these investments.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         Refer to Note 6 of the Notes to the Financial Statements.

Item 2.  Changes in Securities and Use of Proceeds

         (a)      Changes in Securities:

                           None.

         (b)      Use of Proceeds

         On May  3,  1999,  the  Securities  and  Exchange  Commission  declared
MapQuest's  Registration Statement on Form S-1 (No. 333-72667) effective. On May
7, 1999,  MapQuest  completed  an initial  public  offering of an  aggregate  of
4,600,000  shares of MapQuest  Common  Stock at an offering  price of $15.00 per
share.  The managing  underwriters  for the offering were  BancBoston  Robertson
Stephens, Thomas Weisel Partners, LLC, U.S. Bancorp Piper Jaffray Inc. and Volpe
Brown  Whelan  &  Company,  LLC.  Net  proceeds  to  MapQuest,  after  deducting
underwriting  discounts and  commissions of $4,830,000 and offering  expenses of
approximately  $2,070,000 were $62,100,000.  On June 8, 1999, in connection with
the aforementioned  initial public offering, the managing underwriters exercised
their over-allotment option for 597,990 shares of MapQuest's common stock at the
initial  public  offering price of $15 per share which  generated  approximately
$8.3 million in net proceeds to MapQuest.  None of the expenses  incurred in the
offering  were direct or indirect  payments to directors,  officers,  or general
partners of MapQuest or their associates,  to persons owning ten percent or more
of any class of equity  securities  of the issuer or to  affiliates  of MapQuest
except in  connection  with the  redemption  of the  Series B  Preferred  Stock.
MapQuest  used  approximately  $8,600,000  of these  proceeds  to redeem all its
Series B  Preferred  Stock.  MapQuest  has  invested  the  remainder  of the net
proceeds in short-term,  interest  bearing  investment  grade  obligations  with
various maturities ranging from one day to one year.




                                       18

<PAGE>



Item 3.  Defaults upon Senior Securities

                  Not applicable.

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

         In the first quarter of 1999, in a written consent of the  stockholders
of MapQuest,  MapQuest  changed its name from GeoSystems  Global  Corporation to
MapQuest.com,  Inc. and amended its Certificate of Incorporation to reflect such
change.

         As of April 12,  1999,  in a written  consent  of the  stockholders  of
MapQuest,  a  majority  of the  holders  of all  outstanding  shares of stock of
MapQuest (which  majority  included a majority of the holders of all outstanding
shares of the Series A Preferred  Stock,  Series B Preferred  Stock and Series C
Preferred Stock) approved (a) the adoption of a recapitalization  agreement,  to
be effective upon the effectiveness of the registration statement, in respect of
the initial public  offering  whereby the holders of MapQuest's  preferred stock
outstanding  prior to the initial public  offering  agreed to the termination of
certain rights related to such preferred  stock,  (b) the 2.7 for 1 stock split,
the increase in the authorized share capital of MapQuest to 90,000,000 shares of
common stock,  par value $0.001 per share,  and  15,000,000  shares of preferred
stock,  par value  $0.01 per share,  and the  amendment  of the  Certificate  of
Incorporation  to reflect such stock split and increase to the authorized  share
capital  (c)  the   adoption  of  the  Amended  and  Restated   Certificate   of
Incorporation  of MapQuest  giving  MapQuest the authority to issue  100,000,000
shares of common  stock,  par value $0.001 per share,  and  5,000,000  shares of
preferred  stock, par value $0.01 per share, and the Amended and Restated Bylaws
of MapQuest,  both to be effective upon the  effectiveness  of the  registration
statement  in  respect of the  initial  public  offering,  (d) the  adoption  of
Amendment  No.  4 to the 1995  Stock  Option  Plan,  (e) the  1999  Stock  Plan,
including the reservation of 3,645,000 shares thereunder, and the Employee Stock
Purchase Plan, including the reservation of 1,755,000 shares thereunder, both to
be effective upon the effectiveness of the registration  statement in respect of
the  initial  public  offering  and (f)  the  approval  of a form of  director's
indemnification agreement to be entered into between MapQuest and its directors.

Item 5.  Other Information

                  None.

Item 6.  Exhibits and Report on Form 8-K

         (a)      The following exhibits are filed as part of this report:

                 11.1      Computation  of Basic and Diluted Net Loss Per Share:
                           Refer  to  Note  4 of  the  Notes  to  the  Financial
                           Statements.

                 27.1      Financial Data Schedule (First Quarter 1999)


         (b)  MapQuest  did not file any  reports  on Form 8-K  during the three
months ended March 31, 1999.




                                       19

<PAGE>




Item 7.  Signatures

         Pursuant to the  requirements  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.

Date:    June 17, 1999                   MAPQUEST.COM, INC.


                                         By:  /s/ James Thomas
                                              Chief Financial Officer
                                              (Principal Financial Officer)