SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

                                   (Mark One)
                  X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   (For the Quarter ended September 30, 2000)

                         Commission File Number 1-12689

                      NETCRUISE.COM, INC. and Subsidiaries
             (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)

                                 (908) 810-8767
                  Issuer's Telephone Number including Area Code

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter periods 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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                     Yes No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest   practicable  date:  As  of  September  30,  2000:
21,775,400 shares of Common Stock

            Transitional Small Business Disclosure Format (check one)

                                    Yes X No
<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors of netcruise.com, inc.

We have reviewed the accompanying  consolidated  balance sheet of netcruise.com,
inc. and  subsidiaries  as of September 30, 2000,  and the related  consolidated
statements of operations,  changes in stockholders'  equity,  and cash flows for
the three and nine month periods then ended. These financial  statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with generally accepted accounting principles.



WISS & COMPANY, LLP


Livingston, New Jersey
November 9, 2000





<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>






                                                                                        September 30        December 31
                                                                                            2000                1999
                                                                                       ----------------  -------------------

                                     ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                                                              $197,242              $55,371
       Royalties Receivable - GEN02
           Less: Allowance  for Doubtful Accounts of $24,066                                         0                7,107
       Prepaid Advertising                                                                     981,172              360,345
       Inventory of Travel Kits                                                                 80,662                    0
       Prepaid expenses and other current assets                                                51,967               24,266
                                                                                       ----------------  -------------------
              Total Current Assets                                                           1,311,043              447,089


PROPERTY AND EQUIPMENT                                                                         173,852              130,762

COMPUTER SOFTWARE, TECHNOLOGY LICENSE AND
    RELATED ASSETS, LESS ACCUMULATED AMORTIZATION                                            1,497,288            1,748,289

OTHER ASSETS                                                                                    70,414              133,120
                                                                                       ----------------  -------------------
                                                                                            $3,052,597           $2,459,260
                                                                                       ================  ===================


                                                                            LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
        Current maturities of Long Term Debt                                                        $0             $622,500
        Accounts payable and accrued expenses                                                  378,482              516,316
        Accrued interest payable - related party                                                     0              210,586
        Payable to Placement Agent                                                             227,256                    0
        Loan Payable to Related Party                                                          200,000                    0
        Accrued Litigation Settlement                                                          290,000                    0
                                                                                       ----------------  -------------------

                 Total current liabilities                                                   1,095,738            1,349,402
                                                                                       ----------------  -------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY:

     Common Stock, $.0001 par value; 75,000,000 shares
          authorized; issued and outstanding shares 21,775,400 shares (2000)
           8,345,819 shares (1999)                                                               2,178                  834
     Series A Preferred Stock, ($0.01 par  value 706,000 shares
          authorized  issued and outstanding 0 shares (2000)  381,177 shares (1999)                  0                   38
      Additional paid in capital                                                            13,458,466           10,095,320
      Deficit Accumulated During the Development Stage                                     (11,213,785)          (8,986,334)
      Less: Excess of Settlement price over current price
      of shares previously subject to litigation                                              (290,000)                   0

Total Stockholders Equity                                                                    1,956,859            1,109,858
                                                                                       ----------------  -------------------

                                                                                            $3,052,597           $2,459,260
                                                                                       ================  ===================


           See Accompanying Notes to Consolidated Financial Statements

                                        2


<PAGE>



                                                                                                                Period from
                                                                                                               March 7, 1994
                                                                                                              (Commencement of
                                            Nine Months     Nine Months     Three Months     Three Months       Development
                                               Ended           Ended            Ended            Ended      Stage Activites) to
                                           Sept. 30, 2000 Sept. 30, 1999   Sept. 30, 2000   Sept. 30, 1999     Sept. 30, 2000




SERVICE REVENUES                               $ 262,385       $ 238,468          $ 80,044        $ 58,819            $ 679,351


EXPENSES:
           Cost of Service                        107,331          84,246            41,265          27,071              405,850
           General and Administrative:
            Payroll                               584,691         631,746           199,621         232,504            3,440,473
            Depreciation and Amortization         667,677         460,859           245,957         159,488            2,315,202
            Professional Fees                     416,389         522,302           155,309         158,599            1,932,095
            Travel & Entertainment                  4,206          27,002               322             366              274,906
            Advertising & Promotion               109,862         152,870            31,421          22,856              390,302
            Other                                 371,980         388,103           126,665         143,582            1,881,200
            Settlement with UIT                   750,000             0                   -               0              750,000
           Interest Expense (Income), net         (15,820)        14,645             (1,786)         6,207               215,458
                                                2,996,316      2,181,773            798,774         750,673           11,605,486

LOSS BEFORE EQUITY IN GEN 02, INC.             (2,733,931)     (1,943,305)         (718,730)       (691,854)         (10,926,135)

EQUITY IN LOSS OF GEN02, INC.                          0         (523,398)                0        (162,079)            (794,130)

EXTRAORDINARY ITEM-GAIN ON
      TROUBLED DEBT RESTRUCTURING                  506,480              -               -              -                 506,480

NET (LOSS) INCURRED DURING
     THE DEVELOPMENT STAGE                     ($2,227,451)   ($2,466,703)        ($718,730)      ($853,933)        ($11,213,785)

WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                   18,269,348     17,524,434        21,323,931       7,822,076

BASIC AND DILUTED LOSS PER
     COMMON SHARE
             Loss before extraordinary Item          (0.15)
             Extraordinary Item                       0.03
             Net Loss                                (0.12)          (0.33)            (0.03)          (0.11)


                                                        See Accompanying Notes to Consolidated Financial Statements

                                                 3


<PAGE>






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


BALANCE - DECEMBER 31, 1999    8,345,819        $834      381,177         $ 38     $10,095,320      ($8,986,334)    $1,109,858


PROCEEDS FROM PRIVATE
PLACEMENT OF COMMON STOCK,
NET OF EXPENSES                12,508,029       1,251            -            -       2,072,824                  -    2,074,075

CONVERSION OF SERIES A
PREFERRED STOCK                   381,177          38     (381,177)         (38)


WARRANTS ISSUED IN CONNECTION
WITH UIT SETTLEMENT                     -           -            -            -         750,000                0        750,000


COMMON STOCK ISSUED FOR
SERVICES RENDERED                 540,375          55                                   540,322                         540,377


NET LOSS                               -           -            -            -               -        (2,227,451)    (2,227,451)
BALANCE AT
SEPTEMBER 30, 2000             21,775,400      $2,178           -          $ -     $13,458,466      ($11,213,785)   $2,246,859




        See Accompanying Notes to Consolidated Financial Statements

                                                      4

<PAGE>
                       netcruise.com, inc and subsidiaries
                           Development Stage Companies
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   Period From

                                                                                                    March 7, 1994
                                                                                                  (Commencement of
                                                                                                 Development Stage
                                                         Nine Months Ended   Nine Months Ended     Activities to
                                                        -------------------  ------------------  -------------------
                                                          Sept. 30,2000       Sept. 30, 1999       Sept. 30,2000
                                                        -------------------  ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                    ($2,227,451)        ($2,466,703)        ($11,213,785)
   Adjustments to reconcile net loss to net
    cash flows from operating activities
      Equity in loss of Gen 02, Inc. since its inception                               523,398              798,654
      Depreciation and amortization                                667,677             460,859            2,295,591
      Issuance of Common Stock for Services                            -                 -                  129,473
      Contribution to capital for services rendered                    -                 -                   49,600
      Changes in operating assets and liabilities:
        Royalties Receivable                                         7,107              55,453                 (906)
        Prepaid expenses                                          (648,528)            (15,626)            (877,259)
        Inventory                                                  (80,662)                                 (80,662)
        Deposits and other                                          62,706             (23,122)             (11,816)
        Accounts payable and accrued expenses                     (121,164)            345,498              583,836
                                                        -------------------  ------------------  -------------------
          Net cash flows from operating acctivities             (2,340,315)         (1,120,243)          (8,327,274)
                                                        -------------------  ------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software                            (459,766)           (351,459)          (2,317,116)
   Acquisition of Prosoft, Inc.                                       -                 -                   (34,601)
   Acquisition of Sammys Travel World                                                        0                6,224
   Advanced to GEN 02, Inc.                                                           (131,781)             (40,000)
                                                              ------------------  -------------------  -------------
           Net cash flows from investing activities               (459,766)           (483,240)          (2,385,493)
                                                        -------------------  ------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of Notes Payable - Related Parties                     200,000              310,000             538,674
   Proceeds from public offering of common stock
       and warrants net of deferred offering costs                     -              -                    5,785,915
   Contribution to capital - stockholder/officer                       -              -                      205,400
   Payments from issuance of notes payable                        (622,500)           -                      332,500
   Payments under computer equipment leases                           -                -
   Proceeds from sale and lease-back                                  -               -                     294,644
   Proceeds from sale of common stock                            3,364,452           1,292,531            3,674,452
   Payments of 10% promissory notes                                   -               -                      (46,000)
  Other                                                               -               -                      124,424
                                                        -------------------  ------------------  -------------------

          Net cash flows from financing activities               2,941,952           1,602,531           10,910,009
                                                        -------------------  ------------------  -------------------

NET CHANGE IN CASH AND EQUIVALENTS                                 141,871                (952)             197,242
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                           55,371             145,921                 -              -

                                                        -------------------  ------------------  -------------------
CASH AND EQUIVALENTS, END OF PERIOD                              $ 197,242           $ 144,969            $ 197,242
                                                        -------------------  ------------------  -------------------
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                         $          5,006                 -              $ 206,840
   Issuance of common stock for UIT assets               $            -               $   -              $2,500,000
   Conversion of related party debt to common stock      $         622,500                -               $ 37,900
   Conversion of convertible notes payable to common
       stock                                             $              38            $    -            $   30,038
   Conversion of related party debt into Series A                        -
       preferred stock                                   $                            $     -            $ 810,000
    Net assets exchanged for investment in GEN 02, Inc.  $               -            $     -            $ 744,122
    Issuance of common stock for Sammy's Travel          $               -            $     -            $  54,900
    Preferred Stock Dividend                             $               -          $ 273,000            $     -
   Settlement of litigation                              $          290,000         $      -                   -
                                                                        See Accompanying Notes to Financial Statements

                                                        5

</TABLE>

<PAGE>




                      NETCRUISE.COM, INC. AND SUBSIDIARIES
                           DEVELOPMENT STAGE COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



Note 1            Basis of Presentation

         The consolidated  balance sheet at the end of the preceding fiscal year
has been derived from the audited  consolidated  balance sheet  contained in the
Company's  Form 10-KSB and is  presented  for  comparative  purposes.  All other
financial  statements  are  unaudited.   In  the  opinion  of  management,   all
adjustments which include only normal recurring adjustments necessary to present
fairly  the  financial  position,  results of  operations  and cash flows of all
periods  presented have been made. The results of operations for interim periods
are not necessarily indicative of the operating results for the full year.

         Footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been omitted in
accordance  with the  published  rules and  regulations  of the  Securities  and
Exchange Commission.  These consolidated  financial statements should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's Form 10-KSB for the most recent fiscal year.

         In  accordance  with  AICPA  Statement  of  Position  98-1 the  Company
capitalizes the direct cost of materials,  services and interest consumed in the
development of computer  software.  Such costs,  as well as the cost of acquired
technology  licenses and related  assets,  are being amortized over three years,
subject to periodic evaluation for impairment.


Note 2            Activities of the Company

         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
continue  the  marketing  and sales  efforts of 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 a related party.

         As of November 5, 1998,  the Company  began  generating  revenues  from
shared commissions earned by the network of Sterling Travel Consultants recently
acquired,  although  these  revenues  were not  significant  through  the fiscal
quarter  ended   September  30,  2000.  The  Internet  travel  business  is  now
operational and management of the Company began television test marketing of the
Company's  products  in  August,  2000.  The  results of test  marketing  of the
Company's products via a television  infomercial,  were encouraging and produced
in  excess  of 100  new  independent  travel  consultants.  The  infomercial  is
currently  being  enhanced and the Company  expects to roll-out  the  television
infomercial   campaign  in  January   2001.   These   efforts  are  expected  to
significantly  increase  revenues  in  2001.  The  Company  plans to  pursue  an
aggressive   marketing  campaign  as  well  as  expand  its  network  of  travel
consultants throughout 2001.

         On March 6,  2000 the  Company  completed  a private  placement  of its
common stock in a series of related  transactions  with Mr. Joseph Perri whereby
Mr.  Perri  purchased  12,362,500  shares  of the  Company's  common  stock  for
$2,272,500.


                                        6

<PAGE>

         On April 24, 2000, the Company and UIT restructured the agreement where
the Company acquired computer software,  a technology license and related assets
from UIT in July, 1998. In the  restructuring,  various disputes that had arisen
between the Company and UIT regarding the  implementation and performance of the
July 1998 Agreement were fully resolved and released. UIT provided a revised and
updated PAV  software and  technology  license to the  Company,  sold  1,500,000
shares  of the  Company's  common  stock  in a  private  transaction  for a cash
purchase  price  of  $600,000  to Mr.  Joseph  Perri,  the  Company's  principal
shareholder, and agreed to the Company's cancellation of the Class X and Class Y
Warrants to purchase an aggregate of 1,600,000 shares. In addition,  a principal
shareholder of UIT agreed to the Company's Cancellation of the Class V and Class
W Warrants to purchase an aggregate of 400,000 shares.  In this connection,  the
Company  issued two new  privately  placed  warrants  to  purchase up to 500,000
shares;  a Series U Warrant  permitting  UIT to purchase up to 400,000 shares of
common  stock for a period of five years at an initial  purchase  price of $1.00
per share and a Series V Warrant  permitting a principal  shareholder  of UIT to
purchase  up to 100,000  shares of common  stock over a five year  period for an
initial  purchase price of $1.00 per share.  For accounting  purposes,  the fair
value of the warrants issued has been charged to expense in the second quarter.

         On  August  9,  2000 the  Company,  borrowed  $200,000  from Mr.  Perri
evidenced by a Promissory  Note in the amount of $200,000  dated August 9, 2000.
The Note bears  interest at 10% per annum,  is payable one year from the date of
execution  and is  convertible  into shares of  restricted  common  stock of the
Company at a conversion price of $0.20 per share.

         On October  25,  2000 the  Company  completed  a private  placement  of
5,000,000  shares of its $.0001 par value common  stock  pursuant to a series of
related  agreements (the "Active Media  Agreements") with Active Media Services,
Inc.  (doing  business  under  the  trade  name of  "Active  International")  in
consideration  for  issuance to the  Company of  $5,000,000  of Trade  Credit by
Active International. The Active Media Agreements provided for the broker of the
transaction  to be issued  250,000 of the Shares and  assigned  $250,000  of the
Trade Credit as compensation for services.

         Under  the terms of the  Active  Media  Agreements,  the  Company  will
utilize the trade credit,  together with  required  cash  payments,  to purchase
advertising  media and related goods and services through Active  International,
including  television,  radio,  print and  Internet  advertising  media.  Active
International  has agreed to serve as the Company's media buying service for the
development and implementation of the Company's media plans for its advertising.
Moreover,  the Company will have access to Active  International's  inventory of
travel related services, at a discount which the Company intends to offer to its
Independent  Travel  Consultant  and travel agent  members,  and  consumers  who
purchase travel through them.

          At  the  present  time  the  Company  does  not  believe  that  it has
sufficient  resources to provide for its planned  operations for the next twelve
months.  The  Company  is  presently  pursuing  a  number  of  options  to raise
additional  funds that may be needed to market or  complete  enhancement  to its
website and infomercial or to fund cash shortfalls should  anticipated  revenues
not be achieved.

         As the Company moves from the development  stage to the operating stage
of the Internet travel business and begins its aggressive  marketing campaign to
build its network of independent  travel  consultants,  revenues are expected to
increase.  The Company  completed  production  of its TV  infomercial  and began
television  test  marketing of its  products in August 2000.  The results of the
infomercial test television  broadcasting were  encouraging.  As a result of the
tests the  infomercial is currently  being  enhanced and the Company  expects to
begin aggressive television broadcasting of the infomercial in January 2001. The
infomercial  is  expected  to produce a  significant  influx of 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.

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

                                        7
<PAGE>

Note  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 and 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
immediately  sold  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 granted the plaintiff a $434,736  first
lien  security  interest  in  their  assets,  which  will be  canceled  when the
Company's obligation to pay this Sale Price Difference is canceled or concluded.


Note 4            Increase in shares available for stock option grants.

         On July 11,  2000 the Board of  Directors  of the  Company  amended the
Corporation's Stock Incentive Plan to provide an additional  6,000,000 shares of
the  Corporation's  $.0001 per value common stock for issuance under the plan so
that the total  number of shares which may be issued under the plan is increased
from 500,000 to 6,500,000 shares.  This increase was ratified by written consent
of holder of a majority of the shares of Common Stock of the Company on July 11,
2000.



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

         The Company has been in the  development  stage and has generated  only
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 nine and three months  periods ended  September 30, 2000
were $80,044 and $262,385 compared to $58,819 and $238,468 for the corresponding
1999 periods.

         The corresponding cost of service for the nine and three months periods
ended  September  30, 2000 were  $107,331  and  $41,265  compared to $84,246 and
$27,071 for the corresponding  1999 periods.  The net loss before  Extraordinary
Items  for  the  nine  and  three  months  periods  ended   September  30,  2000
($2,227,451)  or $0.12  cents a share  and  ($718,730)  or  $0.03  cents a share
compared to a loss of  ($2,466,703) or $0.22 cents a share or ($853,933 or $0.09
cents  a  share  for  the  corresponding  1999  periods.  As  reflected  in  the
accompanying  financial  statements,  the Company has incurred  losses  totaling
($11,213,785) since inception and at September 30, 2000 had a working capital of
$505,305.

                                        8

<PAGE>

        General and  administrative  expenses were  $2,904,805 and $759,295 for
the nine and three  month  periods  ending  September  30,  2000 as  compared to
$2,082,882 and $717,395 for the corresponding  1999 periods.  The primary reason
for the  difference  between  the two  periods is the  settlement  with UIT (see
below).

         Cost increases for the three months ended September 30, 2000 consist of
marketing costs, ($8,565),  Cost decreases for the period consist of payroll and
payroll  related  costs   ($32,883),   professional   fees  ($3,290)  and  other
administrative costs ($16,961).

         Cost increases for the nine months ended September 30, 2000 consists of
marketing costs ($56,992).  Cost decreases for the period consist of payroll and
payroll  related  costs  ($47,055)   professional   fees  ($105,913)  and  other
administrative costs ($38,919).

Continuing Development of Business

         Initially  revenues from the Company's Internet Travel business 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 Company's  revenue will be derived from commissions  earned from the sale of
travel through the independent travel consultants.  The Company'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 initial subscription fee is
$149.00  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 Company'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 Company's live travel agents.

Liquidity and Capital Resources

         On April 24, 2000, the Company and UIT restructured the agreement where
the Company acquired computer software,  a technology license and related assets
from UIT in July 1998. In the  restructuring,  various  disputes that had arisen
between the Company and UIT regarding the  implementation and performance of the
July 1998 Agreement were fully resolved and released. UIT provided a revised and
updated PAV  software and  technology  license to the  Company,  sold  1,500,000
shares  of the  Company's  common  stock  in a  private  transaction  for a cash
purchase  price  of  $600,000  to Mr.  Joseph  Perri,  the  Company's  principal
shareholder, and agreed to the Company's cancellation of the Class X and Class Y
Warrants to purchase an aggregate of 1,600,000 shares. In addition,  a principal
shareholder of UIT agreed to the Company's Cancellation of the Class V and Class
W Warrants to purchase an aggregate of 400,000 shares.  In this connection,  the
Company  issued two new  privately  placed  warrants  to  purchase up to 500,000
shares;  a Series U Warrant  permitting  UIT to purchase up to 400,000 shares of
common  stock for a period of five years at an initial  purchase  price of $1.00
per share and a Series V Warrant  permitting a principal  shareholder  of UIT to
purchase  up to 100,000  shares of common  stock over a five year  period for an
initial  purchase price of $1.00 per share.  For accounting  purposes,  the fair
value of the warrants issued has been charged to expense in the second quarter.

         On August  9,  2000,  the  Company  borrowed  $200,000  from Mr.  Perri
evidenced by a Promissory  Note in the amount of $200,000  dated August 9, 2000.
The Note bearing interest at 10% per annum, is payable one year from the date of
execution and is convertible into shares of restricted stock of the Company at a
conversion price of $0.20 per share.

         On October  25,  2000 the  Company  completed  a private  placement  of
5,000,000  of its $.0001 par value  common  stock (the  "Shares")  pursuant to a
series of related  agreements (the "Active Media  Agreements") with Active Media
Services,  Inc. (doing business under the trade name of "Active  International")
in  consideration  for issuance to the Company of  $5,000,000 of Trade Credit by
Active International. The Active Media Agreements provided for the broker of the
transaction  to be issued  250,000 of the Shares and  assigned  $250,000  of the
Trade Credit as compensation for services.

         Under  the terms of the  Active  Media  Agreements,  the  Company  will
utilize the trade credit,  together with  required  cash  payments,  to purchase
advertising  media and related goods and services through Active  International,
including  television,  radio,  print and  Internet  advertising  media.  Active
International  has agreed to serve as the Company's media buying service for the
development and implementation of the Company's media plans for its advertising.
Moreover,  the Company will have access to Active  International's  inventory of
travel related services, at a discount which the Company intends to offer to its
Independent  Travel  Consultant  and travel agent  members,  and  consumers  who
purchase travel through them.

         Active International has the right to request SEC registration ("Demand
Registration") of 1,000,000 of the Shares commencing October 18, 2001 and Demand
Registration  of an additional  1,000,000  Shares  commencing  October 18, 2002,
subject to its  agreement  to not  dispose of or  otherwise  transfer  more than
250,000  Shares during each 90-day period  following the effective  date of each
such registration.  In addition,  Active International has the right to have its
shares  included  in an  SEC  registration  ("piggy-back  registration")  by the
Company  of other  equity  securities  or  securities  convertible  into  equity
securities  (except  for  a  registration   relating  solely  to  securities  of
participants  in a  Company  stock  plan or on  Form  S-4 or a  registration  of
convertible debt securities which also includes only the equity  securities into
which they are convertible).  Piggy-back registration of Active Media Shares may
be deferred temporarily at the request of an underwriter under certain specified
conditions. The Company is obliged to absorb all of the usual issues cost of any
SEC registration of Active Media's Shares.

         In connection with the Company's agreements with Active  International,
Mr. Joseph Perri,  Chairman of the Company and  principal  shareholder,  entered
into an  agreement  with the Company on October  25,  2000  pursuant to which he
agreed to the cancellation of the  Anti-Dilution  Option  Agreement  between the
Company and Mr. Perri dated March 1, 2000,  which gave him the right to maintain
his  percentage  interest in the Company's  Common Stock for a purchase price of
$.20 per share.

         The Company and Mr. Perri also agreed that he would exercise his rights
under the  Anti-Dilution  Option Agreement by acquiring 396,904 shares of Common
Stock for a cash consideration of $79,381 by reason of the Company's issuance of
500,000  shares  to  Benjamin  S.  Gage  (included  in the  Company's  Form  S-8
registration statement),  25,000 shares of stock to Alliant Technologies,  Inc.,
11,750  shares to  Patricia  Simmons and pending  issuances  of 3,500  shares to
Vision  Corporate  Consulting  and 55,000  shares to Alliant,  and also  convert
$200,000 principal amount of outstanding Company debt owed to him into 1,000,000
shares of Common Stock.

         As a result of the transaction discussed above, the Company will have a
total of 28,472,304  shares issued and outstanding,  of which Mr. Perri will own
15,758,912  shares, or approximately  55.4%, and Active  International  will own
4,750,000 shares, or approximately 16.7%, of the Company's Common Stock

         On  September  30,  2000,  the Company had cash of $636,642 and working
capital of $257,287.  The Company's  Internet travel business is now operational
and  management  began test  television  marketing of the Company's  products in
August 2000. The results of the infomercial  test television  broadcasting  were
encouraging and produced in excess of 100 new independent travel consultants. As
a result  of the tests the  infomercial  is  currently  being  enhanced  and the
Company expects to begin aggressive  television  broadcasting of the infomercial
in January 2001. 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  2001.  At the  present  time the
Company  does not believe  that it has  sufficient  resources to provide for its
planned operations for the next twelve months. The Company is presently pursuing
a number of options to raise the  additional  funds that may be needed to market
or  complete  development  of  its  website  and  infomercial  or to  fund  cash
shortfalls  should  anticipated  revenues not be achieved.  As the Company moves
from  the  development  stage to the  operating  stage  of the  Internet  travel
business and initiates an aggressive  marketing campaign to build its network of
independent  travel  consultants,   revenues  are  expected  to  increase.   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.


PART II           OTHER INFORMATION

Item  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

         (a)   Exhibits  required  by  item  601  of  Regulation  S-B.   None.

(b)           Reports on Form 8-K. The Company  filed three  reports on Form 8-K
              during the quarter  ended  September  30,  2000;  a Form 8-K/A for
              April24,  2000,  a Form 8-K for  July 11,  2000 and a Form 8-K for
              October 18, 2000.

                                   SIGNATURES

                  Pursuant to  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.


                                                     netcruise.com, inc.

Date_____________________                   ____________________________________
                                                     Lawrence E. Burk
                                         President and Chief Executive Officer

Date_____________________                   ____________________________________
                                                     John H. Wasko
                                          Secretary, Treasurer and
                                                     Chief Financial Officer