SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549


                                                 Form 10- QSB/A


                                                    (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 March 31, 1999)

                                          Commission File Number 1-12689

                             Genisys Reservation Systems, 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 March 31,  1999:  7,295,409
shares of Common Stock

                 Transitional Small Business Disclosure Format (check one)
                                                     Yes X No

<PAGE>

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

                                                                                        March            December
                                                                                          31, 1999          31, 1998
                                                                                        -------------  -------------------
                                                                                        (unaudited)
                                                                 ASSETS

CURRENT ASSETS:
       Cash and cash equivalents
       Accounts receivable, less allowance for doubtful                                     $101,563             $145,921
         accounts of $15,000
       Prepaid expenses                                                                       50,364               67,174
              Total Current Assets                                                            14,670                  835
                                                                                        -------------  -------------------
                                                                                             166,597              213,930
INVESTMENT IN, AND ADVANCES TO, GEN 02, INC.
                                                                                             547,184              664,204
PROPERTY AND EQUIPMENT
                                                                                             112,429               91,400
COMPUTER SOFTWARE, TECHNOLOGY LICENSE AND
    RELATED ASSETS, LESS ACCUMULATED AMORITIZATION
                                                                                           2,328,014            2,376,265
OTHER ASSETS
                                                                                              77,303               94,638
                                                                                        -------------  -------------------
                                                                                          $3,231,527           $3,440,437
                                                                                        =============  ===================


                                                                            LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES:
        Current maturities of long-term debt                                                 $31,250              $21,875
        Accounts payable and accrued expenses                                                389,976              208,509
        Accrued interest payable - related party                                             182,069              179,758
                                                                                        -------------  -------------------

                 Total current liabilities                                                   603,295              410,142
                                                                                        -------------  -------------------

LONG-TERM DEBT, LESS CURRENT MATURITIES                                                       81,250               90,625
                                                                                        -------------  -------------------




COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY:
     Preferred Stock, $.0001 par value: 24,294,000 shares
          authorized: none oustanding
    Series A preferred stock, $.0001 par vlaue, 706,000 shares                                     -                    -
          authorized; Issued and outstanding 381,177 shares
     Common Stock, $.0001 par value; 75,000,000 shares                                            38                   38
          authorized; issued and outstanding 7,295,409 * shares (1999)
          and 6,913,965* shares (1998)
      Additional paid in capital                                                                 730                  691
      Deficit Accumulated During the Development Stage                                     9,075,951            8,518,558
                                                                                          (6,529,737)          (5,579,617)
                                                                                        -------------  -------------------
Total Stockholders Equity
                                                                                           2,546,982            2,939,670
                                                                                        -------------  -------------------

                                                                                          $3,231,537           $3,440,437
                                                                                        =============  ===================
*2,000,000 shares issued are subject to shareholder approval (See Note 3).

                                  See Accompanying Notes to Consolidated Financial Statements

                                                                    2

<PAGE>
                                                                                          Period from
                                                                                          March 7, 1994
                                                                                         (Commencement of
                                                   Three Months       Three Months         Development
                                                      Ended              Ended         Stage Activites) to
                                                  March 31, 1999     March 31, 1998       March 31, 1999
                                                 ---------------     --------------       --------------


SERVICE REVENUES                                        $ 80,533             $ 14,821            $ 222,073
                                                        ---------            ---------           ---------


EXPENSES:
           Cost of Service                                 31,299               19,665              210,569
           General and Administrative:
            Payroll                                       190,743              202,253            2,151,278
            Professional Fees                             272,347               78,425            1,225,901
            Travel & Entertainment                         12,035               16,510              227,688
            Advertising & Promotion                         5,925               16,735              208,150
            Other                                         103,154               98,838            1,099,449
           Depreciation and Amortization                  221,658               96,032            1,109,666
           Interest Expense (Income), net                    (818)               7,327              204,881
                                                          836,343              535,785            6,437,582
                                                          -------              -------            ---------

LOSS BEFORE EQUITY IN GEN 02, INC.                        (755,810)           (520,964)          (6,215,509)

EQUITY IN LOSS FOR GEN 02, INC.                           (194,310)                -               (314,228)
                                                                              ---------            ---------

NET (LOSS) INCURRED DURING
     THE DEVELOPMENT STAGE                              ($950,120)           ($520,964)         ($6,529,737)
                                                                             ==========         ============


WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                        7,282,802              4,378,927            3,501,018
                                                                             ---------            ---------

BASIC AND DILUTED LOSS PER
     COMMON SHARE                                          ($0.13)              ($0.12)              ($1.87)
                                                           -------              -------              -------



                                                 See Accompanying Notes to Consolidated Financial Statements

                                                        3

<PAGE>






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


Balance - December 31, 1998         6,913,965        $691      381,177           38       $8,518,558     ($5,579,617)   $2,939,670


PROCEEDS FROM PRIVATE PLACEMENT       340,000          34            -            -          487,966                  -    488,000
OF COMMON STOCK, NET EXPENSES

ISSUANCE OF STOCK UPON
SAMMYS TRAVEL WORLD
ACQUISITION                            36,600           4            -            -           54,896                  -     54,900

COMMON STOCK ISSUED TO FORMER OFFICERS  4,844           1            -            -            14,531                 -      14,532
NET LOSS                                    -           -            -            -                -         (950,120)     (950,120)


BALANCE AT MARCH 31, 1999            7,295,409       $ 730      381,177         $ 38       $9,075,951      ($6,529,737)  $2,546,982
                                    ==========      ======     ========        =====      ===========     ============  ==========


*2,000,000 SHARES ISSUED ARE SUBJECT TO SHAREHOLDER APPROVAL (NOTE 3)

See Accompanying Notes to Consolidated Financial Statements


                               4

<PAGE>
                                                            GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                                                               Development Stage Companies
                                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                                     Period From
                                                                                                   March 7, 1994
                                                                                                 (Commencement of
                                                                                                Development Stage
                                                         Three Months Ended  Three Months Ended   Activities to
                                                          March 31,1999       March 31,1998       March 31,1999
                                                        ------------------  ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                     ($950,120)          ($520,964)         ($6,529,737)
   Adjustments to reconcile net loss to net
    cash flows from operating activities
      Equity in loss of Gen 02, Inc. since its inception          194,310                 -                314,228
      Depreciation and amoritization                              221,658              96,032            1,090,055
      Contribution to capital for services rendered                  -                   -                  49,600
      Changes in operating assets and liabilities:
        Accounts receivable                                        16,810                (995)             (51,270)
        Prepaid expenses                                          (15,505)            (13,970)             (28,350)
        Deposits and other                                         11,063                 -                (57,620)
        Accounts payable and accrued expenses                     176,934             (26,848)             558,691
          Net cash flows from operating acctivities              (344,850)           (466,745)          (4,654,403)
                                                        ------------------  ------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software                           (124,750)            (93,238)          (1,674,732)
   Acquisition of Prosoft, Inc.                                       -                 -                  (34,601)
   Acquisition of Sammys Travel World                             (54,900)              -                  (54,900)
   Advanced to GEN 02, Inc.                                       (77,290)              -                 (117,290)
                                                        ------------------   ------------------  -------------------
           Net cash flows from investing activities              (256,940)            (93,238)          (1,881,523)
                                                        ------------------  ------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of long-term debt                                        -               -                    (171,326)
   Proceeds from public offering of common stock
       and warrants net of deferred offering costs                   -               -                   4,507,915
  Issuance  of common stock for business acquisitions             54,900             -                      92,400
   Contribution to capital - stockholder/officer                    -                -                     205,400
   Proceeds from issuance of notes payable                          -                   9,093              955,000
   Payments under computer equipment leases                         -                 (22,555)             (63,076)
   Proceeds from sale and lease-back                                -                -                     294,644
   Proceeds from sale of common stock                             502,532            -                     812,532
   Proceeds from issuance of 10% promissory notes
      and related warrants, less related costs                     -                 -                     517,500
   Payments of 10% promissory notes                                -                 -                    (563,500)
  Other                                                            -                 -                      50,000
                                                        ------------------  ------------------  -------------------

          Net cash flows from financing activities                557,432             (13,462)           6,637,489
                                                        ------------------  ------------------  -------------------

NET CHANGE IN CASH AND EQUIVALENTS                                (44,358)           (573,445)             101,563
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                         145,921           2,207,841                 -
                                                        ------------------  ------------------  ------------------
CASH AND EQUIVALENTS, END OF PERIOD                             $ 101,563         $ 1,634,396            $ 101,563
                                                        ------------------  ------------------  -------------------
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                         $                          $ 13,506            $ 168,322
                                                        -------------------------------------           ---------
   Issuance of common stock for UIT assets               $                   $      -                 $ 2,500,000
                                                        ---------------------------------------------------------
   Conversion of related party debt to common stock      $                   $      -                   $ 57,609
                                                        ---------------------------------------------------------
   Conversion of convertible notes payable to common
       stock                                             $                   $      -                   $ 30,000
                                                        ---------------------------------------------------------
   Conversion of related party debt into Series A
       preferred stock                                   $                   $      810,000           $  810,000
                                                        --------------------------------------------    ---------
    Net assets exchanged for investment in GEN 02, Inc.  $                   $      -                  $ 744,122
                                                        ---------------------------------------------------------


                                                                        See Accompanying Notes to Financial Statements

                                                        5



</TABLE>

<PAGE>


                         GENISYS RESERVATION SYSTEMS, 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 the 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 five 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 March 31, 1999.  Management  of the Company  expects the Internet
travel  business to be fully  operational  in mid-1999  and is planning to begin
television  marketing of the Company's  products in mid-1999.  These efforts are
expected  to  significantly  increase  revenues in 1999.  The  Company  plans to
continue  an  aggressive  marketing  campaign  as well as expand its  network of
travel  consultants  throughout  1999.  The Company  expects its  operations  to
achieve  break-even  by the end of fiscal  1999.  The  Company has also begun to
receive  contingent  payments  from  GEN 02  although  these  payments  were not
significant  through  the fiscal  quarter  ended  March 31,  1999.  The  Company
completed a private placement of common stock in January 1999 and received gross
proceeds of $1,500,000 . Of this figure, $200,000 was received by the Company in
1998, $510,000 between January,  1999 and March, 1999 and the remaining $790,000
was received by the Company in June 1999.  With these  proceeds and  anticipated
cash to be  received  from  revenues,  the  Company  believes  that it will have
sufficient  resources to provide for its planned  operations for the next twelve
months.  At the present time, the Company does not have any alternative plans to
raise  additional  funds  needed to market or to continue to enhance and upgrade
the  web-site or to fund cash  shortfalls  should  anticipated  revenues  not be
achieved.  In the event the Company decides to purchase  significant  amounts of
media  time for the  television  infomercial,  it will need to raise  additional
funds.  No  assurance  can be made that the  Company  will be able to raise such
funds.



Additionally,  as a result of the sale of the limousine  reservation business to
GEN 02, Inc.,  the Company has limited its  post-December  31, 1998 cash outflow
for the  limousine  reservation  business  to  $140,000  (which  is the  balance
remaining on the Company's loan commitment to GEN 02, Inc.) As the Company moves
from  the  development  stage to the  operating  stage  of the  internet  travel
business and continues its aggressive marketing campaign to build its network of
independent travel consultants,  revenues are expected to increase.  The Company
is  completing  production  of its TV  infomercial  and  intends  to  begin  its
television media campaign in September 1999. Based upon estimates  received from
marketing  consultants hired by the Company (which marketing consultants are not
affiliated  with the persons  making the  informercial),  test  marketing of the
informercial  is expected to produce 2,000 new  independent  travel  consultants
over a two month  period.,  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.


Note 3 Acquisition

Net  Cruise  - As of June 30,  1998,  the  Company's  newly  formed  subsidiary,
NetCruise

Interactive, Inc. ("NetCruise") acquired computer software, a technology license
and related assets from United Leisure Interactive, Inc. ("UIT") in exchange for
2,000,000  shares  of  the  Company's  stock  and  two  warrants   ("Warrants").
Subsequently,  the Company was advised  that  because the  issuance of 2,000,000
shares  and  warrants  exceeded  20%  of  the  Issued  and  outstanding  shares,
shareholder  approval  was  required  by a NASDAQ  rule.  NASDAQ  has  agreed to
continue  listing  the  Company's  securities  on the  NASDAQ  Small Cap  Market
pursuant to the following conditions: (i) the UIT Transaction must be unwound in
the event shareholders do not ratify the acquisition of the software, technology
license  and  certain  related  assets  from UIT and  approve  the  issuance  of
1,100,000  shares of Common Stock and two Stock  Purchase  Warrants to UIT; (ii)
the Company must file a  Definitive  Proxy  Statement  with the  Securities  and
Exchange  Commission  and NASDAQ on or before  February 15, 1999;  and (iii) the
Company  must  submit  documentation  to  NASDAQ on or  before  April  15,  1999
evidencing  either the  receipt  of  shareholder  approval  of the  issuance  of
additional  shares to UIT or the unwinding of the issuance of additional  shares
to UIT and purchase of the  technology  license and certain  related assets from
UIT.  The Company has  requested  an  extension  from NASDAQ with respect to the
deadline to August 31, 1999.


The Company and UIT have  restructured  the transactions so that UIT will return
to the

Company 1,100,000 shares of the Company's Common Stock (retaining 900,000 shares
that are not in violation of the NASDAQ Market Place Rule) and the Warrants. The
Company will issue to UIT  1,100,000  shares of  Convertible  Series B Preferred
Stock (the  "Series B  Preferred  Stock"),  which  Series B  Preferred  Stock is
automatically  convertible  into 1,100,000  shares of the Company's Common Stock
upon  Shareholder  approval of the issuance of the 1,100,000  shares of Series B
Preferred  Stock and the  Warrants.  The Series B Preferred  Stock is non-voting
stock and carries a mandatory dividend of $275,000 payable on September 30, 1999
and a mandatory  quarterly  dividend at the rate of $68,750  commencing with the
quarter ended December 31, 1999. No dividend will be payable if the Shareholders
approve the issuance of the 1,100,000  shares Common Stock and Warrants prior to
the time that the  dividend is payable.  The Company was not able to obtain such
Shareholder  approval,  and will therefore be required to pay the dividend.  The
total purchase in the UIT Transaction is 900,000 shares of the Company's  Common
Stock and  1,100,000  shares of the  Company's  Series B  Convertible  Preferred
Stock.  If  shareholders  ratify  the  acquisition,  the  Series  B  Convertible
Preferred  Stock will  automatically  be converted into 1,100,000  shares of the
Company's Common Stock and the Company will issue two warrants, each to purchase
800,000 shares of Common Stock, as outlined above.


In the event  shareholders  do not  ratify  the  acquisition  of the  assets and
approve the issuance of 1,100,000  shares of Common Stock and two stock purchase
warrants,  the UIT  Transaction  will be  unwound.  In such  event,  the Company
estimates that the cost to undo the transaction  will not exceed  $50,000.  This
estimate  includes  accounting  fees,  legal fees,  recording  fees and employee
termination fees. In the event that the UIT Transaction must be unwound, (i) the
Company shall reassign the technology


license and return the

related  assets  to  UIT;  (ii)  UIT  will  return  to  the  Company  all  stock
certificates and warrants received pursuant to

the UIT  Transaction and (iii) Mr. Brian Shuster will return the warrants issued
to him by the Company;  and (iv) Mr. Brian  Shuster will resign from any officer
or director  position  held by him. In  addition,  Mr. Brian  Shuster's  === ===
consulting fee shall be pro-rated to the date of his resignation and shall cease
as of such date.


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

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

Pro forma results  assuming the  acquisitions had occurred as of January 1, 1998
have not been  presented,  as the  acquisitions of Sterling and Sammy's were not
deemed significant and the acquisition of assets from UIT was not of a business.

The   acquisition  of  assets  from  UIT  is  subject  to  ratification  by  the
shareholders.  (Reference  should be made to "Pro  Forma  Financial  Statements"
appearing elsewhere herein for description of the effects recission.


Note 4 - Stockholders' Equity


Cancellation  of Shares - In August  1996,  the Company  gave notice to a former
officer and director of the Company that it was canceling the 333,216  shares of
its common stock which had been issued to the former officer in connection  with
services to be provided  at the  inception  of Travel  Link.  Such  cancellation
relates to various  claims  made by the Company  against the former  officer and
failure to provide services to the Company. The former officer has contested the
attempt by the Company to cancel his shares.  Pending return of the shares, they
are considered  outstanding for all periods  presented  herein.  (See Note 5 for
information concerning litigation commenced by the former officer.)

Contingent  Shares - In connection  with the Sterling  acquisition  described in
Note 3, an  additional  17,500 shares were placed in escrow and will be released
in the event the Company  achieves  $3,000,000  of gross sales during the twelve
months ended October 31, 1999.


Note 5 Contingencies

On April 17, 1997, a former officer of the Company filed an action in the United
States District Court, District of New Jersey, against the Company, Travel Link,
the  officers of both  companies,  and various  related  and  unrelated  parties
seeking among other things a declaratory  judgement  that the former  officer is
the owner of the 333,216  shares of Common  Stock of the Company  which had been
issued  to him at the  inception  of  Travel  Link for  services  he was to have
provided and for unspecified compensatory and


punitive damages.

The Company  believes that the plaintiff's  claims are without merit and intends
to  vigorously   defend  the  action  and  to  assert   numerous   defenses  and
counterclaims in its answer. (See note 4 - Cancellation of Shares.)

On December 23, 1997, an individual filed an action in the Superior Court of New
Jersey  against the Company and the former  President of the  Company,  alleging
that the former  President of the Company induced such person to lease her place
of employment to assume  employment  with the Company.  The claim seeks monetary
damages  based upon an oral  promise of  employment  allegedly  made by the same
officer of the  Company.  The Company  believes  that the  plaintiff's  claim is
without merit and intends to vigorously defend the action and to assert numerous
defenses in its answer.  A former  officer and  director  has agreed to hold the
Company  harmless and indemnify the Company from any and all claims.  Management
believes  that there will be no  material  effect on the  Company as a result of
this action.






<PAGE>



Note 6 Exchange of Assets

In November 1998, the Company decided to exchange the assets of its computerized
limousine reservation and payment system for a 32.7% interest in Gen 02, Inc., a
Company  newly  formed by a former  director  and  founder of the  Company,  and
contingent  payments  for a  period  of five  years  (up to a  maximum  total of
$1,080,000).  For financial  reporting  purposes,  this  exchange  resulted in a
change in reporting from consolidated (for periods prior to November 6, 1998) to
the  equity  basis  (for  periods  since  November  6,  1998).  (See "Pro  Forma
Statements of Operations  appearing  elsewhere herein for assumed exchange as of
January 1, 1998.)

Summarized information on Gen 02, Inc. for the three months ended March 31, 1999
is as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                                                   March 31,
                                                                                                                      1999

                                            Revenues from external domestic customers                              $  72,906
                                                                                                                   ---------

                                            Expenses:
                                                Cost of services                                                       22,560
                                                General and administrative                                           141,804
                                                Depreciation and amortization                                        102,852
                                                                                                                     -------
                                                     Net loss                                                        267,216
                                                                                                                      $(194,310)

                                            Current assets                                                         $  71,758

                                            Property and equipment                                                   181,897

                                            Computer software costs                                                  441,216

                                            Other assets                                                               43,129
                                                                                                                   $738,000

                                            Current liabilities                                                    $146,662

                                            Due to Company and Transponet                                            122,000

                                            Equity                                                                   469,338
                                                                                                                   $738,000
</TABLE>


<PAGE>



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



Results of Operations

The principal  business  activity of the Company is the Internet Travel business
which generates revenues from people who have paid a subscription fee and signed
up as Independent travel consultants. In addition,  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's  network  of
independent  travel  consultants.  Such  commissions  are then  shared  with the
independent travel consultants.

In order to  concentrate  its resources  and efforts on its  NetCruise  Internet
Travel  business,  in November 1998 the Company agreed to sell the assets of the
computerized limousine and payment system to GEN 02, Inc. a company newly formed
by a management group lead by Mark A. Kenny,  former director and founder of the
Company.  The  Company  owns a minority  interest  in the new  company  and will
receive  royalties on transactions  processed by the new company for a period of
five years.

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

As of February,  1999, the Company  acquired  Sammy's Travel World,  Inc. a full
service  travel agency  serving the northern New Jersey and New York City areas.
The purchase price for the acquisition was 36,600 shares of the company's common
stock which, for accounting  purposes,  is being valued at $1.50 per share or an
aggregate  of $54,900.  The company  believes  that this agency with its team of
travel agents will provide the company with licensing and servicing capabilities
that  will  augment  and  extend  the  current   capabilities  of  the  company,
particularly  the Sterling Travel  consultants.  The Company  believes that this
combination  of experience  and  expertise  will  accelerate  its entry into the
Internet travel business.

                  As indicated above,  revenues and related costs of fiscal 1999
differ  from those of fiscal  1998,  as  revenues  from its former  computerized
limousine  reservation  and  payment  system  represented  all of the  Company's
revenues  until  November 5, 1998 and  thereafter,  all  revenues  relate to its
internet  travel  business.  Reference  should be made to Pro Forma Statement of
Operations, which assumes the sale of the computerized limousine reservation and
payment system as of January 1, 1998.

                  The  Company  has been in the  development  stage and has only
generated  limited revenues.  The Company has been unprofitable  since inception
and expects to incur  additional  operating  losses over the next several fiscal
quarters.  Total revenues for the three months ended March 31, 1999 were $80,533
compared to $14,821 for the 1998 period.

The  corresponding  cost of sales for the three  months ended March 31, 1999 was
$31,299  compared  to $19,665  for  the1998  period.  The net loss for the three
months  ended March 31, 1999 was  $950,120 or $0.13 cents a share  compared to a
loss of $520,964 or $.12 cents a share for the 1998 period.  As reflected in the
accompanying  financial  statements,  the Company has incurred  losses  totaling
$6,529,737  since inception and at March 31, 1999, had a working capital deficit
of $436,698.


                  General and  administrative  expenses  were  $584,204  for the
three  months  ended March 31, 1999 as compared to 412,761 for the 1998  period.
The primary reason for the difference  between the two periods is an increase in
legal expenses related to litigations.

                  Cost  increase  during the 1999 period  consist of  consulting
fees  ($52,200),  professional  fees ($194,500) and other  administrative  costs
($2,900).  Costs  decreases  during the 1999  period  consist  of payroll  costs
($11,500), travel costs ($5,400),  insurance costs ($1,000), and marketing costs
($30,500).


Liquidity and Capital Resources


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


                  In September 1995, January 1996 and December 1996, the Company
entered into sale and leaseback  arrangements  whereby the Company sold the bulk
of its computer  hardware  and  commercially  purchase  software to a lessor for
amounts  totaling  $295,000 and agreed to lease back such  equipment for initial
terms  ranging from 24 to 30 months.  Pursuant to the November  1998 exchange of
assets for a 32.7% interest in Gen 02, Inc. the  obligations  under the sale and
leaseback arrangements were assumed by Gen 02, Inc.

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

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

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

                  The  financing  of  Loeb  Holding  Corp.,  and  the  sale  and
leaseback  arrangement  entered into by the Company  contributed to the original
capitalization of the Company.


                  The  budgeted  cost  of  launching  the  Company's   marketing
campaign,  which  includes  the  development  of  a  data  base  and  networking
capability,  is  expected  to  be  approximately  $1,342,000.  Of  such  amount,
approximately  $198,000 was allocated to complete  development  of the web-site,
which is  currently  operational.  The  Company  intends  to use  $75,000 of the
$198,000 to continue  to enhance  and upgrade the web- site.  Such  improvements
will include  providing  additional  features to the site,  such as personal web
pages  for  the  independent  travel  consultants,   chat  capability,   on-line
accounting  information for the independent travel consultants as well as client
profiling.   The  Company   expects  to  continue   upgrading  the  web-site  as
appropriate.  The  remainder  of the  $1,342,000  will  be  used  to  produce  a
television  video  infomercial and purchase media time. The Company  believes it
will be able to finance such development substantially from proceeds of a recent
private  placement  in the amount of  $1,500,000,  but there can be no assurance
that such funds will be sufficient. In the event the Company decides to purchase
significant amounts of media time for the television  infomercial,  it will need
to raise  additional  funds.  No assurance  can be made that the Company will be
able to raise such funds.

On March 31,  1999,  the  Company  had cash of  $101,563  and a working  capital
deficit of $436,698.  As if November 5, 1998,  the Company has begun to generate
revenues  from  shared  commissions  earned by the  network of  Sterling  Travel
Consultants   recently   acquired,   although   these  revenues  have  not  been
significant.  Management of the Company  expects the Internet travel business to
fully  operational in mid 1999 and is planning to begin television  marketing of
the Company's  products in mid 1999. These efforts are expected to significantly
increase  revenues.  The Company  plans to  continue  the  aggressive  marketing
campaign as well as expand its network of travel  consultants  throughout  1999.
Although the Company has also begun to receive contingent  payments from Gen 02,
these revenues have not been significant.  The Company expects its operations to
achieve break-even by the end of fiscal 1999.


The  Company  completed  a private  placement  of common  stock in January  1999
whereby it sold

1,000,000  shares  of Common  Stock  for an  aggregate  of  $1,500,000  of which
$200,000 was received in 1998 , $510,000 between January,  1999 and March,  1999
and $790,000 in June, 1999. The Company estimates, including anticipated cash to
be received from revenues, that it will have sufficient resources to provide for
its planned  operations  for the next  twelve  months.  At the present  time the
Company does not have any alternative  plans to raise additional funds needed to
market or continue enhancement of the web-site. In the event the Company decides
to purchase significant amounts of media time for the television infomercial, it
will need to raise  additional  funds. No assurance can be made that the Company
will be able to raise such funds.





PART II           OTHER INFORMATION


ITEM 6.           Exhibits and Reports on Form 8-K

                  None


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.


                                              GENISYS RESERVATION SYSTEMS, INC.



              Date_July 19, 1999                  /s/ Lawrence E. Burk
              ====----------                          Lawrence E. Burk
                                          President and Chief Executive Officer

              Date__July 19, 1999                 /s/ John H. Wasko
                         ====---------------          John H. Wasko
                                                     Secretary, Treasurer and
                                                     Chief Financial Officer