SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 8-K/A

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (date of earliest event reported ) April 24, 2000
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                               NETCRUISE.COM, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)



New Jersey                     O-29188                            22-2719541
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(state or other          (Commission file number)               (IRS Employer
jurisdiction of                                                 Identification
incorporation)                                                   Number)



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



                         Registrant's telephone number,
                       including area code, (908) 801-8767
                                 --------------




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Item 5:  OTHER EVENTS

         Settlement of Contract Dispute

         On April 24,  2000,  the Company  completed a  transaction  with United
Internet  Technologies,  Inc.  ("UIT") and its parent  company,  United  Leisure
Corporation ("ULC"), which restructured  agreements they originally entered into
in July  1998  and  subsequently  amended  in 1998  and  1999  (the  "July  1998
Agreement").

         The July 1998  Agreement  sold to the  Company the rights to the travel
Web site named "netcruise.com," together with a business model, worldwide rights
and  a  license  for  UIT's  proprietary  "Parallel  Addressing  Video"  ("PAV")
technology  for  travel  related  applications,   computer  software  and  other
intellectual  property related to the travel business. In consideration for July
1998  Agreement,  the Company issued to UIT 2,000,000  restricted  shares of the
common stock and two warrants to purchase an additional  1,600,000  shares;  one
for the purchase of up to 800,000 shares of common stock at an initial  purchase
price of $2.50 per share (the "Class X Warrant")  and the other for the purchase
of up to an  additional  800,000  shares of common stock at an initial  purchase
price of $6.00 per share (the "Class Y Warrant").  The July 1998  Agreement also
provided  for the  exchange  of  additional  consideration  consisting  of UIT's
assignment of an office lease,  the provision by UIT of managerial and technical
assistance and various payments to be made by the Company.

         In the restructuring completed on April 24, 2000, 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.

Item 7:  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits.

         10.26    Omnibus  Stock  Purchase,  Restructuring  and General  Release
                  Agreement  among the Company,  Joseph  Perri,  United  Leisure
                  Corporation,   United  Internet   Technologies,   Inc.,  Harry
                  Schuster  and Brian  Schuster  dated April 24, 2000  (formerly
                  Exhibit 10.26).

         10.27    Software  License and Domain Name Assignment  Agreement
                  between the Company and United Internet  Technologies,  Inc.
                  dated April 24, 2000 (formerly Exhibit 10.27).




<PAGE>


         10.28    Warrant Agreement between the Company and United Internet
                  Technologies, Inc. dated April 24, 2000 (formerly
                  Exhibit 10.26).

         10.29    Warrant Agreement between the Company and Brian Schuster dated
                  April 24, 2000 (formerly 10.27).


                                                     SIGNATURES


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



July 31, 2000                                        NETCRUISE.COM, INC.



                            By: /s/ Lawrence E. Burk
                                Lawrence E. Burk
                               President and Chief Executive Officer