1


                       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 March 31, 2000)

                         Commission File Number 1-12689

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

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

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

                                 (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, 2000:  20,827,428
shares of Common Stock

            Transitional Small Business Disclosure Format (check one)

                                    Yes X No


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

               GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                          DEVELOPMENT STAGE COMPANIES
                          CONSOLIDATED BALANCE SHEETS


                                                                            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



<PAGE>

                      NETCRUISE.COM, INC. AND SUBSIDIARIES
                          DEVELOPMENT STAGE COMPANIES
                          CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)


                                                                                           Period from
                                                                                          March 7, 1994
                                                                                          (Commencement of
                                                   Three Months       Three Months         Development
                                                      Ended              Ended           Stage Activites) to
                                                  March 31, 2000     March 31, 1999       March 31, 2000


SERVICE REVENUES                                       $ 108,118             $ 80,533            $ 525,084


EXPENSES:
           Cost of Service                                 29,739               31,299              328,258
           General and Administrative:
            Payroll                                       174,733              190,743            3,030,515
            Depreciation and Amortization                 204,841              221,658            1,852,766
            Professional Fees                              96,058              272,347            1,852,366
            Travel & Entertainment                          3,675               12,035              274,375
            Advertising & Promotion                        78,944               75,925              359,384
            Other                                          27,156              103,154            1,536,376
           Interest Expense (Income), net                   (877)                 (818)             232,155
                                                          616,023              836,343            9,225,193

LOSS BEFORE EQUITY IN GEN 02, INC.                      (507,905)             (755,810)          (8,700,109)

EQUITY IN LOSS OF GEN02, INC.                                 0               (194,310)            (794,130)

EXTRAORDINARY ITEM-GAIN ON
      TROUBLED DEBT RESTRUCTURING                        462,436                    0               462,436

NET (LOSS) INCURRED DURING
     THE DEVELOPMENT STAGE                              ($45,469)            ($950,120)        ($9,031,803)

WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                        12,676,329             7,282,802            4,408,911

BASIC AND DILUTED LOSS PER
     COMMON SHARE
             Loss before extraordinary Item              ($0.04)               ($0.13)              ($2.05)
             Extraordinary Item                           $0.04                     0                    0
             Net Loss                                     $0.00                ($0.13)              ($2.05)


                                                         See Accompanying Notes to Consolidated Financial Statements

                                                        3


<PAGE>
                      netcruise.com, inc. and subsidiaries
                  (formerly Genisys Reservation Systems, Inc.)
                          DEVELOPMENT STAGE COMPANIES
                      CONSOLIDATED STATEMENT OF CHANGES IN
                              STOCKHOLDERS' EQUITY
                                   (UNAUDITED)





                                                                                                    Deficit
                                                                                                    Accumulated
                                                                                    Additional      During the
                                 Common Stock*            Series A Preferred Stock   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      12,481,609       1,249            -            -        2,043,955             -          2,045,344





NET LOSS                          -           -            -            -                -          (45,469)         (45,469)
                                                                                                                   --------------

BALANCE AT
 MARCH 31, 1999           20,827,428     $ 2,083      381,177           $ 38      $12,139,315     ($9,031,803)      $3,109,633



                                              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
                                                         Three Months Ended  Three Months Ended   Activities to
                                                          March 31,2000       March 31,1999       March 31,2000
                                                        ------------------  ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                      ($45,469)          ($950,120)         ($9,031,803)
   Adjustments to reconcile net loss to net
    cash flows from operating activities
      Equity in loss of Gen 02, Inc. since its inception                              194,310              798,654
      Depreciation and amoritization                              204,841             221,658            1,832,755
      Issuance of Common Stock for Services                                          -                   -  49,600
      Contribution to capital for services rendered                                  -                   - 129,473
      Changes in operating assets and liabilities:
        Accounts receivable                                         7,107              16,810                 (906)
        Prepaid expenses                                         (135,432)            (15,505)            (364,163)
        Deposits and other                                         74,246              11,063         (276)
        Accounts payable and accrued expenses                    (347,356)            176,934              357,644
                                                        ------------------  ------------------  -------------------
          Net cash flows from operating acctivities              (242,063)           (344,850)          (6,229,022)
                                                        ------------------  ------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software                            (47,641)           (124,750)          (1,904,991)
   Acquisition of Prosoft, Inc.                                                      -                   - (34,601)
   Acquisition of Sammys Travel World                                                       0                6,224
   Advanced to GEN 02, Inc.                                        (7,837)            (77,290)             (47,837)
                                                        ------------------  ------------------
           Net cash flows from investing activities               (55,478)           (202,040)          (1,981,205)
                                                        ------------------  ------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of Notes Payable - Related Parties                                       -                    338,674
   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                                          -                     (63,076)
   Proceeds from sale and lease-back                                                 -                     294,644
   Proceeds from sale of common stock                           2,272,500             502,532            2,582,500
   Payments of 10% promissory notes                                                  -                     (46,000)
  Other                                                                              -                     187,500
                                                        ------------------  ------------------  -------------------

          Net cash flows from financing activities              1,650,000             502,532            9,618,057
                                                        ------------------  ------------------  -------------------

NET CHANGE IN CASH AND EQUIVALENTS                              1,352,459             (44,358)           1,407,830
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                          55,371             145,921                 -
                                                        ------------------  ------------------
CASH AND EQUIVALENTS, END OF PERIOD                           $ 1,407,830           $ 101,563          $ 1,407,830
                                                        ------------------  ------------------  -------------------
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                                             $  877                     $ 202,711
   Issuance of common stock for UIT assets               $                   $      -                 $ 2,500,000
   Conversion of related party debt to common stock              622,$00                                $ 660,000
   Conversion of convertible notes payable to common
       stock                                             $                   $      -                    $ 30,000
   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
    Assets.                                              $                          $ 54,900             $ 54,900

                                                                        See Accompanying Notes to Financial Statements

                                                        5


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<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 March 31,  2000.  Management  of the Company  expects the
Internet travel business to be fully  operational in mid-2000 and is planning to
begin television marketing of the Company's products in mid-2000.  These efforts
are expected to  significantly  increase  revenues in 2000. The Company plans to
continue  an  aggressive  marketing  campaign  as well as expand its  network of
travel  consultants  throughout  2000.  The Company  expects its  operations  to
achieve  break-even  by the end of fiscal  2000.  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, 2000.

                 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.  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

                                        6
<PAGE>
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 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 June 2000.
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.


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. At
the Annual Meeting of  Shareholders  held on October 13, 1999, the  shareholders
ratified the acquisition of the assets and the approved the issuance of 1,100,00
shares of common stock and two stock purchase warrants.

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).


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



Results of Operations


                  Initially  revenues from the 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 Companyss.s revenue will be derived from commissions earned from the sale of
travel through the independent  travel  consultants.  The  Companyss.s  business
model is built around the sharing of  commissions  with the  independent  travel
consultants generated from travel industry vendors such as airlines, hotels, car
rental  companies,  resort  properties,  tour operators and cruise.  The Company
believes that commission sharing with the independent  travel consultant,  which
ranges from 50% to 60% of the  commissions  received by NetCruise in  connection
with travel sales made by the independent travel consultant, is a key enticement
for individuals to subscribe to become members.  The 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


                                                              7


<PAGE>
vendors (in addition to its share of the standard travel commissions).  However,
a  significant  change in the  prevailing  commission  structure  in the  travel
industry could have a detrimental  effect on the Companyss.s  ability to attract
and retain  independent  travel  consultants  and benefit from the other revenue
sources  listed  above,  which  are  substantially  created  through  this  core
distribution system.

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

The Company has 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, 2000 were  $108,118  compared to
$80,533 for the 1999 period.

                  The  corresponding  cost of sales for the three  months  ended
March 31, 2000 was $29,739 compared to $31,299 for the1999 period.  The net loss
before extraordinary item for the three months ended March 31, 2000 was $507,905
or $0.04 a share  compared  to a loss of  $755,810  or $.10 a share for the 1999
period. The extraordinary gain resulted from troubled debt restructuring related
to the Joseph  Perri  investment.  As reflected  in the  accompanying  financial
statements,  the Company has incurred losses totaling $9,031,803 since inception
and at March 31, 2000, had working capital of $1,548,327.

                  General and  administrative  expenses  were  $380,566  for the
three  months  ended March 31, 2000 as compared to $584,204 for the 1999 period.
The primary reason for the  difference  between the two periods is a decrease in
professional fees.

                  Advertising and promotion  costs increased  $73,019 during the
2000 period.  Cost  decreases  during the 2000 period  consist of payroll  costs
($16,010),  professional fees ($176,289), travel and entertainment ($8,260), and
other expenses ($75,998).


Liquidity and Capital Resources

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

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

                     During January 2000 and February 2000, the Company borrowed
an additional $175,000 from Joseph Perri evidenced
by three Convertible Promissory Notes. The Notes bear interest at 8% per


                                                              8

<PAGE>
annum,  are  payable  one year from the date of  execution  of each note and are
convertible  into shares of common stock of the Company at a conversion price of
$0.20 per share.

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

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

                 As a result of these  transactions,  Mr. Perri acquired a total
of 12,662,008  issued and outstanding  shares of the Company's  common stock, or
approximately  60.79% of the 20,827,428 total shares issued and outstanding,  as
of March 31, 2000,  and the Company  reduced its  outstanding  debt  obligations
$787,500.

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

                  On April  24,  2000,  the  Company  and UIT  restructured  the
agreement where the Company acquired computer software, a technology license and
related assets from UIT. Under the terms of the restructured  agreement UIT sold
1,500,000  shares of common  stock of the  Company  to Mr.  Perri for a purchase
price of  $600,000.  Additionally,  Mr. Perri  agreed to a  cancellation  of the
aforementioned  option  agreement to purchase an additional  4,625,000 shares of
common stock of the Company for a cash purchase  price of $600,000.  As a result
of the restructured agreement Mr. Perri now owns a total of 14,162,008 shares of
the Company's  common stock or 66.77% of the total shares  currently  issued and
outstanding.

               On March 31, 2000, the Company had cash of $1,407,830 and working
capital of $1,548,327. The Company's internet travel business is now operational
and  management  is planning to begin  television  marketing of the  Companyss.s
products in  mid-2000.  These  efforts are  expected to  significantly  increase
revenues. The Company plans to initiate an aggressive marketing campaign as well
as expand its  network  of travel  consultants  throughout  2000.  Although  the
Company  has also  begun  to  receive  contingent  payments  from GEN O2,  these
revenues have not been  significant to date. The Company  expects its operations
to achieve break-even by the end of fiscal 2000. The Company completed a private
placement  of common stock in March 2000  whereby it sold  12,362,500  shares of
Common Stock for an aggregate of $2,272,500.  The Company  estimates,  including
anticipated  cash to be received  from  revenues  and the proceeds of the recent
private  placement,  that it will have  sufficient  resources to provide for its
planned  operations  for the next twelve  months.  As the Company moves from the
development  stage to the operating  stage of the internet  travel  business and
initiates an aggressive  marketing  campaign to build its network of independent
travel consultants, revenues are expected to increase. The Company is completing
production  of its TV  infomercial  and  intends to begin its  television  media
campaign in mid-2000.  Test marketing of the  infomercial is expected to produce
approximately 200 new independent travel consultants over a two month

                                                     9
<PAGE>
period.  The subscription fees from the new independent travel  consultants,  as
well as  commissions  derived from the increased  volume of travel booked by the
independent travel consultants will also contribute to increased revenues.

PART II           OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K

                  Form 8-K  Filed on March 17, 2000
                  Exhibit A:  Independent Accountant's Report

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_May 11, 2000_______                   ____________________________________
                                                     Lawrence E. Burk
                                           President and Chief Executive Officer

Date_May 11, 2000_______                   ____________________________________
                                                     John H. Wasko
                                                  Secretary, Treasurer and
                                                     Chief Financial Officer


                                                     10

<PAGE>
                                   EXHITBIT A



                         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 March  31,  2000,  and the  related  consolidated
statements of operations,  changes in stockholders'  equity,  and cash flows for
the  three-month  period  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
March 27, 2000