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 June 30, 1999)

                         Commission File Number 0-29188

               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 June 30, 1999: 7,822,076 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
                                                                                            June            December
                                                                                          30, 1999          31, 1998
                                                                                        -------------  -------------------
                                                                                        (unaudited)
                                                                 ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                                                            $738,367             $145,921
       Accounts receivable, less allowance for doubtful
         accounts of $49,000 (1999) and $15,000 (1998)                                        39,943               67,174
       Prepaid expenses                                                                       17,122                  835
                                                                                        -------------  -------------------
              Total Current Assets                                                           795,432              213,930

INVESTMENT IN, AND ADVANCES TO, GEN 02, INC.                                                 402,180              664,204

PROPERTY AND EQUIPMENT                                                                       105,797               91,400

COMPUTER SOFTWARE, TECHNOLOGY LICENSE AND
    RELATED ASSETS, LESS ACCUMULATED AMORTIZATION                                          2,339,874            2,376,265

OTHER ASSETS                                                                                 183,892               94,638
                                                                                        -------------  -------------------
                                                                                          $3,827,175           $3,440,437
                                                                                        =============  ===================



                                                                            LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES:
        Current maturities of long-term debt                                                $356,673              $21,875
        Accounts payable and accrued expenses                                                532,721              208,509
        Accrued interest payable - related party                                             191,575              179,758
        Accrued Dividend payable                                                             206,250                    0
                                                                                        -------------  -------------------

                 Total current liabilities                                                 1,287,219              410,142
                                                                                        -------------  -------------------

LONG-TERM DEBT, LESS CURRENT MATURITIES                                                       71,875               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                                       38                   38
     Common Stock,  $.0001 par value;  75,000,000 shares authorized;  issued and
          outstanding 7,822,076 * shares (1999)
          and 6,913,965* shares (1998)                                                           782                  691
      Additional paid in capital                                                           9,865,898            8,518,558
      Deficit Accumulated During the Development Stage                                    (7,398,637)          (5,579,617)
                                                                                        -------------  -------------------

Total Stockholders Equity                                                                  2,468,081            2,939,670
                                                                                        -------------  -------------------


                                                                                          $3,827,175           $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>
                                GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                            DEVELOPMENT STAGE COMPANIES
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (Unaudited)




                                                                                             Period from
                                                                                            March 7, 1994
                                                                                         (Commencement of
                        Six Months       Six Months     Three Months     Three Months       Development
                         Ended            Ended            Ended           Ended          Stage Activites) to
                      June 30, 1999    June 30, 1998    June 30, 1999   June 30, 1998        June 30, 1999


SERVICE REVENUES           $179,649        $ 29,874        $ 99,116         $ 15,053           $ 321,189


EXPENSES:
Cost of Service              57,175           47,214          25,876           27,549             236,445
General and Administrative
  Payroll                   399,242          384,919         209,350          190,793           2,360,628
  Professional Fees         363,703          151,192          87,324           84,540           1,313,225
  Travel & Entertainment     26,636           24,581          18,129           10,697             245,817
  Advertising & Promotion    30,014           44,686          24,612            8,762             232,762
  Other                     244,521          178,465         140,497           76,289           1,239,946
Depreciation and
  Amortization              301,371          196,077          79,713          100,045           1,189,379
Interest Expense (Income),
  net                         8,438           (3,001)          9,256           (10,327)            214,137
                          ---------        ----------       --------         ----------         ----------
                          1,431,100        1,024,133         594,757          488,348           7,032,339
                          ---------        ---------        --------         ---------          ---------
LOSS BEFORE EQUITY IN
 GEN 02, INC.            (1,251,451)        (994,259)       (495,641)        (473,295)         (6,711,150)

EQUITY IN LOSS OF
 GEN 02, INC.              (361,319)              0         (167,009)              0             (481,237)

NET (LOSS) INCURRED DURING
 THE DEVELOPMENT STAGE   ($1,612,770)       ($994,259)      ($662,650)       ($473,295)        ($7,192,387)
                         ============       ==========     ===========       ==========        ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING  7,376,433        4,614,158       7,469,035        4,777,572           3,687,531
                           ----------       ----------      -----------      ----------        ------------
BASIC AND DILUTED LOSS PER
 COMMON SHARE                  ($0.22)          ($0.22)         ($0.09)          ($0.10)             ($1.95)
                           ===========       ==========      ==========        ==========         ===========


                       See Accompanying Notes to Consolidated Financial Statements

                        3
<PAGE>
                                             GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                                          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, 1998    6,913,965         $691      381,177           38      $8,518,558    ($5,579,617)    $2,939,670

PROCEEDS FROM PRIVATE PLACEMENT
OF COMMON STOCK, NET OF EXPENSES 866,667           87            -            -       1,277,913          -          1,278,000

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

COMMON STOCK ISSUED TO FORMER
  OFFICERS                         4,844            -            -            -          14,531          -             14,531
 PREFERRED STOCK DIVIDEND
   ACCRUED                                -            -            -            -               -       (206,250)      (206,250)
 NET LOSS                              -            -            -            -               -      (1,612,770)    (1,612,770)
                                  --------       ---------    --------      --------      -------    -----------    -----------
BALANCE AT JUNE 30, 1999         7,822,076        $ 782        381,177      $ 38      $9,865,898    ($7,398,637)    $2,468,081


*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
                                                         CONSOLIDTED STATEMENTS OF CASH FLOWS
                                                                 (UNAUDITED)
                                                                                                    Period From
                                                                                                    March 7, 1994
                                                                                                   (Commencement of
                                                                                                    Development Stage
                                                Six Months Ended           Six Months Ended        Activities to
                                                  June 30,1999               June 30, 1998             June 30,1999
                                                -----------------          -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $(1,612,770)              $(994,259)                 $(7,192,387)
   Adjustments to reconcile net loss to net
    cash flows from operating activities
      Equity in loss of GEN02, Inc.                    361,319                    -                         481,237
      Depreciation and amoritization                   301,371                    196,077                 1,169,768
      Contribution to capital of services rendered         -                      -                          49,600
      Changes in operating assets and liabilities
        Accounts receivable                             27,231                   (9,937)                    (40,849)
        Prepaid expenses                               (16,287)                  (14,002)                   (29,131)
        Deposits and other                             (58,497)                   3,945                    (127,181)
        Accounts payable and accrued expenses          325,979                  (13,981)                    707,736
                                                      ---------                  -------                   ---------
          Net cash flows from operating activities    (671,654)                 (832,157)                (4,981,207)
                                                      ---------                 ---------                 ----------
 CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software               (239,136)                  (189,922)                (1,789,118)
   Acquisition of Prosoft, Inc.                           -                         -                       (34,601)
   Acquisition of Sammy's Travel World                (54,900)                      -                       (54,900)
   Advances to GEN 02, Inc.                           (99,295)                      -                      (139,295)
           Net cash flows from investing activities  (393,331)                 (189,922)                 (2,017,914)

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            310,000                   9,652                     1,265,000
   Payments under computer equipment leases                -                  (42,541)                      (63,076)
   Proceeds from sale and lease-back                       -                        -                       294,644
   Proceeds from sale of common stock               1,292,531                       -                     1,602,531
   Proceeds from issuance of 10% promissory notes
      and related warrants, less related costs             -                        -                       517,500
   Payments on 10% promissory notes                        -                        -                      (563,500)
  Other                                                    -                        -                        50,000
                                                    -----------              -----------                 ------------
         Net cash flows from financing activities   1,657,431                (32,889)                    7,737,488
                                                    -----------              -----------                 ------------
 NET CHANGE IN CASH AND EQUIVALENTS                    592,446             (1,054,968)                      738,367
CASH AND EQUIVALENTS, BEGINNING OF YEAR                145,921              2,207,841                            -
                                                    -----------              -----------                 ------------
CASH AND EQUIVALENTS, END OF PERIOD                   $738,367             $1,152,873                       $738,367
                                                    -----------              -----------                 ------------
SUPPLEMENTAL CASH FLOW INFORMATION
    Interest paid                                     $  -                 $   22,203                       $168,322
   Issuance of common stock fir UIT assets            $  -                   $    -                         $2,500,000
   Conversion of related party debt to common stock   $  -                 $    -                            $57,609
   Conversion of long-term debt to Series A Preferred
        Stock                                         $-                   $37,500                           $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
   Preferred Stock Dividend                           $206,250            $   -                             $206,250

         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 June 30,  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 September 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 the second quarter 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 June 30, 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 February  1999 and the
remaining  $790,000  were  received  by the  Company  in June  1999.  With these
proceeds and anticipated cash to be received from revenues, the Company believed
that it would have  sufficient  resources to provide for its planned  operations
for the next  twelve  months.  However,  there was a four  month  delay from mid
February to mid June in receiving the balance of the private placement  proceeds
in the amount of $790,000 and a  corresponding  delay in launching the Company's
marketing  campaign,  which resulted in a much lower than anticipated  growth in

<PAGE>
the Company's  revenues.  As a result during the delay the Company was forced to
divert  approximately  $600,000  of the private  proceeds  to cover  general and
administrative  expenses. The $600,000 was taken out of the $710,000 the Company
had received from the private  placement as of February 1999,  which the Company
had originally planned on using for marketing  purposes.  The remaining $110,000
of the private  placement  proceeds  received as of February  1999 were used for
web-site development as originally planned.

                 As a result  of these  delays,  the  Company  needs to raise an
additional  $725,000 to continue the launch of the Company's marketing campaign.
Additionally,  the Company is obligated by contract to pay a mandatory  dividend
in the amount of $275,000 to United Internet Technologies, Inc. on September 30,
1999 bringing the total amount of additional  funds required to $1,000,000.  The
$1,000,000  in  additional  funds,  if and when  received,  will be allocated as
follows:  $90,000 to continue upgrading and enhancing the web-site,  $510,000 to
complete  development  of a  television  infomercial  and  purchase  media time;
$125,000 for general working capital and $275,000 to pay the mandatory dividend.
The Company is obligated to pay this dividend if funds are legally available for
such  purpose.  State law  prohibits  the payment of a dividend  if, as a result
thereof,  the Company would be unable to pay its debts as they become due in the
usual  course of its business or the  Company's  total assets would be less than
its total liabilities. The Company is seeking to raise the additional funds, but
if such  funds are not  available  the  Company  will be forced to  curtail  its
marketing  campaign.  In addition to the funding requirement stated above should
the Company decide to purchase  significant amounts of additional media time for
the television infomercial,  additional funds will be required. No assurance can
be made that the Company will be able to raise any additional 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 $135,000 (of
which  $95,000 was loaned to GEN02 as of June 30, 1999 pursuant to 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  infomercial),  test marketing of the infomercial 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  both of which will 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

<PAGE>
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 Common 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 of Common Stock
and the Warrants prior to June 30, 1999. The Company was not able to obtain such
Shareholders approval and will therefore required to pay the dividend. The total
purchase price 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 to 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.


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

<PAGE>
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 leave 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.


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).

Summarized  information  on Gen 02, Inc. for the three and six months ended June
30, 1999 is as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                   Six Months Ended              Three Months Ended
                                                                       June 30,                      June 30,
                                                                          1999                         1999

Revenues from external domestic customers                              $ 141,217                   $  68,311
                                                                        --------                    --------
Expenses:
    Cost of services                                                      41,829                     19,269
    General and administrative                                           249,855                    108,051
    Depreciation and amortization                                        210,852                    108,000
                                                                       ---------                   --------
                                                                         502,536                    235,320
                                                                       ---------                  ---------
         Net Loss                                                       $361,319                   $167,009
                                                                        ========                   ========


<PAGE>
                                                                       June 30,
                                                                         1999

Current assets                                                         $  63,344

Property and equipment                                                   176,525

Computer software costs                                                  441,216

Other assets                                                              49,806
                                                                        ---------
                                                                        $730,891
                                                                        ========
Current liabilities                                                     $170,040

Due to Company and Transponet                                           144,020

Equity                                                                   409,831
                                                                        --------
                                                                        $730,891
                                                                        ========
</TABLE>

                      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  reservation and payment system to GEN
02, Inc. a company newly formed by a management  group lead by Mark A. Kenny,  a
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.
<PAGE>
                  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 and six month periods ended June 30, 1999
were $99,116 and $179,649 compared to $15,053 and $29,874 for the 1998 periods.

                  The corresponding  cost of service for the three and six month
periods  ended June 30, 1999 were  $25,876  and $57,175  compared to $27,549 and
$47,214 for the1998  periods.  The net loss for the three and six months  period
ended June 30, 1999 was $662,650 or $0.09 cents a share and  $1,612,770 or $0.22
cents a share  compared to a loss of $473,295 or $.10 cents a share and $994,259
or $0.22 cents a share for the 1998  periods.  As reflected in the  accompanying
financial statements,  the Company has incurred losses totaling $7,192,387 since
inception and at June 30, 1999, had a working capital deficit of $491,787.

                  General  and   administrative   expenses   were  $479,911  and
$1,064,116  for the three and six month periods ending June 30, 1999 as compared
to $371,081  and  $783,843  for the 1998  periods.  The  primary  reason for the
difference  between  the two  periods  is an  increase  in legal and  accounting
expenses.

                  Costs  increases  for the three  months  ended  June 30,  1999
consist  of  payroll  and  payroll  related  costs  ($18,557),  consulting  fees
($44,417),  travel costs ($7,432),  insurance costs  ($21,395),  marketing costs
($15,850) and other  administrative  costs  ($42,813)  while  professional  fees
decreased $41,633 for the period.

                  Cost  increases for the six months ended June 30, 1999 consist
of payroll and payroll  related  costs  ($14,323),  consulting  fees  ($96,683),
professional fees ($115,829),  travel costs ($2,055),  insurance costs ($20,383)
and  other  administrative  costs  ($45,673)  while  marketing  costs  decreased
$14,672.

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  purchased  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.
<PAGE>
                  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.

                  During  April  1999,  the  Company  and a  principal  of  Loeb
Partners,  Corp.  signed two  Promissory  Notes each in the amount of  $105,000,
whereby the Company borrowed a total of $210,000.  The Promissory  Notes,  which
bear interest at 10% per annum, are payable on demand.

During April 1999,  the Company and Warren D.  Bagatelle,  Managing  Director of
Loeb Partners, Corp. signed two Promissory Notes, each in the amount of $45,000,
whereby the Company  borrowed a total of $90,000.  The Promissory  Notes,  which
bear interest at 10% per annum, are payable on demand.

                  The budget 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  reminder  of  the
$1,342,000 will be used to produce a television  video  infomercial and purchase
media time. 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 February 1999 and $790,000 in June 1999. With these proceeds and anticipated
cash to be received from revenues, the Company believed it would have sufficient
resources  to provide for its  planned  operations  for the next twelve  months.
However, there was a four month delay from mid February to mid June in receiving
the balance of the private  placement  proceeds in the amount of $790,000  and a
corresponding  delay  in  launching  the  Company's  marketing  campaign,  which
resulted in a much lower than anticipated growth in the Company's revenues. As a
result, during the delay the Company was forced to divert approximately $600,000
of the private placement proceeds to cover general and administrative  expenses.
The $600,000  was taken out of the  $710,000  the Company had received  from the
private placement as of February 1999, which the Company had originally  planned
on using for marketing purposes. The remaining $110,000 of the private placement
proceeds  received as of February  1999 were used for  web-site  development  as
originally planned.

                  As a result of these  delays,  the  Company  needs to raise an
additional $725,00 to continue the launch of the Company's  marketing  campaign.
Additionally,  the Company is obligated by contract to pay a mandatory  dividend
in the amount of $275,000 to United Internet Technologies, Inc. on September 30,
1999,  bringing  the  total  amount  of  additional  funds  to  $1,000,000.  The
$1,000,000  in  additional  funds,  if and when  received,  will be allocated as
follows:  $90,000 to continue upgrading and enhancing the web-site,  $510,000 to
complete  development  of a  television  infomercial  and  purchase  media time;
$125,000 for general working capital and $275,000 to pay the mandatory dividend.
The Company is obligated to pay this dividend if funds are legally available for
such  purpose.  State law  prohibits  the payment of a dividend  if, as a result
thereof,  the Company would be unable to pay its debts as they become due in the
usual  course of its business or the  Company's  total assets would be less than
its total liabilities. The Company is seeking to raise the additional funds, but
if such  funds are not  available  the  Company  will be forced to  curtail  its
marketing  campaign.  In addition to the funding requirement stated above should
the Company decide to purchase  significant amounts of additional media time for
the television infomercial,  additional funds will be required. No assurance can
be made that the Company will be able to raise any additional funds.
<PAGE>
                  On June 30,  1999,  the  Company  had cash of  $738,367  and a
working  capital  deficit of $497,537.  As of 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 be  fully  operational  in mid  1999  and is  planning  to  begin  television
marketing  of the  Company's  products  in  September  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 the second
quarter of fiscal 2000.


PART II           OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K

                  Form 8-KA filed on July 6, 1999


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_August 16, 1999                   ____________________________________
                                               Lawrence E. Burk
                                        President and Chief Executive Officer

Date_August 16, 1999                   ____________________________________
                                                     John H. Wasko
                                         Secretary, Treasurer and
                                           Chief Financial Officer