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, 1999)

                         Commission File Number 1-12689

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

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

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

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

 Check whether the issuer: (1) filed all reports required to be filed by Section
  13 or 15(d) of the  Securities  Exchange Act of 1934 during the past 12 months
  (or for such  shorter  periods that the  registrant  was required to file such
  reports), and (2) has been subject to such filing requirements for the past
  90 days.

                                    Yes X No

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

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

                                     Yes No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of March 31,  1999:  7,295,409
shares of Common Stock

            Transitional Small Business Disclosure Format (check one)

                                    Yes X No


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

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

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


                                                                            LIABILITIES AND STOCKHOLDERS EQUITY


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

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

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




COMMITMENTS AND CONTINGENCIES

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

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

                                  See Accompanying Notes to Consolidated Financial Statements

                                                                    2

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


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


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

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

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

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


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

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



                                                 See Accompanying Notes to Consolidated Financial Statements

                                                        3

<PAGE>






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


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


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

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

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


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


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

See Accompanying Notes to Consolidated Financial Statements


                               4

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

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

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

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

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


                                                                        See Accompanying Notes to Financial Statements

                                                        5

<PAGE>

               GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                           DEVELOPMENT STAGE COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



Note 1            Basis of Presentation

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

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

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


Note 2            Activities of the Company

                 The accompanying  financial statements of the Company have been
presented  on the  basis  that it is a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has reported net losses since inception and expects to
incur additional  operating losses over the next several  quarters.  The Company
has also experienced  liquidity  difficulties  since inception,  and in order to
continue  the  marketing  and sales  efforts of the  Company's  Internet  travel
business may need additional financing.  The Company has financed its operations
since  inception with the proceeds from the issuance of long-term debt, with the
proceeds from its public and private offerings and loans from a related party.

                 As of November 5, 1998, the Company began  generating  revenues
from shared  commissions  earned by the network of Sterling  Travel  Consultants
recently  acquired,  although  these revenues were not  significant  through the
fiscal  quarter  ended March 31,  1999.  Management  of the Company  expects the
Internet travel business to be fully  operational in mid-1999 and is planning to
begin television marketing of the Company's products in mid-1999.  These efforts
are expected to  significantly  increase  revenues in 1999. The Company plans to
continue  an  aggressive  marketing  campaign  as well as expand its  network of
travel  consultants  throughout  1999.  The Company  expects its  operations  to
achieve  break-even  by the end of fiscal  1999.  The  Company has also begun to
receive  contingent  payments  from  GEN 02  although  these  payments  were not
significant  through  the fiscal  quarter  ended  March 31,  1999.  The  Company
completed a private placement of common stock in January 1999 and received gross
proceeds of  $1,500,000  of which  $200,000 was received in 1998 and $510,000 in
1999. With these proceeds and anticipated cash to be received from revenues, the
Company  believes  that it will have  sufficient  resources  to provide  for its
planned  operations for the next twelve months. At the present time, the Company
does not have any alternative  plans to raise  additional funds needed to market
or  complete  development  of its web  site or to fund  cash  shortfalls  should
anticipated revenues not be achieved.  Additionally,  as a result of the sale of
the limousine
                                                     6

<PAGE>

reservation  business to GEN 02, Inc., the Company has limited its post-December
31, 1998 cash outflow for the limousine  reservation business to $140,000 (which
is the balance  remaining on the Company's  loan  commitment to GEN 02, Inc.) As
the  Company  moves from the  development  stage to the  operating  stage of the
internet  travel  business and continues its  aggressive  marketing  campaign to
build its network of independent  travel  consultants,  revenues are expected to
increase. The Company is completing production of its TV infomercial and intends
to begin its television  media campaign in September 1999. Test marketing of the
infomercial is expected to produce 2,000 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.
NASDAQ has agreed to continue  listing the  Company's  securities  on the NASDAQ
Small Cap Market pursuant to the following  conditions:  (i) the UIT Transaction
must be unwound in the event  shareholders  do not ratify the acquisition of the
software, technology license and certain related assets from UIT and approve the
issuance of 1,100,000 shares of Common Stock and two Stock Purchase  Warrants to
UIT; (ii) the Company must file a Definitive Proxy Statement with the Securities
and Exchange Commission and NASDAQ on or before February 15, 1999; and (iii) the
Company  must  submit  documentation  to  NASDAQ on or  before  April  15,  1999
evidencing  either the  receipt  of  shareholder  approval  of the  issuance  of
additional  shares to UIT or the unwinding of the issuance of additional  shares
to UIT and purchase of the  technology  license and certain  related assets from
UIT.  The Company has  requested  an  extension  from NASDAQ with respect to the
deadline to July 31, 1999.

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

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

                                                     7

<PAGE>

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) Messrs.  Brian and Harry  Shuster will resign from any
officer or director  position  held by them.  In addition,  Mr. Brian  Shuster's
consulting fee shall be pro-rated to the date of his resignation and shall cease
as of such date.

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


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

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

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


Note 4 -            Stockholders' Equity

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

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


Note 5            Contingencies


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


                                                     8

<PAGE>

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

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


Note 6            Exchange of Assets 

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

Summarized information on Gen 02, Inc. for the three months ended March 31, 1999 is as follows:

                                                                       March 31,
                                                                          1999

Revenues from external domestic customers                              $  72,906

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

Current assets                                                         $  71,758

Property and equipment                                                   181,897

Computer software costs                                                  441,216

Other assets                                                              43,129 
                                                                       $ 738,000

Current liabilities                                                    $ 146,662

Due to Company and Transponet                                            122,000

Equity                                                                   469,338 
                                                                       $ 738,000
                                                     9


<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations

                  The principal business activity of the Company is the Internet
Travel  business  which   generates   revenues  from  people  who  have  paid  a
subscription fee and signed up as Independent travel  consultants.  In addition,
airlines,  hotels, car rental companies,  cruise lines, tour operators and other
travel vendors will pay the Company  commissions  for all sales generated by the
Company's network of independent travel  consultants.  Such commissions are then
shared with the independent travel consultants.

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

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

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

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

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

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

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

                                                     10
<PAGE>

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


Liquidity and Capital Resources

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

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

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

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

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

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

                  The budgeted  cost of becoming  operational  is expected to be
approximately  $1,342,000.  Of such amount,  approximately $198,000 is needed to
complete the web-site.  The remainder will be used to produce a television video
commercial and purchase media time. The Company believes that it will be able to
finance  such  development  substantially  from  proceeds  of a  recent  private
placement, but there can be no assurance that such funds will be sufficient.

                  On March 31,  1999,  the Company  had cash of  $101,563  and a
working  capital  deficit of $436,698.  As if November 5, 1998,  the Company has
begun to  generate  revenues  from shared  commissions  earned by the network of
Sterling Travel Consultants recently acquired,  although these revenues have not
been significant. Management of the Company expects the Internet travel business
to fully  operational in mid 1999 and is planning to begin television  marketing
of  the  Company's   products  in  mid  1999.  These  efforts  are  expected  to
significantly  increase  revenues.  The Company plans to continue the aggressive
marketing  campaign  as  well  as  expand  its  network  of  travel  consultants
throughout  1999.  Although  the  Company  has also begun to receive  contingent
payments  from Gen 02, these  revenues  have not been  significant.  The Company
expects its operations to achieve break-even by the end of fiscal 1999.
                                                     11
<PAGE>

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 and  $510,000  in 1999.  The  Company
estimates, including anticipated cash to be received from revenues, that it will
have  sufficient  resources to provide for its planned  operations  for the next
twelve  months.  At the present time the Company  does not have any  alternative
plans to raise additional funds needed to market or complete  development of the
web site.


<PAGE>


                              GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                         (Development Stage Companies)

                                PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
                                                MARCH 31, 1999
                                                  (Unaudited)



The  following  statements  are based upon the  historical  balance sheet of the
Company  appearing  elsewhere herein to show the effect on the Company's balance
sheet  if the  shareholders  approve  or do not  approve  (1)  the  issuance  of
1,100,000  shares of Series B Convertible  Preferred  Stock which  automatically
converts into 1,100,000  shares of Common Stock and the related  ratification of
the Acquisition of software, a technology license and related assets from United
Internet Technologies,  Inc. ("UIT Transaction") and (2) the ratification of the
exchange of the Company's  limousine  reservation  business for a noncontrolling
interest in Gen 02, Inc.  ("Gen 02  Transaction").  Reference  should be made to
Note 3 to the Company's  financial  statements  appearing in the Company's  Form
10-KSB for the year ended  December 31, 1998 for additional  information.  These
statements should be read in conjunction with the Company's financial statements
and notes thereto appearing elsewhere herein.

                                                                                              Assuming
                                                                              Assuming       Shareholders
                                                                            Shareholders      Approve         Assuming
                                                                            Approve UIT        Gen 02        Shareholders
                                                              Assuming      Transaction     Transaction        Do Not
                                                            Shareholders    But Not the     But Not the       Approve
                                                            Approve Both       Gen 02           UIT            Either
                         ASSETS                            Transactions     Transaction     Transaction      Transaction
                                                              (Note A)        (Note B)        (Note C)        (Note D)

Current assets                                               $   166,597      $   238,355    $   166,597     $   238,355

Investment in, and advances to, Gen 02, Inc.                     547,184           -             547,184          -     

Property and equipment                                           112,429          294,326        112,429         294,326

Computer software and related assets                           2,328,014        2,769,230        203,014         644,230

Other assets                                                      77,303          116,278         77,303         116,278
                                                           -------------     ------------  -------------    ------------

                                                              $3,231,527       $3,418,189     $1,106,527      $1,293,189
                                                              ==========       ==========     ==========      ==========

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                          $   603,295      $   749,957   $    653,295     $   799,957

Long-term debt                                                    81,250          121,250         81,250         121,250

Stockholders' equity                                           2,546,982        2,546,982        371,982          371,982
                                                             -----------     ------------   ------------     ------------

                                                              $3,231,527       $3,418,189     $1,106,527      $1,293,189
                                                              ==========       ==========     ==========      ==========

Note A - Represents  the  historical  balance  sheet at March 31, 1999,  as both
transactions were recorded as completed transactions.

Note B - Reflects the consolidation of Gen 02, Inc.'s balance sheet appearing in
Note 6 herein and the elimination of intercompany balances.

Note C - Reflects the  elimination  of the  $2,125,000  book value of the assets
acquired from UIT at March 31, 1999,  the related  $2,500,000  value ascribed to
the common  stock  issued  and  accumulated  depreciation  and  amortization  of
$375,000.  In  addition,  the  estimated  costs of  $50,000  to  unwind  the UIT
transaction have been accrued.

Note D - Reflects both the  consolidation  and elimination  entries described in
Notes B and C.


<PAGE>




                              GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                         (Development Stage Companies)

                           PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                                  (Unaudited)




The following statements are based upon the historical consolidated statement of
operations of the Company  appearing  elsewhere herein to show the effect on the
Company's statement of operations if the shareholders  approve or do not approve
(1) the issuance of 1,100,000  shares of Series B  Convertible  Preferred  Stock
which  automatically  converts  into  1,100,000  shares of Common  Stock and the
related  ratification of the acquisition of software,  a technology  license and
related assets from United Internet  Technologies,  Inc. ("UIT Transaction") and
(2) the  ratification  of the exchange of the  Company's  limousine  reservation
business for a noncontrolling  interest in Gen 02, Inc. ("Gen 02  Transaction").
Reference  should  be  made  to  Note 3 to the  Company's  financial  statements
appearing in the Company's  Form 10-KSB for the year ended December 31, 1998 for
additional information.  These statements should be read in conjunction with the
Company's financial statements and notes thereto appearing elsewhere herein.

                                                                                             Assuming
                                                                           Assuming         Shareholders
                                                                         Shareholders        Approve           Assuming
                                                                          Approve UIT         Gen 02         Shareholders
                                                          Assuming        Transaction      Transaction          Do Not
                                                        Shareholders      But Not the      But Not the          Approve
                                                        Approve Both        Gen 02             UIT              Either
                                                        Transactions      Transaction      Transaction        Transaction
                                                          (Note A)         (Note B)          (Note C)          (Note D)

SERVICE REVENUES                                         $     80,533       $   153,439     $     80,533        $   153,439
                                                         ------------       -----------     ------------        -----------

EXPENSES:
   Cost of services                                            31,299            53,859           31,299             53,859
   General and administrative                                 584,204           726,008          584,204            726,008
   Depreciation and amortization                              221,658           324,510           96,658            199,510
   Interest expense (income), net                                (818)             (818)            (818)             (818)
                                                      ---------------   ---------------  ---------------   ---------------
                                                              836,343         1,103,559          711,343            978,559
                                                         ------------       -----------     ------------       ------------

LOSS BEFORE EQUITY IN GEN 02, INC.                           (755,810)         (950,120)        (630,810)          (825,120)

EQUITY IN LOSS OF GEN 02, INC.                               (194,310)            -             (194,310)              -
                                                         ------------   ----------------    ------------   -------------

NET LOSS INCURRED DURING THE
   DEVELOPMENT STAGE                                       $ (950,120)       $ (950,120)     $  (825,120)       $  (825,120)
                                                           ==========        ==========      ===========        ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING       7,282,802         7,282,802        5,282,802          5,282,802
                                                          ===========       ===========      ===========        ===========
BASIC AND DILUTED LOSS PER
   COMMON SHARE                                               $(.13)            $(.13)           $(.16)             $(.16)
                                                              =====             =====            =====              =====

Note A - Represents the historical  statement of operations for the three months
ended  March  31,  1999,  as  both   transactions  were  recorded  as  completed
transactions.

Note B - Reflects the  consolidation  of Gen 02, Inc.'s  statement of operations
appearing in Note 6 herein with the Company's statement of operations.

Note C - Reflects the  elimination of the $125,000 of amortization on the assets
acquired from UIT during the three months ended March 31, 1999 and the number of
shares of common stock issued to UIT.

Note D - Reflects both the  consolidation  and elimination  entries described in
Note B and C.

</TABLE>

<PAGE>

PART II           OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K

                  None


SIGNATURES

                  Pursuant to  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                    GENISYS RESERVATION SYSTEMS, INC.


Date: May 14, 1999________           ____________________________________
                                       Lawrence E. Burk
                                       President and Chief Executive Officer

Date: May 14, 1999________           ____________________________________
                                       John H. Wasko
                                       Secretary, Treasurer and
                                       Chief Financial Officer