1




                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

                                   (Mark One)
                  X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                                      - --
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                                     ------
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      (For the Quarter ended June 30, 2000)

                         Commission File Number 1-12689

                      netcruise.com, inc. And Subsidiaries
                  (Formerly Genisys Reservation Systems, Inc.)

             (Exact Name of registrant as specified in its charter)

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

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

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

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

                                    Yes X No

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

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

                                     Yes No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of June 30,  2000:  20,827,428
shares of Common Stock

            Transitional Small Business Disclosure Format (check one)

                                    Yes X No


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<S>     <C>    <C>    <C>    <C>    <C>    <C>

                      netcruise.com, inc. and subsidiaries
                          Development Stage Companies
                          CONSOLIDATED BALANCE SHEETS
                                  (unaudited)







                                                                                         June 30          December 31
                                                                                          2000                1999
                                                                                     ----------------  -------------------

                                                               ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                                                            $636,642              $55,371
       Royalties Receivable - GEN02
           Less: Allowance  for Bad Debts of $16,000                                             567                7,107
       Prepaid Advertising                                                                   429,899              360,345
       Inventory of Travel Kits                                                               57,220                    0
       Prepaid expenses and other current assets                                              64,434               24,266
                                                                                     ----------------  -------------------
              Total Current Assets                                                         1,188,762              447,089


PROPERTY AND EQUIPMENT                                                                       181,000              130,762

COMPUTER SOFTWARE, TECHNOLOGY LICENSE AND
    RELATED ASSETS, LESS ACCUMULATED AMORTIZATION                                          1,623,011            1,748,289

OTHER ASSETS                                                                                  73,914              133,120

                                                                                     ----------------  -------------------
                                                                                          $3,066,687           $2,459,260
                                                                                     ================  ===================



                                                                           LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES:
        Current maturities of Long Term Debt                                                      $0             $622,500
        Accounts payable and accrued expenses                                                414,219              516,316
        Accrued interest payable - related party                                                   0              210,586
        Payable to Placement Agent                                                           227,256                    0
                                                                                     ----------------  -------------------

                 Total current liabilities                                                   641,475            1,349,402
                                                                                     ----------------  -------------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY:

     Common Stock, $.0001 par value; 75,000,000 shares
          authorized; issued and outstanding 21,235,025  shares (2000)
           8,345,819 shares (1999)                                                             2,123                  834
     Series A Preferred Stock ($0.01 per  value 706,000 shares
          authorized  issued and outstanding 381,774 shares (1999)                                 0                   38
      Additional paid in capital                                                          12,918,144           10,095,320
      Deficit Accumulated During the Development Stage                                   (10,495,055)          (8,986,334)
                                                                                     ----------------  -------------------

Total Stockholders Equity                                                                  2,425,212            1,109,858
                                                                                     ----------------  -------------------


                                                                                          $3,066,687           $2,459,260
                                                                                     ================  ===================


                                                             See Accompanying Notes to Consolidated Financial Statements

                                                                  2


<PAGE>
                      netcruise.com, 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, 2000   June 30, 1999    June 30, 2000    June 30, 1999     June 30, 2000
                                                                                                            ---------------------




SERVICE REVENUES                               $ 182,341       $ 179,649          $ 74,223        $ 99,116            $ 599,307


EXPENSES:
           Cost of Service                         66,066          57,175            36,327          25,876              364,585
           General and Administrative:
            Payroll                               385,070         399,242           210,337         209,350            3,240,852
            Depreciation and Amortization         421,720         301,371           216,879          79,713            2,069,245
            Professional Fees                     261,080         363,703           165,022          87,324            1,776,786
            Travel & Entertainment                  3,884          26,636             1,226          18,129              274,584
            Advertising & Promotion                78,441          30,014             7,478          24,612              358,881
            Other                                 245,315         244,521           209,161         140,497            1,754,535
            Settlement with UIT                   750,000         750,000           750,000               0              750,000
           Interest Expense (Income), net         (14,034)        (8,438)           (14,910)          9,256              217,244
                                                  --------       --------            -------        -------             ---------
                                                2,197,542       1,431,100         1,581,520         594,757           10,806,712

LOSS BEFORE EQUITY IN GEN 02, INC.
                                               (2,015,201)     (1,251,451)       (1,507,297)       (495,641)         (10,207,405)
EQUITY IN LOSS OF GEN02, INC.
                                                        0        (361,319)                0        (167,009)            (794,130)
EXTRAORDINARY ITEM-GAIN ON
      TROUBLED DEBT RESTRUCTURING                  506,480            -               44,045               -              506,480

NET (LOSS) INCURRED DURING
     THE DEVELOPMENT STAGE                      (1,508,721)    ($1,612,770)      ($1,463,252)      ($662,650)        ($10,495,055)

WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                  16,725,273      17,376,433        20,731,406       7,469,035            5,055,846
                                                  --------    ------------        -------------     --------            ---------
BASIC AND DILUTED LOSS PER
     COMMON SHARE
             Loss before extraordinary Item         (0.12)          (0.22)            (0.07)          (0.09)
             Extraordinary Item                      0.03                                 0
                                                  -------        ----------          -----               ----
             Net Loss                               (0.09)                            (0.07)


                                                        See Accompanying Notes to Consolidated Financial Statements

                                                 3



<PAGE>
                      netcruise.com, 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, 1999      8,345,819        $834        381,177       $ 38        $10,095,320     ($8,986,334)    $1,109,858


PROCEEDS FROM PRIVATE PLACEMENT   12,508,029      1,251            -            -         2,072,824                  -   2,074,075
OF COMMON STOCK, NET OF EXPENSES

CONVERSION OF SERIES A
  PREFERRED STOCK                   381,177          38     (381,177)         (38)


WARRANTS ISSUED IN CONNECTION           -           -            -            -             750,000               0        750,000
WITH UIT SETTLEMENT




NET LOSS                                -           -            -            -               -           (1,508,721)    (1,508,721)
                                   ---------      --------   ---------     ----------     ---------     -------------  ------------
BALANCE AT JUNE 30, 2000        21,235,025      $2,123           -          $ -         $12,918,144      ($10,495,055)   $2,425,212
                              ============     ==========      =======     ========      ===========     ============   ===========



                                 See Accompanying Notes to Consolidated Financial Statements

                                                                              4


<PAGE>

                       netcruise.com, inc and subsidiaries
                           Development Stage Companies
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                                     Period From
                                                                                                   March 7, 1994
                                                                                                 (Commencement of
                                                                                                Development Stage
                                                         Six Months Ended    Six Months Ended     Activities to
                                                        ------------------  ------------------
                                                        ------------------  ------------------  -------------------
                                                          June 30,2000        June 30, 1999        June 30,2000
                                                        ------------------  ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                   ($1,508,721)        ($1,612,770)        ($10,495,055)
   Adjustments to reconcile net loss to net
    cash flows from operating activities
      Equity in loss of Gen 02, Inc. since its inception                              361,319              798,654
      Settlement with UIT                                         750,000                   -              750,000
      Depreciation and amoritization                              421,720             301,371            2,049,634
      Issuance of Common Stock for Services                          -               -                     129,473
      Contribution to capital for services rendered                  -               -                      49,600
      Changes in operating assets and liabilities:
        Royalties Receivable                                        6,540              27,231               (1,473)
        Prepaid expenses                                         (109,722)            (16,287)            (338,453)
        Inventory                                                 (57,220)                                 (57,220)
        Deposits and other                                         59,206             (58,497)             (15,316)
        Accounts payable and accrued expenses                    (312,683)            325,979              392,317
                                                        ------------------  ------------------  -------------------
          Net cash flows from operating acctivities              (750,880)           (671,654)          (6,737,839)
                                                        ------------------  ------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software                           (346,680)           (239,136)          (2,204,030)
   Acquisition of Prosoft, Inc.                                   -                  -                     (34,601)
   Acquisition of Sammys Travel World                                                       0                6,224
   Advanced to GEN 02, Inc.                                                           (99,295)             (40,000)
                                                           ------------------  -------------------    ------------
           Net cash flows from investing activities              (346,680)           (338,431)          (2,272,407)
                                                        ------------------  ------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of Notes Payable - Related Parties                       -                 310,000             338,674
   Proceeds from public offering of common stock
       and warrants net of deferred offering costs                                   -                   5,785,915
   Contribution to capital - stockholder/officer                                     -                     205,400
   Payments from issuance of notes payable                       (622,500)           -                     332,500
   Payments under computer equipment leases                                          -                     (63,076)
   Proceeds from sale and lease-back                                                 -                     294,644
   Proceeds from sale of common stock                           2,301,331           1,292,531            2,611,331
   Payments of 10% promissory notes                                                  -                     (46,000)
  Other                                                                              -                     187,500
                                                        ------------------  ------------------  -------------------

          Net cash flows from financing activities              1,678,831           1,602,531            9,646,888
                                                        ------------------  ------------------  -------------------

NET CHANGE IN CASH AND EQUIVALENTS                                581,271             592,446              636,642
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                          55,371             145,921                 -
                                                        ------------------  ------------------  -------------------
CASH AND EQUIVALENTS, END OF PERIOD                             $ 636,642           $ 738,367            $ 636,642
                                                        ------------------  ------------------  -------------------
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                         $     1,316         $      -                 $   203,150
   Issuance of common stock for UIT assets               $       -           $      -                 $ 2,500,000
   Conversion of related party debt to common stock      $      622,500                                 $ 660,000
   Conversion of convertible notes payable to common
       stock                                             $         38        $      -                   $  30,038
   Conversion of related party debt into Series A
       preferred stock                                   $         -         $      -                   $ 810,000
    Net assets exchanged for investment in GEN 02, Inc.  $         -         $      -                   $ 744,122
    Issuance of common stock for Sammy's Travel          $         -         $        54,900            $  55,900
    Preferred Stock Dividend                             $         -               $ 206,250            $     -

                                                          See Accompanying Notes to Financial Statements

                                                        5

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<PAGE>


                      NETCRUISE.COM, INC. AND SUBSIDIARIES
                           DEVELOPMENT STAGE COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



Note 1            Basis of Presentation

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

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

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


Note 2            Activities of the Company

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

                 As of November 5, 1998, the Company began  generating  revenues
from shared  commissions  earned by the network of Sterling  Travel  Consultants
recently  acquired,  although  these revenues were not  significant  through the
fiscal  quarter  ended  June 30,  2000.  The  Internet  travel  business  is now
operational  and  management  of the  Company is  planning  to begin  television
marketing of the Company's products in August,  2000. These efforts are expected
to  significantly  increase  revenues in 2000.  The Company plans to continue an
aggressive   marketing  campaign  as  well  as  expand  its  network  of  travel
consultants throughout 2000.

                 On March 6, 2000 the Company  completed a private  placement of
its  common  stock in a series of related  transactions  with Mr.  Joseph  Perri
whereby Mr. Perri purchased  12,362,500 shares of the Company's common stock for
$2,272,500.

On April 24, 2000,  the Company and UIT  restructured  the  agreement  where the
Company acquired computer software, a technology license and related assets from
UIT in July, 1998. In the restructuring,

                                        6
<PAGE>
various  disputes  that had arisen  between the Company  and UIT  regarding  the
implementation  and  performance  of the July 1998 Agreement were fully resolved
and  released.  UIT provided a revised and updated PAV  software and  technology
license to the Company, sold 1,500,000 shares of the Company's common stock in a
private  transaction  for a cash purchase price of $600,000 to Mr. Joseph Perri,
the Company's principal shareholder, and agreed to the Company's cancellation of
the Class X and Class Y Warrants to purchase an aggregate  of 1,600,000  shares.
In addition, a principal shareholder of UIT agreed to the Company's Cancellation
of the Class V and Class W Warrants to purchase an aggregate of 400,000  shares.
In this  connection,  the Company  issued two new privately  placed  warrants to
purchase up to 500,000 shares; a Series U Warrant  permitting UIT to purchase up
to  400,000  shares of common  stock  for a period of five  years at an  initial
purchase price of $1.00 per share and a Series V Warrant  permitting a principal
shareholder  of UIT to purchase up to 100,000 shares of common stock over a five
year period for an initial  purchase  price of $1.00 per share.  For  accounting
purposes,  the fair value of the warrants  issued has been charged to expense in
the second quarter.

                 On August 9, 2000 the Company, borrowed $200,000 from Mr. Perri
evidenced by a Promissory  Note in the amount of $200,000  dated August 9, 2000.
The Note bears  interest at 10% per annum,  is payable one year from the date of
execution  and is  convertible  into shares of  restricted  common  stock of the
Company at a conversion price of $0.20 per share.

                   At the present  time the Company does not believe that it has
sufficient  resources to provide for its planned  operations for the next twelve
months.  The  Company  is  presently  pursuing  a  number  of  options  to raise
additional  funds that may be needed to market or  complete  enhancement  to its
website and infomercial or to fund cash shortfalls should  anticipated  revenues
not be achieved.

                  As  the  Company  moves  from  the  development  stage  to the
operating  stage of the internet  travel  business and continues its  aggressive
marketing  campaign  to build its  network of  independent  travel  consultants,
revenues are expected to increase.  The Company is completing  production of its
TV  infomercial  and intends to begin its  television  media  campaign in August
2000.  The  infomercial  is  expected  to  produce a  significant  influx of new
independent  travel  consultants,  as  well  as  commissions  derived  from  the
increased  volume of travel booked by the independent  travel  consultants  will
also contribute to increased revenues.

                  Reference  should  be made  to  "Management's  Discussion  and
Analysis of Financial  Condition and Results of  Operations"  include  elsewhere
herein for additional information.


Note 3            Acquisition

                  Net Cruise - As of June 30, 1998,  the Company's  newly formed
subsidiary,   NetCruise   Interactive,   Inc.  ("NetCruise")  acquired  computer
software,   a  technology   license  and  related  assets  from  United  Leisure
Interactive,  Inc.  ("UIT") in exchange for  2,000,000  shares of the  Company's
stock and two warrants ("Warrants").  Subsequently, the Company was advised that
because the issuance of 2,000,000 shares and warrants exceeded 20% of the Issued
and outstanding shares,  shareholder  approval was required by a NASDAQ rule. At
the Annual Meeting of  Shareholders  held on October 13, 1999, the  shareholders
ratified the acquisition of the assets and the approved the issuance of 1,100,00
shares of common stock and two stock purchase warrants.

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





                                        7

<PAGE>
Note  4           Legal Proceedings

              A former  officer of the Company  filed a  complaint  on April 17,
1997 in the United States District Court of New Jersey against the Company,  its
wholly-owned  subsidiary,  Corporate Travel Link, Inc. ("Travel Link"),  various
officers  and  directors  of both  companies  and other  related  and  unrelated
parties.  Among other things,  the complaint  asked for the entry of a judgement
declaring  that the  former  officer  was the  owner of  333,216  shares  of the
Company's common stock,  which had been issued to him at the inception of Travel
Link for services he was to have  provided.  The lawsuit also sought an award of
unspecified compensatory and punitive damages. On February 17, 2000, the parties
to the lawsuit entered a settlement  agreement and mutually  released each other
from all claims which they might have had. The Company  agreed to recognize  the
plaintiff as the owner of 293,216 shares of its common stock,  and the plaintiff
immediately  sold  100,000 of those  shares.  With  respect  to the  plaintiff's
remaining  193,216 shares the Company agreed that if the plaintiff  sells any of
those remaining shares in the public  securities  markets in a reasonable manner
relative to the market  conditions at the time of sale and does not obtain a net
sale price (after  commission  charges) of at least $2.25 per share, the Company
will pay the  plaintiff  the  difference  between the net sales  price  actually
received  by him and the sum of $2.25 per share  (the "Sale  Price  Difference")
within 45 days after submission to the Company of appropriate documentation. The
plaintiff also agreed that if the Company  provides notice to him of a bona fide
opportunity to sell all of his remaining shares of the common stock for not less
than the net sale price of $2.25 per share and he does not  promptly  accept the
offer,  then the  Company's  obligation  to pay the  plaintiff  the  Sale  Price
Difference will be canceled.

              As security  for the  Company's  obligation  to pay the Sale Price
Difference,  the Company and Travel Link granted the plaintiff a $434,736  first
lien  security  interest  in  their  assets,  which  will be  canceled  when the
Company's obligation to pay this Sale Price Difference is canceled or concluded.


Note 5            Increase in shares available for stock option grants.

              On July 11, 2000 the Board of Directors of the Company amended the
Corporation's Stock Incentive Plan to provide an additional  6,000,000 shares of
the  Corporation's  $.0001 per value common stock for issuance under the plan so
that the total  number of shares which may be issued under the plan is increased
from 500,000 to 6,500,000 shares.  This increase was ratified by written consent
of holder of a majority of the shares of Common Stock of the Company on July 11,
2000.



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


Results of Operations


                  Initially  revenues from the Internet  Travel business will be
derived from subscription fees of the independent  travel consultants along with
commissions   received  from  bookings  shared  with  the   independent   travel
consultants.  As the Company develops,  management believes that the majority of
the Companyss.s revenue will be derived from commissions earned from the sale of
travel through the independent  travel  consultants.  The  Companyss.s  business
model is built around the sharing of  commissions  with the  independent  travel
consultants generated from travel industry vendors such as airlines, hotels, car
rental  companies,  resort  properties,  tour operators and cruise.  The Company
believes that commission sharing with the independent  travel consultant,  which
ranges from 50% to 60% of the  commissions  received by NetCruise in  connection
with travel sales made by the independent travel consultant, is a key enticement
for individuals to subscribe to become members.  The initial subscription fee is
$149.00 and annual renewal

                                        8
<PAGE>
fee for the  independent  travel  consultants  is  currently  $95.00.  While the
Company  believes it will  benefit from its portion of the  commission  revenues
generated, it also believes that significant revenues will be derived from other
key  areas  such as annual  subscription  fees  paid by its  independent  travel
consultants,  advertising  through its web-site and incentive  arrangements with
travel vendors and travel related  product  vendors (in addition to its share of
the  standard  travel  commissions).   However,  a  significant  change  in  the
prevailing  commission structure in the travel industry could have a detrimental
effect on the  Companyss.s  ability to attract  and  retain  independent  travel
consultants and benefit from the other revenue  sources listed above,  which are
substantially created through this core distribution system.

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

                  The  Company  has been in the  development  stage and has only
generated  limited revenues.  The Company has been unprofitable  since inception
and expects to incur  additional  operating  losses over the next several fiscal
quarters.  Total  revenues for the three and six months  periods  ended June 30,
2000 were  $74,223 and  $182,341  compared to $99,116 and  $179,649 for the 1999
periods.

                  The corresponding cost of service for the three and six months
periods  ended June 30, 2000 were  $36,327  and $66,066  compared to $25,876 and
$57,175 for the 1999 periods.  The net loss before  Extraordinary  Items for the
three and six months periods ended June 30, 2000 was $1,507,297 or $0.07 cents a
share and  $2,015,201  or $0.12 cents a share  compared to a loss of $662,650 or
$0.09 cents a share and  $1,612,770 or $0.22 cents a share for the 1999 periods.
As reflected in the accompanying financial statements,  the Company has incurred
losses totaling  $10,495,055  since inception and at June 30, 2000 had a working
capital of $547,287.

                  General  and  administrative   expenses  were  $1,545,193  and
$2,131,476  for the three and six month periods ending June 30, 2000 as compared
to $556,881 and  $1,373,925  for the 1999  periods.  The primary  reason for the
difference between the two periods is the settlement with UIT.

                  Costs  increases  for the three  months  ended  June 30,  2000
consist of payroll and payroll related costs ($987),  insurance costs ($13,501),
and other administrative costs ($39,163).  Cost decreases for the period consist
of  consulting  fees  ($7,988),  travel  costs  ($16,902)  and  marketing  costs
($17,135).
                  Costs increases for the six months ended June 30, 2000 consist
of insurance costs ($18,188) and marketing costs  ($30,014).  Cost decreases for
the period consist of payroll and payroll  related costs  ($14,173),  consulting
fees ($50,277),  professional  fees ($60,613),  travel costs ($22,752) and other
administrative costs ($33,372).


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Liquidity and Capital Resources



              On April 24, 2000, the Company and UIT  restructured the agreement
where the Company acquired computer  software,  a technology license and related
assets from UIT in July, 1998. In the  restructuring,  various disputes that had
arisen between the Company and UIT regarding the  implementation and performance
of the July 1998  Agreement  were fully  resolved and  released.  UIT provided a
revised and updated PAV software  and  technology  license to the Company,  sold
1,500,000  shares of the Company's  common stock in a private  transaction for a
cash purchase  price of $600,000 to Mr. Joseph  Perri,  the Company's  principal
shareholder, and agreed to the Company's cancellation of the Class X and Class Y
Warrants to purchase an aggregate of 1,600,000 shares. In addition,  a principal
shareholder of UIT agreed to the Company's Cancellation of the Class V and Class
W Warrants to purchase an aggregate of 400,000 shares.  In this connection,  the
Company  issued two new  privately  placed  warrants  to  purchase up to 500,000
shares;  a Series U Warrant  permitting  UIT to purchase up to 400,000 shares of
common  stock for a period of five years at an initial  purchase  price of $1.00
per share and a Series V Warrant  permitting a principal  shareholder  of UIT to
purchase  up to 100,000  shares of common  stock over a five year  period for an
initial  purchase price of $1.00 per share.  For accounting  purposes,  the fair
value of the warrants issued has been charged to expense in the second quarter.

              On August 9, 2000,  the Company  borrowed  $200,000 from Mr. Perri
evidenced by a Promissory  Note in the amount of $200,000  dated August 9, 2000.
The Note bearing  interest at 8% per annum, is payable one year from the date of
execution and is convertible into shares of restricted stock of the Company at a
conversion price of $0.20 per share.

               On June 30,  2000,  the Company had cash of $636,642  and working
capital of $547,287.  The Company's  internet travel business is now operational
and  management  is planning to begin  television  marketing of the  Companyss.s
products in August 2000.  These efforts are expected to  significantly  increase
revenues. The Company plans to initiate an aggressive marketing campaign as well
as expand its network of travel consultants throughout 2000. At the present time
the Company does not believe that it has sufficient resources to provide for its
planned operations for the next twelve months. The Company is presently pursuing
a number of options to raise the  additional  funds that may be needed to market
or  complete  development  of  its  website  and  infomercial  or to  fund  cash
shortfulls  should  anticipated  revenues not be achieved.  As the Company moves
from  the  development  stage to the  operating  stage  of the  internet  travel
business and initiates an aggressive  marketing campaign to build its network of
independent  travel  consultants,   revenues  are  expected  to  increase.  Test
marketing  of the  infomercial  is  expected  to produce  approximately  100 new
independent  travel  consultants over a one month period.  The subscription fees
from the new independent travel consultants, as well as commissions derived from
the increased volume of travel booked by the independent travel consultants will
also contribute to increased revenues.




PART II           OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K

                  Form 8-K  Filed on May 5, 2000
                  Form 8-K  Filed on August 1, 2000
                  Form 8-K/A Filed on August 1, 2000
                  Exhibit A:  Independent Accountant's Report



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SIGNATURES

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


                                                     Netcruise.com, inc.

Date:  August 14, 2000                     /s/ Lawrence E. Burk
                                           Lawrence E. Burk
                                           President and Chief Executive Officer

Date:  August 14, 2000
                                           /s/  John H. Wasko
                                            Secretary, Treasurer and
                                            Chief Financial Officer



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