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, 1998)

                                          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 June 30, 1998: 6,755,594 shares
of Common Stock
               Transitional Small Business Disclosure Format (check one)

                                                     Yes X No 

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

                                                                                            June                     December
                                                                                          30, 1998                   31, 1997
                                                                                       ---------------            ---------------
                                                                                        (unaudited)

                                                                 ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                                                           $1,152,873                 $2,207,841
       Accounts receivable                                                                     18,721                      8,784
       Prepaid expenses                                                                        19,129                      5,127
                                                                                       ---------------            ---------------
              Total Current Assets                                                          1,190,723                  2,221,752
                                                                                       ---------------            ---------------

EQUIPMENT, NET OF ACCUMULATED
       DEPRECIATION                                                                           310,601                    261,643
                                                                                       ---------------            ---------------

OTHER ASSETS:
        Computer software costs, less accumulated
             amortization                                                                   2,035,592                    581,193
        Debit issue costs, less accumulated amortization                                       17,217                     26,609
        Deposits and Other                                                                     57,604                     61,669
        Licenses and Intellectual Property                                                  1,000,000                          -
                                                                                       ---------------            ---------------
                                                                                       ---------------            ---------------
                                                                                            3,110,413                    669,471
                                                                                       ---------------            ---------------
                                                                                       ===============            ===============
                                                                                           $4,611,737                 $3,152,866
                                                                                       ===============            ===============

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)


CURRENT LIABILITIES:                                                                                               
        Current maturities of long-term debt                                                 $118,379                   $114,957
        Accounts payable and accrued expenses                                                 158,552                    189,712
        Accrued interest payable - related party                                              174,475                    163,296
        Accrued consulting fees - related party                                                 9,000                      3,000
                                                                                       ---------------            ---------------
                 Total current liabilities                                                    460,406                    470,965

LONG-TERM DEBT:
         Long-term debt, less current maturities                                               98,931                    982,742
                                                                                       ---------------            ---------------

                  Total Liabilities                                                           559,337                  1,453,707
                                                                                       ---------------            ---------------

COMMITMENTS:
STOCKHOLDERS EQUITY (DEFICIENCY):
     Preferred Stock, $.0001 par value: 25,000,000 shares
          authorized:  Series A preferred stock, 706,000
          shares authorized: 381,177  shares issued and                                                            
          outstanding                                                                              38                          -
     Common Stock, $.0001 par value; 75,000,000 shares
          authorized; 6,755,594 shares issued and
          outstanding                                                                             676                        436
      Additional paid in capital                                                            8,281,073                  4,933,851
      Deficit Accumulated During the Development Stage                                     (4,229,387)                (3,235,128)
                                                                                       ---------------            ---------------

Total Stockholders Equity                                                                   4,052,400                  1,699,159
                                                                                       ---------------            ---------------

                                                                                           $4,611,737                 $3,152,866
                                                                                       ===============            ===============

                   See Accompanying Notes to Financial Statements

                                                                    2


<PAGE>
                                                                                                                    From Inception
                                                    Six Months       Six Months     Three Months     Three Months    March 7, 1994
                                                      Ended           Ended            Ended           Ended           Through
                                                  June 30, 1998   June 30, 1997    June 30, 1998   June 30, 1997    June 30, 1998



            SERVICE REVENUE                        $ 29,874             $ -         $ 15,053             $ -          $55,737


            EXPENSES:
                Cost of Service                      47,214                -          27,549                -          72,206
                General and Administrative           783,843           473,238       371,081          258,221       3,459,741
                Depreciation and Amortization        196,077            64,056       100,045           32,184         529,971
                Interest Expense (Income), net        (3,001)          54,750       (10,327)           7,932         223,206
                                                    1,024,133          592,044       488,348          298,337       4,285,124

            NET (LOSS) INCURRED DURING
                 THE DEVELOPMENT STAGE             ($994,259)        ($592,044)    ($473,295)       ($298,337)    ($4,229,387)

            WEIGHTED AVERAGE NUMBER OF
                 COMMON SHARES OUTSTANDING          4,614,158        3,882,666       4,777,572        4,330,660       2,942,322


            BASIC AND DILUTED LOSS PER
                 COMMON SHARE                         ($0.22)          ($0.15)        ($0.10)          ($0.07)         ($1.44)



                                                                                     See Accompanying Notes to Financial Statements

                                                                                   3


<PAGE>
                                                                                                            Deficit
                                                                                                           Accumulated
                                                                                            Additional     During the
                                                              Series A Preferred Stock      Paid-in        Development
                                     Shares        Par Value     Shares     Par Value       Capital           Stage          Total


BALANCE - DECEMBER 31, 1997        4,355,594        $436            -            -       $4,933,851     ($3,235,128)      $1,699,159

CONVERSION OF LONG-TERM
DEBT INTO SERIES A PREFERRED
STOCK AT $2.125 PER SHARE                -           -          381,177         38         809,962           -              810,000

CONVERSION OF NOTES PAYABLE
INTO COMMON STOCK AT
$0.09375 PER SHARE                  400,000          40            -            -           37,460           -               37,500

ISSUANCE OF COMMON STOCK
AT $1.25 PER SHARE FOR ACQUISITION
OF UNITED LEISURE INTERACTIVE       2,000,000        200           -            -        2,499,800           -            2,500,000

NET LOSS                                  -           -            -            -              -        ($994,259)        ($994,259)

BALANCE AT JUNE 30, 1998            6,755,594       $ 676      381,177         $ 38     $8,281,073    ($4,229,387)       $4,052,400 


                              See Accompanying Notes to 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
                                                        Six Months Ended   Six Months Ended     Activities to
                                                       ------------------  -------------------
                                                         June 30,1998        June 30, 1998        June 30,1998
                                                       ------------------  -------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                               $ (994,259)          $ (592,044)       $ (4,229,387)
   Adjustments to reconcile net loss to net
    cash flows from operating activities
      Depreciation and amoritization                         196,077               64,056             529,971
      Contribution to capital of services rendered               -                   -                 49,600
      Changes in operating assets and liabilities
        Accounts receivable                                  (9,937)                 -                (18,721)
        Prepaid expenses                                    (14,002)             (26,575)             (19,369)
        Deposits and other                                    3,945                  -                (58,378)
        Accounts payable and accrued expenses               (13,981)            (225,077)             326,001
                                                       ------------------  -------------------  ------------------
          Net cash flows from operating acctivities        (832,157)            (779,640)          (3,420,283)
                                                       ------------------  -------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software                     (189,922)            (181,649)          (1,294,896)
   Acquisition of Prosoft, Inc.                                 -                (34,602)             (34,602)
                                                       ------------------
           Net cash flows from investing activities         (189,922)            (216,251)         (1,329,498)
                                                       ------------------  -------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt                                9,652               70,000              14,652
   Payments on long-term debt                               (847,500)             (65,000)           (925,840)
   Proceeds from public offering of common stock
       and warrants net of deferred offering costs               -              4,661,124           4,507,915
   Conversion of convertible notes payable
       to common stock                                        37,500                 -                 67,500
   Conversion of long-term debt to Series A
       Preferred Stock                                       810,000                 -                810,000
   Issuance of common stock upon exercise of option              -                 15,000              15,000
   Loans and advances from related parties                       -                 (9,500)                -
   Proceeds from issuance of notes payable                       -                    -               955,000
   Payments under computer equipment leases                 (42,541)              (38,972)           (105,617)
   Proceeds from sale and lease-back                             -                    -               294,644
   Proceeds from issuance of common stock                        -                    -               110,000
   Contribution to capital - stockholder/officer                 -                 19,700             205,400
   Proceeds from issuance of 10% promissory notes
      and related warrants, less related costs                   -                    -               517,500
   Payments on 10% promissory notes and related
      warrants                                                   -               (563,500)           (563,500)
                                                       -------------------  ------------------
          Net cash flows from financing activities           (32,889)           4,088,852           5,902,654
                                                       ------------------  -------------------  ------------------

NET CHANGE IN CASH AND EQUIVALENTS                         (1,054,968)           3,092,961           1,152,873
CASH AND EQUIVALENTS, BEGINNING OF YEAR                     2,207,841               91,548                                 -
                                                       ------------------  -------------------  ------------------
CASH AND EQUIVALENTS, END OF PERIOD                       $ 1,152,873          $ 3,184,512         $ 1,152,873
                                                       ------------------  -------------------  ------------------
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                             $ 22,203             $ 60,463           $ 162,701
                                                       ------------------  -------------------  ------------------
   Net liabilities assumed in reverse acquisition       $        -           $      -                $ 14,087
                                                       ------------------  -------------------  ------------------
   Conversion of related party debt to common stock     $        -           $      -                $ 20,109
                                                       ------------------  -------------------  ------------------
   Conversion of long-term debt to Series A Preferred
       Stock                                                 $ 847,500       $                       $847,500
                                                       ------------------  -------------------  ------------------
   Conversion of notes payable to common stock               $  37,500       $     30,000          $   67,500
                                                       ------------------  -------------------  ------------------
    Issuance of common stock to acquire travel
        related assets                                     $ 2,500,000       $        -            $ 2,500,000
                                                       ------------------  -------------------  ------------------
                                                       See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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


Note 1            Basis of Presentation

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

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

Note 2            Activities of the Company

Although planned principal operations have commenced,  revenues to date have not
been significant;  accordingly,  the Company and its subsidiaries continue to be
in the  development  stage.  The Company has developed a computerized  limousine
reservation  and  payment  system  for  the  business   traveler.   The  Company
anticipates  that the  proprietary  software  will enable a system of  limousine
reservations   to  be  completely   computerized   and  operate   without  human
intervention, except for the initial inputting of travel information.

Note 3            Stockholders Equity

Preferred  Stock - The Company's  Certificate  of  Incorporation  authorizes the
issuance of up to 25,000,000  shares of Preferred  Stock. On March 10, 1998, the
Board of Directors  designated  706,000 shares of Series A Preferred Stock which
are convertible,  in whole or in part, into fully paid and nonassessable  Common
Shares on a one-for-one  basis at the option of the respective  holders thereof.
Holders of Series A Preferred Stock are entitled to receive  dividends on a pari
passu basis with the holders of the Company's Common Stock. The Company,  at its
sole  option,  has the right to redeem all or, from time to time,  any number of
the then outstanding shares of Series A Preferred Stock at a redemption price of
$2.125 per share plus a 10% per year increase in the redemption rate.

In March  1998,  the  holder  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, the holder 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 share.



                                                     6
<PAGE>

Note 4            Asset Acquisition

As  of  June  30,  1998,  the  Company  through  NetCruise   Interactive,   Inc.
(NetCruise),  a wholly owned  subsidiary,  acquired the  exclusive and worldwide
rights and license for "Parallel  Addressing  Video  Technology"  for all travel
related   applications   from  a  wholly  owned  subsidiary  of  United  Leisure
Corporation.  In addition,  the Company  acquired all of the software,  computer
systems and intellectual  properties  related to the travel business,  including
the Travel Web Site called  "NetCruise.com"  . The Company intends to operate an
internet travel agency featuring the technology and assets acquired.

The United Leisure  Corporation  subsidiary was issued  2,000,000  shares of the
Company's  restricted  common stock plus two common stock purchase  warrants for
restricted  common shares of the Company as  consideration  for the transaction.
Both  warrants  are  exercisable  between  April 1, 2002 and June 30,  2002,  if
NetCruise achieves certain profit levels, as defined in the purchase  agreement.
One warrant is  exercisable  for 800,000 shares at $2.50 per share and the other
warrant is exercisable for 800,000 shares at $6.00 per share.

The purchase of these assets has been recorded as of the date of purchase at the
total  purchase  price of  $2,500,000  which  includes  $1,450,000  of  computer
software,  $1,000,000  of licenses and  intellectual  properties  and $50,000 of
computer equipment.

Harry Shuster will become  Chairman and Brian  Shuster will become  President of
NetCruise  and both will be appointed  directors of the Company.  Brian  Shuster
will be issued two warrants to purchase restricted common shares of the Company,
exercisable  between  April 2, 2002 and June 30,  2002,  if  NetCruise  achieves
certain  profit levels,  as defined in the warrants.  One warrant is exercisable
for 200,000 shares at $2.50 per share and the other warrant is  exercisable  for
200,000 shares at $6.00 per share.

Note 5            Contingencies

On February 20, 1997,  two  individuals  filed an action against the Company and
Corporate  Travel  Link  ("Travel  Link") in the  Superior  Court of New  Jersey
seeking,  among  other  things,  damages  in the  amount of 8% of any  financing
secured by Travel Link  resulting from  plaintiffs  efforts and as well as 5% of
the Company's  Common Stock  allegedly  due for services  rendered in connection
with the Company's  acquisition  of Travel Link in 1995.  The claim for monetary
damages is based upon an  alleged  written  agreement  between  Travel  Link and
plaintiffs,  while the claim for the  shares of the  Company's  Common  Stock is
based upon alleged oral representations and promises made by a former officer of
Travel Link. The Company  believes that the plaintiff's  claim are without merit
and intends to vigorously  defend the action and to assert numerous  defenses in
its answer. On March 4, 1998, Travel Link filed an application with the Court to
assert a claim for indemnification against Joseph Cutrona and Steven Pollan, two
former directors and officers of Travel Link and the Company and, Mark A. Kenny,
currently a director and  employee of the Company and Travel Link,  based upon a
1995 agreement whereby such individuals agreed to hold Loeb Holding  Corporation
and  Travel  Link  harmless  and to  indemnify  them from any and all  claims or
liabilities for brokerage commissions or finder's fees incurred by reason of any
action  taken by it or them,  including  the claims of the  plaintiff's  in this
action.

In August 1996,  the Company gave notice to one of its former  officers  that it
was canceling the 333,216  shares of Common Stock issued to him at the inception
of Corporate Travel Link, Inc. for services he was to have provided. The Company
believes that the former officer never provided such services. Pending return of
the shares, they are considered outstanding for all periods presented herein. On
April 17, 1997,  the 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  judgment 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
                                                          7

<PAGE>

services he was to have provided and for unspecified  compensatory  and punitive
damages.  The Company believes that the plaintiff's claims are without merit and
intends to  vigorously  defend the action and to assert  numerous  defenses  and
counterclaims in its answer.

On December 23, 1997, an individual filed an action in the Superior Court of New
Jersey against the Company and a former officer of the Company alleging that the
former  officer  of the  Company  induced  such  person  to leave  her  place of
employment  to assume  employment  with the  Company.  The claim seeks  monetary
damages  based upon an oral  promise of  employment  allegedly  made by the same
former 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.


                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Results of Operations

The Company is in the development stage, and just commenced  generating revenues
in August 1997. The Company has been unprofitable since inception and expects to
incur additional  operational losses. As reflected in the accompanying financial
statements,  the Company has incurred losses totaling $4,229,387 since inception
and at June 30, 1998, had working capital of $730,317.

Revenues  for the three and six month  periods  ended June 30, 1998 were $15,053
and $29,874, as compared to no revenues for the 1997 periods.  The corresponding
cost of service  for the three and six month  periods  ending June 30, 1998 were
$27,549 and $47,214.

General and administrative  expenses were $783,842 for the six months ended June
30,  1998,  as compared to $473,238  during the six months  ended June 30, 1997.
Cost  increases  during the 1998 period  consist of payroll and payroll  related
costs ($191,300), professional fees ($84,200), travel costs ($14,300), insurance
costs  ($8,700),  marketing  costs  ($35,700)  and  other  administrative  costs
($35,300). Consulting costs decreased $58,900 during the 1998 period.
 
General and  administrative  expenses  were  $371,081 for the three months ended
June  30,1998,  as compared to $258,221  during the three  months ended June 30,
1997.  Cost  increases  during the 1998  period  consist of payroll  and payroll
related costs  ($70,200),  professional  fees ($55,800),  travel costs ($4,800),
insurance costs ($6,900) and marketing costs ($8,800). Cost decreases during the
1998 period  consist of  consulting  fees  ($22,000),  and other  administrative
($11,700).

 
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 March  1998,  the  holder  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, the holder 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 share.

                                                         8

<PAGE>


In March 1998, the holder 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.

On June 30, 1998, the Company through NetCruise Interactive, Inc. (NetCruise), a
wholly  owned  subsidiary,  acquired  100%  of  the  assets  of a  wholly  owned
subsidiary of United Leisure  Corporation,  which was issued 2,000,000 shares of
the Company's  restricted  common stock valued at $1.25 per share and two common
stock  purchase  warrants  for  restricted  common  shares  of  the  Company  as
consideration for the transaction.  Both warrants are exercisable  between April
1, 2002 and June 30, 2002, if NetCruise meets certain profit levels,  as defined
in the purchase  agreement.  One warrant is exercisable for 800,000 shares at $3
per share and the other  warrant is  exercisable  for  800,000  shares at $6 per
share. See Note 4 to the financial statements.
                  
On June 30,  1998,  the Company had cash of  $1,152,873  and working  capital of
$730,317  Management of the Company  estimates  that is has resources  including
anticipated  cash to be  received  from  revenues,  to provide  for its  planned
operations for the next twelve months.



PART II           OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K
 
                  (a) Asset Purchase Agreement dated June 30, 1998
                  (b) 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_____________________                   ____________________________________
                                                     Lawrence E. Burk
                                          President and Chief Executive Officer

Date_____________________                   ____________________________________
                                                     John H. Wasko
                                                     Secretary, Treasurer and
                                                     Chief Financial Officer
 






                                                         9

<PAGE>