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 September 30, 1999)

                         Commission File Number 1-29188

                      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 September 30, 1999:  7,822,076
shares of Common Stock

            Transitional Small Business Disclosure Format (check one)

                                    Yes X No


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




                                                                                         September          December
                                                                                          30, 1999          31, 1998
                                                                                        -------------  -------------------
                                                                                        (unaudited)
                                                                 ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                                                            $144,969             $145,921
       Accounts receivable, less allowance for doubtful
         accounts of $49,000 (1999) and $15,000 (1998)                                        11,721               67,174
       Prepaid expenses                                                                       16,461                  835
                                                                                        -------------  -------------------
              Total Current Assets                                                           173,151              213,930

INVESTMENT IN, AND ADVANCES TO, GEN 02, INC.                                                 272,587              664,204

PROPERTY AND EQUIPMENT                                                                       116,931               91,400

COMPUTER SOFTWARE, TECHNOLOGY LICENSE AND
    RELATED ASSETS, LESS ACCUMULATED AMORTIZATION                                          2,283,912            2,376,265

OTHER ASSETS                                                                                 144,457               94,638
                                                                                        -------------  -------------------

                                                                                          $2,991,038           $3,440,437
                                                                                        =============  ===================



                                                                            LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES:
        Current maturities of long-term debt                                                $365,550              $21,875
        Accounts payable and accrued expenses                                                541,509              208,509
        Accrued interest payable - related party                                             201,081              179,758
        Accrued Dividend payable                                                             275,000                    0
                                                                                        -------------  -------------------

                 Total current liabilities                                                 1,383,140              410,142
                                                                                        -------------  -------------------

LONG-TERM DEBT, LESS CURRENT MATURITIES                                                       62,500               90,625
                                                                                        -------------  -------------------




COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY:
     Preferred Stock, $.0001 par value: 24,294,000 shares
          authorized: none oustanding
    Series A preferred stock, $.0001 par vlaue, 706,000 shares                                     -                    -
          authorized; Issued and outstanding 381,177 shares                                       38                   38
     Common Stock, $.0001 par value; 75,000,000 shares
          authorized; issued and outstanding 7,822,076  shares (1999)
          and 6,913,965 shares (1998)                                                            782                  691
      Additional paid in capital                                                           9,865,898            8,518,558
      Deficit Accumulated During the Development Stage                                    (8,321,320)          (5,579,617)
                                                                                        -------------  -------------------

Total Stockholders Equity                                                                  1,545,398            2,939,670
                                                                                        -------------  -------------------


                                                                                          $2,991,038           $3,440,437
                                                                                        =============  ===================


                                                               See Accompanying Notes to Consolidated Financial Statements

                                                                    2

<PAGE>




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


                                          $238,468        $ 52,002        $ 58,819         $ 22,128            $ 380,008



                                            84,246          111,490          27,071           64,276              263,516

Payroll                                    631,746          602,272         232,504          217,353            2,593,132
Professional Fees                                           219,544         158,599           68,353            1,471,824
Travel & Entertainment                                       49,731             366           25,150              246,183
Advertising & Promotion                                      58,239          22,856           13,553              255,618
Other                                      388,103          275,387         143,582           96,921            1,383,528
                                           460,859          397,091         159,488          201,014            1,348,867
                                           14,645           (18,462)         6,207           (15,461)             220,344
                                         2,181,773        1,695,292         750,673          671,159            7,783,012

                                        (1,943,305)      (1,643,290)       (691,854)        (649,031)          (7,403,004)

                                          523,398                0         162,079                0              643,316


                                       ($2,466,703)     ($1,643,290)      ($853,933)       ($649,031)         ($8,046,320)



                                         7,524,434        4,961,089       7,822,076        5,655,594            3,875,094


                                            ($0.33)          ($0.33)         ($0.11)          ($0.11)              ($2.08)



                                                        See Accompanying Notes to Consolidated Financial Statements

                                                          3


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


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

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

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

COMMON STOCK ISSUED TO FORMER OFFICERS       4,844          -            -       -                14,531          -          14,531
PREFERRED STOCK DIVIDEND ACCRUED               -            -            -       -                  -        (275,000)     (275,000)
NET LOSS                                       -            -            -       -                  -      (2,466,703)   (2,466,703)

BALANCE AT SEPTEMBER 30, 1999            7,822,076        $ 782      381,177    $ 38          $9,865,898  ($8,321,320)   $1,545,398



                                              See Accompanying Notes to Consolidated Financial Statements

                                                                                         4

<PAGE>



                                                                                                    Period From
                                                                                                  March 7, 1994
                                                                                                (Commencement of
                                                                                                Development Stage
                                                       Nine Months Ended   Nine Months Ended      Activities to
                                                       September 30,1999   September 30,1998    September 30,1999
                                                       ------------------  -------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                 $ (2,466,703)        $ (1,643,290)       $ (8,046,320)
   Adjustments to reconcile net loss to net
    cash flows from operating activities
      Equity in loss of GEN02, Inc.                              523,398                    -             643,316
      Depreciation and amoritization                             460,859             397,091            1,348,867
      Contribution to capital of services rendered                  -                  -                   49,600
      Changes in operating assets and liabilities
        Accounts receivable                                       55,453              (23,831)            (12,627)
        Prepaid expenses                                         (15,626)              (7,321)            (28,470)
        Deposits and other                                       (23,122)               4,934             (81,349)
        Accounts payable and accrued expenses                    345,498               47,521             697,187
                                                       ------------------  -------------------  ------------------
          Net cash flows from operating acctivities           (1,120,243)          (1,224,896)          5,429,796
                                                       ------------------  -------------------  ------------------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and software                          (351,459)            (293,281)         (1,901,441)
   Acquisition of Prosoft, Inc.                                    -                     -                (34,601)
   Acquisition of Sammy's Travel World                           (54,900)                -                (54,900)
   Advances to GEN 02, Inc.                                     (131,781)                -               (171,781)
                                                       ------------------  -------------------  ------------------
           Net cash flows from investing activities             (538,140)            (293,281)         (2,162,723)
                                                       ------------------  -------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of long-term debt                                      -                   9,652             (171,326)
   Proceeds from public offering of common stock
       and warrants net of deferred offering costs                 -                    -               4,507,915
  Issuance of common stock for business acquisitions              54,900                -                  92,400
   Contribution to capital - stockholder/officer                   -                    -                 205,400
   Proceeds from issuance of notes payable                       310,000             (93,195)           1,265,000
   Payments under computer equipment leases                        -                    -                 (63,076)
   Proceeds from sale and lease-back                               -                    -                 294,644
   Proceeds from sale of common stock                          1,292,531                -               1,602,531
   Proceeds from issuance of 10% promissory notes
      and related warrants, less related costs                     -                    -                 517,500
   Payments on 10% promissory notes                                -                    -                (563,500)
  Other                                                            -                    -                  50,000
                                                       ------------------  -------------------  ------------------
          Net cash flows from financing activities             1,657,431              (83,543)          7,737,488
                                                       ------------------  -------------------  ------------------


NET CHANGE IN CASH AND EQUIVALENTS                                  (952)          (1,601,720)            144,969
CASH AND EQUIVALENTS, BEGINNING OF YEAR                          145,921            2,207,841                 -
                                                       ------------------  -------------------  ------------------
CASH AND EQUIVALENTS, END OF PERIOD                            $ 144,969            $ 606,121           $ 141,969
                                                       ------------------  -------------------  ------------------
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                                     $ -             $ 29,000           $ 168,322
                                                       ------------------  -------------------  ------------------
   Issuance of common stock for UIT assets              $        -           $      2,500,000         $ 2,500,000
                                                       ------------------  -------------------  ------------------
   Conversion of related party debt to common stock     $                   $      -                  $    57,609
                                                       ------------------  -------------------  ------------------
   Conversion of long-term debt to Series A Preferred
       Stock                                            $        -          $          37,500         $    30,000
                                                       ------------------  -------------------  ------------------
   Conversion of related party debt into Series A
       preferred stock                                  $        -          $         810,000         $   810,000
                                                       ------------------  -------------------  ------------------
   Net assets exchanged for investment in GEN 02, Inc   $        -          $            -            $   744,122
                                                       ------------------  -------------------  ------------------
   Preferred Stock Dividend                             $       275,000     $            -            $   275,000
                                                       ------------------  -------------------  ------------------
                                                       See Accompanying Notes to Financial Statements

                                                  5


</TABLE>

<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 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

                 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  September 30, 1999.  Management of the Company expects the
Internet  travel  business to be fully  operational in by the end of 1999 and is
planning to begin  television  marketing  of the  Company's  products in January
2000. These efforts are expected to significantly increase revenues in 2000. The
Company plans to continue an aggressive marketing campaign as well as expand its
network  of  travel  consultants   throughout  2000.  The  Company  expects  its
operations  to achieve  break-even  by the end of the  second  quarter of fiscal
2000.  The Company  has also begun to receive  contingent  payments  from GEN 02
although  these payments were not  significant  through the fiscal quarter ended
September 30, 1999. The Company completed a private placement of common stock in
January 1999 and received gross proceeds of $1,500,000.  Of this figure $200,000
was received by the Company in 1998,  $510,000 between January 1999 and February
1999 and the remaining  $790,000 were received by the Company in June 1999. With
these proceeds and  anticipated  cash to be received from revenues,  the Company
believed  that it would have  sufficient  resources  to provide  for its planned
operations  for the next twelve  months.  However,  there was a four month delay
from mid February to mid June in receiving the balance of the private  placement
proceeds in the amount of $790,000 and a  corresponding  delay in launching  the
Company's  marketing  campaign,  which resulted in a much lower than anticipated
growth in the Company's  revenues.  As a result during the delay the Company was
forced to divert approximately $600,000 of the private proceeds to cover general
and  administrative  expenses.  The  $600,000  was taken out of the $710,000 the
Company had received from the private  placement as of February 1999,  which the
Company had originally  planned on using for marketing  purposes.  The remaining
$110,000 of the private  placement  proceeds  received as of February  1999 were
used for web-site development as originally planned.

                 Primarily  as a result of these  delays,  the Company  needs to
raise an additional  $975,000 to continue the launch of the Company's  marketing
campaign. Additionally, the Company was obligated by contract to pay a mandatory
dividend  in the amount of  $275,000 to United  Internet  Technologies,  Inc. on
September  30, 1999 bringing the total amount of  additional  funds  required to
$1,250,000.  The $1,250,000 in additional  funds, if and when received,  will be
allocated as follows:  $90,000 to continue upgrading and enhancing the web-site,
$400,000  to  complete  development  of a database  and  networking  capability,
$360,000 to complete  development of a television  infomercial and purchase test
media  time;  $125,000  for  general  working  capital  and  $275,000 to pay the
mandatory  dividend.  The Company is obligated to pay this dividend if funds are
legally  available  for such  purpose.  State law  prohibits  the  payment  of a
dividend if, as a result  thereof,  the Company would be unable to pay its debts
as they become due in the usual  course of its business or the  Company's  total
assets would be less than its total liabilities. The Company is seeking to raise
the  additional  funds,  but if such funds are not available the Company will be
forced to curtail its marketing campaign. In addition to the funding requirement
stated  above  should the  Company  decide to  purchase  significant  amounts of
additional media time for the television  infomercial,  additional funds will be
required.  No  assurance  can be made that the Company will be able to raise any
additional funds.

                  Additionally,  as a  result  of  the  sale  of  the  limousine
reservation  business to GEN 02, Inc., the Company has limited its post-December
31, 1998 cash  outflow for the  limousine  reservation  business to $175,000 (of
which  $172,000  was loaned to GEN02 as of  September  30, 1999  pursuant to the
Company's  loan  commitment  to GEN 02,  Inc.)  As the  Company  moves  from the
development  stage to the operating  stage of the internet  travel  business and
continues its aggressive  marketing campaign to build its network of independent
travel consultants, revenues are expected to increase. The Company is completing
production  of its TV  infomercial  and  intends to begin its  television  media
campaign  in  January  2000.  Based  upon  estimates   received  from  marketing
consultants hired by the Company (which marketing consultants are not affiliated
with the persons making the  infomercial),  test marketing of the infomercial is
expected to produce in excess of 2,000 new independent travel consultants over a
two month period,  as well as commissions  derived from the increased  volume of
travel  booked  by  the  independent  travel  consultants  both  of  which  will
contribute to increased revenues.

                  On August 17, 1999,  the Company was informed  that the Nasdaq
Listings  Qualifications  Panel has de-listed the Company's  securities from The
Nasdaq Stock Market effective with the close of business on August 17, 1999. The
reason  for the  de-listing  was that the  Company  failed to meet  net-tangible
assets of $2,550,000 on a pro-forma basis as of May 31, 1999,  which standard is
higher than the  customary  maintenance  requirement  established  for continued
listing on The Nasdaq Stock Market.  The Higher  standard was established by The
Nasdaq Listing  Qualification Panel in connection with a hearing previously held
concerning the Company's listing on The Nasdaq Stock Market.

                  The  Company  intends  to appeal  the  decision  of the Nasdaq
Listing Qualification Panel to The Nasdaq Listing and Hearing Review Counsel and
in  connection  with that appeal  will  demonstrate  that the Company  meets the
higher  standard by reason of  conversion  of debt to equity and  certain  other
matters.  The Company has been advised by  representatives of The Nasdaq Listing
and Hearing  Review Counsel that a hearing may not be held earlier than February
2000.  The  Company  plans to take  all  necessary  steps to have the  Company's
securities re-instated on The Nasdaq Stock Market.

                  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 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
Shareholder held on October 13, 1999, the shareholders  ratified the acquisition
of the assets and approved the issuance of 1,100,000  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).

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


Note 4 -            Contingencies
                    -------------

                    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.

                  On April 17, 1997,  the officer of the Company filed an action
in the United  States  District  Court,  District  of New  Jersey,  against  the
Company,  Travel Link, the officers of both  companies,  and various related and
unrelated  parties  seeking among other things a declaratory  judgement that the
former officer is the owner of the 333,216 shares of Common Stock of the Company
which had been issued to him at the inception of Travel Link for services he was
to have provided and for  unspecified  compensatory  and punitive  damages.  The
Company  believes that the  plaintiff's  claims are without merit and intends to
vigorously  defend the action and to assert numerous  defenses and counterclaims
in its answer. Pending return of the shares, they are considered outstanding for
all periods presented herein.

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


Note 5            Exchange of Assets

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

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

                                                                   Nine Months Ended            Three Months Ended
                                                                     September 30,                 September 30,
                                                                          1999                        1999

Revenues from external domestic customers                              $ 204,957                    $  63,740
                                                                       ---------                    ---------

Expenses:
    Cost of services                                                      73,969                      32,140
    General and administrative                                           345,830                      95,975
    Depreciation and amortization                                        308,556                      97,704
                                                                         -------                  ----------
                                                                         728,355                     225,819
                                                                       ---------                  ---------
         Net Loss                                                       $523,398                    $162,079
                                                                        --------                    --------


                                                                  September 30, 1999

Current assets                                                         $  44,280

Property and equipment                                                   133,378

Computer software costs                                                  282,291

Other assets                                                              48,922
                                                                        $508,871

Current liabilities                                                     $186,098

Due to Company and Transponet                                            183,021

Equity                                                                   139,752
                                                                        $508,871

</TABLE>


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



Results of Operations

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

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


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

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

                  As indicated above,  revenues and related costs of fiscal 1999
differ  from those of fiscal  1998,  as  revenues  from its former  computerized
limousine  reservation  and  payment  system  represented  all of the  Company's
revenues  until  November 5, 1998 and  thereafter,  all  revenues  relate to its
internet travel business.

                  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 nine month periods ended  September
30, 1999 were $58,819 and $238,468  compared to $22,128 and $52,002 for the 1998
periods.

                  The corresponding cost of service for the three and nine month
periods ended  September  30, 1999 were $27,071 and $84,246  compared to $64,276
and  $111,490  for  the1998  periods.  The net loss for the three and nine month
period  ended  September  30,  1999  was  $853,933  or $0.11  cents a share  and
$2,466,703 or $0.33 cents a share compared to a loss of $649,031 or $.11 cents a
share and  $1,643,290 or $0.33 cents a share for the 1998 periods.  As reflected
in the  accompanying  financial  statements,  the  Company has  incurred  losses
totaling  $8,046,320  since  inception and at September 30, 1999,  had a working
capital deficit of $1,209,989.

                  General  and   administrative   expenses   were  $557,908  and
$1,622,023  for the three and nine month  periods  ending  September 30, 1999 as
compared to $421,332 and $1,205,173 for the 1998 periods. The primary reason for
the  difference  between the two periods is an increase in legal and  accounting
expenses.

                  Costs  increases for the three months ended September 30, 1999
consist  of  payroll  and  payroll  related  costs  ($15,000),  consulting  fees
($10,000),   insurance  costs   ($16,000),   marketing  costs  ($9,000),   other
administrative  costs  ($17,000),  professional  fees  ($80,000) and  investment
banking  fees  ($14,000)  while  travel  and  entertainment  expenses  decreased
($25,000) for the period.

                  Cost  increases  for the nine months ended  September 30, 1999
consist  of  payroll  and  payroll  related  costs  ($29,000),  consulting  fees
($107,000),  professional fees ($196,000), insurance costs ($36,000), investment
banking fees ($23,000) and other  administrative costs ($53,000) while marketing
costs  decreased  ($5,000)  and  travel  and  entertainment  expenses  decreased
($23,000).

Liquidity and Capital Resources

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

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

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

                  The Company  completed a private  placement of common stock in
January 1999 whereby it sold  1,000,000  shares of Common stock for an aggregate
of $1,500,000 of which $200,000 was received in 1998,  $510,000  between January
1999 and  February  1999 and  $790,000  in June 1999.  With these  proceeds  and
anticipated  cash to be received from  revenues,  the Company  believed it would
have  sufficient  resources to provide for its planned  operations  for the next
twelve  months.  However,  there was a four month delay from mid February to mid
June in receiving the balance of the private placement proceeds in the amount of
$790,000  and  a  corresponding  delay  in  launching  the  Company's  marketing
campaign,  which  resulted  in a  much  lower  than  anticipated  growth  in the
Company's  revenues.  As a result,  during the delay the  Company  was forced to
divert approximately $600,000 of the private placement proceeds to cover general
and  administrative  expenses.  The  $600,000  was taken out of the $710,000 the
Company had received from the private  placement as of February 1999,  which the
Company had originally  planned on using for marketing  purposes.  The remaining
$110,000 of the private  placement  proceeds  received as of February  1999 were
used for web-site development as originally planned.

                  Primarily as a result of these  delays,  the Company  needs to
raise an additional  $975,00 to continue the launch of the  Company's  marketing
campaign. Additionally, the Company was obligated by contract to pay a mandatory
dividend  in the amount of  $275,000 to United  Internet  Technologies,  Inc. on
September 30, 1999, bringing the total amount of additional funds to $1,250,000.
The $1,250,000 in additional  funds, if and when received,  will be allocated as
follows:  $90,000 to continue  upgrading and enhancing the web-site,  $400,00 to
complete  development  of a database  and  networking  capability,  $360,000  to
complete  development of a television  infomercial and purchase test media time;
$125,000 for general working capital and $275,000 to pay the mandatory dividend.
The Company is obligated to pay this dividend if funds are legally available for
such  purpose.  State law  prohibits  the payment of a dividend  if, as a result
thereof,  the Company would be unable to pay its debts as they become due in the
usual  course of its business or the  Company's  total assets would be less than
its total liabilities. The Company is seeking to raise the additional funds, but
if such  funds are not  available  the  Company  will be forced to  curtail  its
marketing  campaign.  In addition to the funding requirement stated above should
the Company decide to purchase  significant amounts of additional media time for
the television infomercial,  additional funds will be required. No assurance can
be made that the Company will be able to raise any additional funds.

                  On September 30, 1999,  the Company had cash of $144,969 and a
working capital  deficit of $1,209,989.  As of November 5, 1998, the Company has
begun to  generate  revenues  from shared  commissions  earned by the network of
Sterling Travel Consultants recently acquired,  although these revenues have not
been significant. Management of the Company expects the Internet travel business
to be  fully  operational  in by  the  end of  1999  and is  planning  to  begin
television  marketing of the Company's  products in January 2000.  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  2000.  Although  the  Company has also begun to receive
contingent  payments from Gen 02, these revenues have not been significant.  The
Company  expects its  operations to achieve  break-even by the end of the second
quarter of fiscal 2000.









PART II           OTHER INFORMATION


ITEM 4.  Submission of Matters to a Vote of Security Holders

                  At the Annual Meeting of  Shareholders  of the Company held on
October 13, 1999 there were  present in person or by proxy  5,358,238  shares of
Common and 381,177 shares of Series A preferred stock  representing in excess of
the majority of the issued and outstanding stock entitled to vote. The following
items of business were conducted in the meeting.

                  1. Five  directors were elected by the holders of an excess of
the majority of outstanding shares as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                  Name                      Votes in Favor                      Votes Opposed

             Lawrence E. Burk                   5,250,667                           109,071
             John H. Wasko                      5,253,944                           110,794
             David W. Sass                      5,254,167                           110,571
             S. Charles Tabak                   5,252,167                           112,571
             Warren D. Bagatelle                5,238,079                           126,659

                  2. The proposal to approve the ratification of the acquisition
of assets from United Leisure Interactive, Inc. ("UIT") and approve the issuance
of 1,100,000  shares of Common Stock and two stock purchase  warrants to UIT was
approved by the holders of an excess of the majority of the  outstanding  shares
voted as follows:

                  Votes in Favor                     Votes Opposed              Unvoted

                   3,236,549                         59,098                     32,918

                  3.  The   proposal  to  ratify  the  sale  of  the   limousine
reservations  systems business to GEN02 was approved by the holders of an excess
of the majority of the outstanding shares voted as follows:

                  Votes in Favor                     Votes Opposed              Unvoted

                      2,872,709                            87,005               368,851

                  4. An Amendment to Article FIRST of the Company's  Certificate
of  Incorporation to change the name of the Company to  netcruise.com,  inc. was
approved by the holders of an excess of the majority of the  outstanding  shares
voted as follows:

                  Votes in Favor                     Votes Opposed              Unvoted

                     5,325,516                              12,776              21,442

                  5. An amendment to Article FOURTH of the Company's Certificate
of Incorporation to restate the provisions relating to the Company's  authorized
Common  and  Preferred  Stock  as  they  relate  to  dividends  and  liquidation
preferences to correct certain inconsistencies was approved by the holders of an
excess of the majority of the outstanding shares voted as follows:



                  Votes in Favor                     Votes Opposed              Unvoted

                     3,159,177                              79,035              90,353

                  6. The proposal to approve the ratification of the appointment
of Wiss & Company, LLP as auditors of the Company was approved by the holders of
an excess of the majority of the outstanding shares voted as follows:

                  Votes in Favor                     Votes Opposed              Unvoted

                     5,329,017                               8,329              22,292

</TABLE>


ITEM 6.  Exhibits and Reports on Form 8-K

                  Form 8-KA filed on July 6, 1999




SIGNATURES

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


                                         netcruise.com, inc.


Date: November 10, 1999                 By: /s/ Lawrence E. Burk
                                          President and Chief Executive Officer

Date: November 10, 1999                 By: /s/ John H. Wasko
                                          Secretary, Treasurer and
                                           Chief Financial Officer