content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
         Date of Report (date of earliest event reported ) October 18, 2000
                                                           ----------------
  
  
                                 NETCRUISE.COM, INC.
                                 -------------------
               (Exact name of registrant as specified in its charter)
  
  
  
  New Jersey                         O-29188                       22-2719541
       (state or other           (Commission file number)          (IRS Employer
       jurisdiction of                                            Identification
       incorporation)                                              Number)
  
  
  
        2401 Morris Avenue, Union, New Jersey                       07083
        -------------------------------------                       -----
        (address of principal executive offices)                 (Zip Code)
  
  
  
                           Registrant's telephone number,
                         including area code, (908) 801-8767
                                   --------------
  
  
  
  
  
  
  <PAGE>
  
  Item 5:           OTHER EVENTS
  
  (A)  Agreements  with Active Media  Services,  Inc.  d/b/a Active  International
  ("Active")
  
           On October  25,  2000 the  Company  completed  a private  placement  of
  5,000,000  shares  (the  "Shares")  of its  $.0001 par value  common  stock (the
  "Common  Stock")  pursuant  to a  series  of  related  agreements  (the  "Active
  Agreements")  with Active in exchange  for  issuance by Active to the Company of
  $5,000,000 of trade credit. The Active Agreements provided for the broker of the
  transaction  to be issued  250,000 of the Shares and  assigned  $250,000  of the
  trade credit as compensation for services.
  
           Under the terms of the Active Agreements,  the Company will utilize the
  trade credit,  together with required cash payments,  to purchase  media,  goods
  and/or services through Active, including television,  radio, print and Internet
  advertising.  Active has agreed to serve as the Company's  media buying  service
  for the  development  and  implementation  of the Company's  media plans for its
  advertising.  Moreover,  the Company  will have access to Active's  inventory of
  travel related  services,  at a discount,  which the Company intends to offer to
  its Independent  Travel  Consultant and travel agent members,  and consumers who
  purchase travel through them.
  
           Active  has  the  right  to  request  two  SEC  registrations  ("Demand
  Registrations")  of the Shares,  one commencing on or after October
  18, 2001 for 1,000,000 Shares and the second  commencing on or after October 18,
  2002 for for an  additional  1,000,000  Shares,  subject to its agreement not to
  dispose of or otherwise transfer more than 250,000 Shares registered pursuant to
  each Demand  Registration during each 90-day period following the effective date
  of each such Demand Registration.  In addition, Active has the right to have its
  Shares  included  in an  SEC  registration  ("piggy-back  registration")  by the
  Company  of other  equity  securities  or  securities  convertible  into  equity
  securities  (except  for  a  registration   relating  solely  to  securities  of
  participants  in a  Company  stock  plan or on  Form  S-4 or a  registration  of
  convertible debt securities which also includes only the equity  securities into
  which they are convertible).  Piggy-back  registration of Active's Shares may be
  deferred  temporarily at the request of an underwriter  under certain  specified
  conditions.  The Company is obliged to absorb all of the usual  issues  costs of
  any SEC registration of Active's Shares.
  
           (B) Cancellation of Anti-Dilution Option Agreement dated March 1, 2000.
  
           In connection  with the Company's  agreements  with Active,  Mr. Joseph
  Perri,  Chairman of the Company and its principal  shareholder,  entered into an
  agreement  with the Company on October  25, 2000  pursuant to which he agreed to
  the cancellation of the  Anti-Dilution  Option Agreement between the Company and
  Mr. Perri dated March 1, 2000 (the  "Anti-Dilution  Agreement"),  which gave him
  the right to maintain his percentage  interest in the Company's Common Stock for
  a purchase price of $.20 per share.
  
           The Company and Mr. Perri also agreed that he would exercise his rights
  under the Anti- Dilution  Agreement by acquiring  396,904 shares of Common Stock
  for a cash  consideration  of $79,381  by reason of the  Company's  issuance  of
  500,000  shares  to  Benjamin  S.  Gage  (included  in the  Company's  Form  S-8
  registration statement), 25,000 shares of stock to Alliant Technologies, Inc.,
  
  
  
                                          2
  
  <PAGE>
  
  
  11,750  shares to Patricia  Simmons  (also  included in the  Company's  Form S-8
  registration  statement),  and  pending  issuances  of 3,500  shares  to  Vision
  Corporate  Consulting  and  55,000  shares to  Alliant,  and that he would  also
  convert $200,000  principal amount of outstanding  Company debt owed to him into
  1,000,000 shares of Common Stock.
  
           (C) Issued and Outstanding Common Stock
  
           As a result of the transactions  discussed above, the Company will have
  a total of 28,372,304 shares issued and outstanding, of which Mr. Perri will own
  15,758,912  shares, or approximately  55.5%, and Active  International  will own
  4,750,000 shares, or approximately 16.7%, of the Company's Common Stock.
  
  Item 7:           FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)      Exhibits.
  
  10.30 Trade  Agreement  dated  October  18, 2000  between the Company and Active
  Media Services, Inc.
  
  10.31 Stock  Purchase  Agreement  dated October 18, 2000 between the Company and
  Active Media Services, Inc.
  
  10.32 Purchaser  Rights Agreement dated October 18, 2000 between the Company and
  Active Media Services, Inc.
  
  10.33  Lock-up  Agreement  dated October 18, 2000 between the Company and Active
  Media Services, Inc.
  
  10.34   Letter Agreement dated October 25, 2000 re: Completion of the March 1,
  2000 Anti-Dilution Option Agreement.
  
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of Section 13 or 15(d) 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.
  
  
  
  November 2, 2000                   NETCRUISE.COM, INC.
  
  
                                     By:      /s/ John H. Wasko
                                     --------------------------------------------
                                      John H. Wasko, Secretary, Treasurer
                                      and Chief Financial Officer
  
  
  
  
  
                                          3
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metadata_filer: {"company-data": {"conformed-name": "NETCRUISE COM INC", "cik": "0000827100", "assigned-sic": "7389", "irs-number": "222719541", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29188", "film-number": "752274"}, "business-address": {"street1": "P O BOX 2039", "street2": "2401 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083", "phone": "9088108767"}, "mail-address": {"street1": "P O BOX 2039", "city": "NEWARK", "state": "NJ", "zip": "07114"}, "former-company": [{"former-conformed-name": "GENISYS RESERVATION SYSTEMS INC", "date-changed": "19970218"}, {"former-conformed-name": "ROBOTIC LASERS INC", "date-changed": "19920703"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
         Date of Report (date of earliest event reported ) October 18, 2000
                                                           ----------------
  
                                 NETCRUISE.COM, INC.
                                 -------------------
               (Exact name of registrant as specified in its charter)
  
  New Jersey                         O-29188                       22-2719541
       (state or other           (Commission file number)          (IRS Employer
       jurisdiction of                                            Identification
       incorporation)                                              Number)
  
        2401 Morris Avenue, Union, New Jersey                       07083
        -------------------------------------                       -----
        (address of principal executive offices)                 (Zip Code)
  
                           Registrant's telephone number,
                         including area code, (908) 801-8767
                                   --------------
  Item 5:           OTHER EVENTS
  
  (A)  Agreements  with Active Media  Services,  Inc.  d/b/a Active  International
  ("Active")
  
           On October  25,  2000 the  Company  completed  a private  placement  of
  5,000,000  shares  (the  "Shares")  of its  $.0001 par value  common  stock (the
  "Common  Stock")  pursuant  to a  series  of  related  agreements  (the  "Active
  Agreements")  with Active in exchange  for  issuance by Active to the Company of
  $5,000,000 of trade credit. The Active Agreements provided for the broker of the
  transaction  to be issued  250,000 of the Shares and  assigned  $250,000  of the
  trade credit as compensation for services.
  
           Under the terms of the Active Agreements,  the Company will utilize the
  trade credit,  together with required cash payments,  to purchase  media,  goods
  and/or services through Active, including television,  radio, print and Internet
  advertising.  Active has agreed to serve as the Company's  media buying  service
  for the  development  and  implementation  of the Company's  media plans for its
  advertising.  Moreover,  the Company  will have access to Active's  inventory of
  travel related  services,  at a discount,  which the Company intends to offer to
  its Independent  Travel  Consultant and travel agent members,  and consumers who
  purchase travel through them.
  
           Active  has  the  right  to  request  two  SEC  registrations  ("Demand
  Registrations")  of the Shares,  one commencing on or after October
  18, 2001 for 1,000,000 Shares and the second  commencing on or after October 18,
  2002 for for an  additional  1,000,000  Shares,  subject to its agreement not to
  dispose of or otherwise transfer more than 250,000 Shares registered pursuant to
  each Demand  Registration during each 90-day period following the effective date
  of each such Demand Registration.  In addition, Active has the right to have its
  Shares  included  in an  SEC  registration  ("piggy-back  registration")  by the
  Company  of other  equity  securities  or  securities  convertible  into  equity
  securities  (except  for  a  registration   relating  solely  to  securities  of
  participants  in a  Company  stock  plan or on  Form  S-4 or a  registration  of
  convertible debt securities which also includes only the equity  securities into
  which they are convertible).  Piggy-back  registration of Active's Shares may be
  deferred  temporarily at the request of an underwriter  under certain  specified
  conditions.  The Company is obliged to absorb all of the usual  issues  costs of
  any SEC registration of Active's Shares.
  
           (B) Cancellation of Anti-Dilution Option Agreement dated March 1, 2000.
  
           In connection  with the Company's  agreements  with Active,  Mr. Joseph
  Perri,  Chairman of the Company and its principal  shareholder,  entered into an
  agreement  with the Company on October  25, 2000  pursuant to which he agreed to
  the cancellation of the  Anti-Dilution  Option Agreement between the Company and
  Mr. Perri dated March 1, 2000 (the  "Anti-Dilution  Agreement"),  which gave him
  the right to maintain his percentage  interest in the Company's Common Stock for
  a purchase price of $.20 per share.
  
           The Company and Mr. Perri also agreed that he would exercise his rights
  under the Anti- Dilution  Agreement by acquiring  396,904 shares of Common Stock
  for a cash  consideration  of $79,381  by reason of the  Company's  issuance  of
  500,000  shares  to  Benjamin  S.  Gage  (included  in the  Company's  Form  S-8
  registration statement), 25,000 shares of stock to Alliant Technologies, Inc.,
  
                                          2
  11,750  shares to Patricia  Simmons  (also  included in the  Company's  Form S-8
  registration  statement),  and  pending  issuances  of 3,500  shares  to  Vision
  Corporate  Consulting  and  55,000  shares to  Alliant,  and that he would  also
  convert $200,000  principal amount of outstanding  Company debt owed to him into
  1,000,000 shares of Common Stock.
  
           (C) Issued and Outstanding Common Stock
  
           As a result of the transactions  discussed above, the Company will have
  a total of 28,372,304 shares issued and outstanding, of which Mr. Perri will own
  15,758,912  shares, or approximately  55.5%, and Active  International  will own
  4,750,000 shares, or approximately 16.7%, of the Company's Common Stock.
  
  Item 7:           FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)      Exhibits.
  
  10.30 Trade  Agreement  dated  October  18, 2000  between the Company and Active
  Media Services, Inc.
  
  10.31 Stock  Purchase  Agreement  dated October 18, 2000 between the Company and
  Active Media Services, Inc.
  
  10.32 Purchaser  Rights Agreement dated October 18, 2000 between the Company and
  Active Media Services, Inc.
  
  10.33  Lock-up  Agreement  dated October 18, 2000 between the Company and Active
  Media Services, Inc.
  
  10.34   Letter Agreement dated October 25, 2000 re: Completion of the March 1,
  2000 Anti-Dilution Option Agreement.
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of Section 13 or 15(d) 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.
  
  November 2, 2000                   NETCRUISE.COM, INC.
  
                                     By:      /s/ John H. Wasko
                                     --------------------------------------------
                                      John H. Wasko, Secretary, Treasurer
                                      and Chief Financial Officer
  
                                          3