GENISYS RESERVATION SYSTEMS INC
8-K/A, 1999-08-04
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A


                                 Current Report
                        Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934.




Date of Report (Date of earliest event reported) July 6, 1999

                  GENISYS RESERVATION SYSTEMS, INC.
        (Exact name of registrant as specified in its charter)


New Jersey
(State or Other Jurisdiction of Incorporation)



  0-29188                            22-2719541
(Commission File Number)      (I.R.S. Employer Identification No.)



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


(908) 810-8767
(Registrant's telephone number, including area code)






<PAGE>


ITEM 5.Other Matters

         At the request of the Panel of The  NASDAQ-Amex  Market Group reviewing
the continued  listing of the Company's  securities,  the Company was requested:
"On or before July 7, 1999,  the Company must make a public  filing with the SEC
and Nasdaq evidencing a minimum of $2,550,000 in net tangible assets. The filing
must  contain a May 31,1999  balance  sheet with pro forma  adjustments  for any
significant events or transactions occurring or before the filing date."

         For  purposes  of  continued  listing of the  Company's  securities  on
NASDAQ's  Small Cap Market,  the  NASDAQ-Amex  Market  Group  requested a public
filing with the SEC and NASDAQ on or before July 7, 1999 evidencing a minimum of
$2,550,000 net tangible assets (as defined by NASDAQ).  The filing is to contain
a May 31,  1999  historical  balance  sheet with pro forma  adjustments  for any
significant events or transactions occurring on or before the filing date. Based
on the  accompanying pro forma balance sheet as of May 31, 1999, the Company had
pro forma net tangible  assets (as defined by NASDAQ) of $2,627,965  computed as
follows:

Stockholders' equity
(total assets minus liabilities)                              $2,676,965

Less: Goodwill (reported in other assets)                         49,000
=========================================                     ----------
                                                              $2,627,965

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (b) Pro Forma Financial information
                  1. Pro Forma Balance Sheet at May 31, 1999.

                                                 SIGNATURES

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

Genisys Reservation Systems, Inc.
(Registrant)

By:___________________________
     John Wasko, Treasurer

DATED:  August 4, 1999




<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                    GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
                                Development Stage Companies
                       PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                                   May 31, 1999
                                                    (Unaudited)

                                                                                                    Giving Effect
                                                                                                    to Receipt of
                                                      Historical                                    $790,000
ASSETS                                                (Note A)               Adjustments            (Note B)

Current assets:
   Cash and cash equivalents                          $   45,415             $   790,000            $   835,415
   Accounts receivable, less allowance for
doubtful accounts of $15,000                               48,330                                          48,330
   Prepaid expenses                                        41,434              ________                    41,434
            Total current assets                          135,179                 790,000                 925,179

Investment in, and advances to, GEN O2, Inc.              434,777                                         434,777

Property and Equipment                                    105,929                                         105,929

Computer software, technology license and
related assets, less accumulated amortization          2,144,634                                       2,144,634

Other Assets                                                93,155           __________                      93,155
                                                      $ 2,913,674            $     790,000          $              3,703,674
LIABILITIES AND STOCKHOLDERS
EQUITY

Current liabilities:
   Current maturities of long-term debt               $   334,375                                   $   334,375
   Accounts payable and accrued expenses                   425,940                                  $   425,940
   Accrued interest payable-related party                  188,269                                        188,269

         Total current liabilities                         948,584                                       948,584

Long-Term debt, less current maturities               $    78,125                                   $                     78,125


STOCKHOLDERS EQUITY:                                      1,886,965               790,000             2,676,965

                                                      $2,913,674              $   790,000            $             3,703,674

Note A -  Represents the historical balance sheet at May 31, 1999.

Note B -  Reflects the receipt of $790,000 in June 1999 from the private placement of common stock and the resultant
          issuance of 526,667 shares of common stock of the Company.

Note C -  For purposes of continued listing of the Company's securities on NASDAQ's Small Cap Market, the
          NASDAQ-Amex Market Group requested a public filing with the SEC and NASDAQ on or before July 7,
          1999 evidencing a minimum of $2,550,000 net tangible assets (as defined by NASDAQ).  The filing is to
          contain a May 31, 1999 historical balance sheet with pro forma adjustments for any significant events or
          transactions occurring on or before the filing date.  Based on the accompanying pro forma balance sheet as
          of May 31, 1999, the Company had pro forma net tangible assets (as defined by NASDAQ) of $2,627,965
          computed as follows:

       Stockholders' equity (total assets minus liabilities)        $2,676,965
       Less: Goodwill (reported in other assets)                        49,000
                                                                    -----------
                                                                    $2,627,965


</TABLE>



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