GENISYS RESERVATION SYSTEMS INC, S-3, 1997-09-26

GENISYS RESERVATION SYSTEMS INC
S-3, 1997-09-26
BUSINESS SERVICES, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Registration No.__________
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Genisys Reservation Systems, Inc.
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(Exact name of registrant as specified in its charter)

New Jersey
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(State or other jurisdiction of incorporation or organization)

22-2719541
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(I.R.S. Employer Identification Number)

2401 Morris Avenue, 3rd Floor, Union, NJ 07083 (908) 810-8767
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

John H. Wasko c/o Genisys Reservation Systems, Inc.
2401 Morris Ave., 3rd Fl., Union, NJ 07083, (908) 810-8767
- --------------------------------------------------------------------------

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement is declared effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: X

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following
box. o

<PAGE>

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be Amount to be Proposed Proposed maximum Amount of
registered registered maximum aggregate offering registration
offering price fee
price per
share (1)
Shares of Common Stock 442,098 (2) $4.25 $1,878,916.50 $569.37
$.0001 par value Shares
Paid on Account $644.73
Balance on Account $ 75.36
</TABLE>

(1) Calculated, pursuant to Rule 457(c), as the average of the bid and asked
prices as of the close of trading on September 23, 1997.

(2) Consists of 420,000 shares of Common Stock and 22,098 shares of Common Stock
underlying outstanding warrants held by certain of the Selling Stockholders.

The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

GENISYS RESERVATION SYSTEMS, INC.

Form S-3 Cross Reference Sheet

Item Caption Location
1. Forepart of Registration Statement Inside Front and Outside Back
Cover Pages
2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back
Cover Pages
3. Summary Information and Risk Factors Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities Not Applicable
10. Interest of Named Experts and Counsel Legal Matters; Experts
11. Material Changes Recent Developments
12. Incorporation of Certain Information by Reference Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on Recent Developments
Indemnification for Securities Act Liabilities

</TABLE>

<PAGE>

SUBJECT TO COMPLETION DATED SEPTEMBER 26, 1997

PROSPECTUS

442,098 Shares of Common Stock

GENISYS RESERVATION SYSTEMS, INC.

This Prospectus relates to the offering of 442,098 shares of common
stock ("Common Stock"), par value $.0001 per share, of Genisys Reservation
Systems, Inc. a New Jersey corporation ("Company"). 22,098 shares of Common
Stock offered hereby underlie certain outstanding warrants held by certain
Selling Stockholders. The remaining 420,000 shares of the Common Stock offered
hereby may not be transferred until September 20, 1998, subject to earlier
release at the sole discretion of R.D. White & Co., Inc. which acted as the
underwriter in connection with the March 1997 public offering of the Company's
securities ("Underwriter"). The certificates evidencing such 420,000 shares of
Common Stock include a legend evidencing such restriction. The Underwriter may
release such 420,000 shares of Common Stock held by the certain of the Selling
Stockholders at any time.

The Common Stock offered by this Prospectus may be sold from time to
time by the Selling Stockholders or by their transferees. No underwriting
arrangements have been entered into by the Selling Stockholders. The
distribution of the Common Stock by the Selling Stockholders may be effected in
one or more transactions that may take place on the over-the-counter market
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more dealers for resale of such shares as principals at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with sales of the Common Stock. Transfers of the
Common Stock may also be made pursuant to applicable exemptions under the
Securities Act of 1933, as amended ("Securities Act") including, but not limited
to, sales under Rule 144 under the Securities Act.

The Selling Stockholders and intermediaries through whom the Common
Stock may be sold may be deemed "underwriters" within the meaning of the
Securities Act with respect to the Common Stock offered, and any profits
realized or commissions received may be deemed underwriting compensation.

The Company will not receive any of the proceeds from the sale of the
Common Stock by the Selling Stockholders but may receive proceeds upon the
exercise of certain outstanding warrants. All costs incurred in the registration
of the securities of the Selling Stockholders are being borne by the Company.
See "Selling Stockholders."

The Company is required to furnish its security holders with annual
reports containing audited financial statements and the audit report of the
independent certified public accountants and such interim reports as it deems
appropriate or as may be required by law. The Company's fiscal year ends
December 31.

AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF
THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS", WHICH BEGINS ON PAGE 4.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this Prospectus is __________________ , 1997

<PAGE>

Subsequent to the Company's March 1997 public offering, there has been
a public market for the Common Stock. No assurance may be given, however, that
such market , will be sustained. The Common Stock is quoted on The NASDAQ
SmallCap Market(sm) ("NASDAQ") under the symbol "GENS." There can be no
assurance given that the Company will be able to satisfy on a continuing basis
the requirements for quotation of the Common Stock on NASDAQ. See Risk Factors
"No Assurance of Public Market or Continued NASDAQ SmallCap Market Listing," and
"Risk of Penny Stock Regulations."

AVAILABLE INFORMATION

The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and in accordance
therewith files reports, proxy or information statements and other information
with the Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information can be inspected and copies made at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional office
located at Seven World Trade Center, Suite 1300, New York, NY 10048. Copies of
such material can also be obtained at prescribed rates from the Public Reference
Section of the Commission in Room 1024 at 450 Fifth Street, N.W., Washington,
D.C. 20549.

Additional information regarding the Company and the Common Stock
offered hereby is contained in the Registration Statement on Form S-3 and the
exhibits thereto filed with the Commission under the Securities Act of 1933, as
amended. For further information pertaining to the Company and the Common Stock,
copies may be inspected without charge at, and copies thereof may be obtained at
prescribed rates from, the office of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed by the Company with the Commission under
the Exchange Act, are incorporated in this Prospectus by reference:

(a) The Company's Annual Report on Form 10-KSB for the year ended December 31,
1996;

(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1997;

(d) The Company's Current Report on Form 8-K dated July 8, 1997;

(e) The Company's Rule 424(b) Prospectus dated March 20, 1997; and

(f) The description of the Company's securities contained in the Company's
Registration Statement under Section 12 of the Exchange Act, and any and all
amendments and reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part of this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written request of such person, a copy of any or
all of the documents incorporated by reference (other than exhibits to such
documents). Requests for such copies should be directed to the principal offices
of the Company at Genisys Reservation Systems, Inc. 2401 Morris Ave., 3rd Fl.,
Union, NJ 07083, telephone number (908) 810-8767.

<PAGE>

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. SUCH SECURITIES SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR
SHOULD, PRIOR TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS,
AS WELL AS ALL OF THE OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS
AND THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS, THE NOTES THERETO AND
THE DOCUMENTS REFERENCED HEREIN.

When used in this Prospectus, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend" and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended regarding events, conditions
and financial trends that may affect the Company's future plans of operations,
business strategy, operating results and financial position. Prospective
investors are cautioned that any forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties and that actual
results may differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are described in the
Risk Factors set forth below.

Qualified Independent Auditor's Report-Financial Losses and Going Concern

The financial statements have been prepared assuming that the Company
will continue as a going concern. At June 30, 1997, the Company had incurred an
accumulated deficit of $2,237,047 and posted a $592,044 operating loss for the
six months ended June 30, 1997. There is therefore substantial doubt as to the
Company's ability to continue as a going concern. Furthermore, no assurance can
be given that the Company's business strategy will prove successful or that the
Company will operate profitably.

Limited Operations and Revenues

Up to July 1, 1997, the operations of the Company have been limited to
market research and development of a software and hardware system for
computerizing the limousine reservation and payment process. Since July 1, 1997,
the Company has generated limited revenues. No assurance can be given that the
Company's reservation and payment system will achieve commercial feasibility or
enable the Company to achieve profitable operations. See "Recent Developments -
Business."

Development Stage of the Company

The Company is not sufficiently established to fully evaluate or
forecast its prospects. The Company is thus subject to all the risks associated
with the creation of a new business and there is no assurance that it will be
able to continue to function as a viable entity.

<PAGE>

Rapid Technological Changes-Cost and Competition

The computer hardware and software industry is relatively new and has
undergone, and is expected to continue to undergo, significant and rapid
technological changes. Market penetration and customer acceptance of the
Company's system will depend upon the Company's ability to develop and maintain
a technically competent marketing force as well as its ability to adapt to rapid
technological changes in its industry. The Company also expects that new
competitors may introduce systems or services that are directly or indirectly
competitive with those of the Company. Such competitors may succeed in
developing systems and services that have greater functionality or are less
costly than the Company's systems and services and may be more successful in
marketing such systems and services.

No Assurance of Market Acceptance

The Company believes that its computerized limousine reservation and
payment system will gain acceptance among corporate travel departments. However,
there can be no assurance that a sufficient number of corporate travel
departments will be willing to utilize the Company's system to enable the
Company to achieve profitable operations.

Dependence on Existing Airline Computer Reservation Systems

The Company is dependent on access to existing airline computer
reservation systems (each a "CRS"). If such systems were to experience technical
difficulties or were unable to operate for a period of time, the Company's
business would be adversely affected. In addition, the Company has agreements
with three of the four CRS'. There can be no assurance that such agreements will
be renewed or, if renewed, will be on favorable terms after their expiration.
Moreover, if such agreements were to terminate and the Company were to lose
access to such systems, its business would be materially and adversely affected.
See "Recent Developments - Business."

Thin Executive Management

The Company has only 2 executive officers and 8 non-executive
employees, including 2 employees of the Company's majority-owned subsidiary. The
loss of such individuals' services through death, disability or resignation may
have a material and adverse effect on the business of the Company. See "Recent
Developments - Management."

Non-Compliance with Exchange Act Reporting Requirements

Between November 1988 and December 1995, the Company was not in
compliance with the filing requirements of the Exchange Act. During such period,
the Company filed unaudited financial statements rather than the audited
financial statements required by the Exchange Act because it was

<PAGE>

unable to pay for audited financial statements. The Company may be subject to
legal liability as a result thereof.

Possible Need for Additional Financing

The Company intends to fund its operations and other capital needs for
the next twelve (12) months from the date of this Prospectus substantially from
revenues generated by the Company's planned operations and the proceeds of the
Company's March 1997 public offering, but there can be no assurance that such
funds will be sufficient for these purposes. There can be no assurance that any
additional financing will be available, or that it will be available on
acceptable terms.

Adverse Effect of Economic Downturn

The Company's system is dependent on the travel habits of its
customers. In the event there is an economic downturn or change in travel
patterns, the Company's business could be adversely affected.

Continuing Voting Control by Current Officers and Directors

As of the date hereof, the management of the Company owns 2,437,250
shares of Common Stock (including immediately exercisable options to purchase
255,000 shares of Common Stock). The officers and directors of the Company
therefore own or control the voting of 48.59% of the Company's issued and
outstanding Common Stock. There are no cumulative voting rights and directors
must be elected by a plurality of the outstanding voting securities entitled to
vote. Management is therefore in a position to control the actions of the
Company. See "Recent Developments - Principal Stockholders."

Limitations on Product Protection and Possibility of Infringement

The Company does not have any patents on any of its technology and
relies largely on copyright, its license agreements with customers and its own
security procedures, including confidentiality and employee nondisclosure
agreements to maintain the trade secrecy of its proprietary information. There
can be no assurance that the legal protections and precautions taken by the
Company, or available remedies, will be adequate to prevent misappropriation of
the Company's proprietary information. In addition, these protections do not
prevent independent third-party development of functionally equivalent or
superior systems, products or methodologies. Moreover, there can be no assurance
that third parties will not assert infringement claims against the Company.

Likely Competition

Although, to the best of the knowledge of the management of the
Company, there are as yet no competitors, it must be assumed that if the
Company's efforts are successful other companies will begin to offer competing
systems. These future competitors may well be companies which have substantially
greater research, development, marketing and financial resources than the
Company.

<PAGE>

Moreover, customers seeking limousine service will be able to reserve such
service through existing telephone based systems or alternative methods which
may indirectly compete with the Company.

Need for Highly Qualified Personnel

The success of the Company's business will depend upon its ability to
attract and retain personnel with a wide range of technical capabilities.
Competition for such personnel is intense, and is expected to increase in the
future. No assurance can be given that the Company will be able to attract and
retain such personnel.

Absence of Dividends on Common Stock

The Company has not paid any dividends on its Common Stock since its
incorporation and anticipates that, for the foreseeable future, working capital
and earnings, if any, will be retained for use in the Company's business
operations and in the expansion of its business. The Company has no present
intention to pay cash dividends on its Common Stock.

Potential Presence of Outside Party at Directors' Meetings

The Underwriting Agreement in connection with the Company's March 1997
public offering grants the Underwriter the right to appoint a designee to attend
all of the Company's Directors' meetings for a period of five (5) years. Such
person would not owe the Company or its stockholders any fiduciary duty under
state law as would the Company's actual Directors and executive officers. While
no such person has been appointed to date, no assurance can be given that the
Company or its stockholders would have any legal remedy against such potential
designee if such person were to take any action, such as usurping a corporate
opportunity, that might be found to be a breach of fiduciary duty had such
action been taken by an actual Director.

Possible Adverse Effect of Future Sales of Stock by Stockholders

Of the Company's 4,355,594 outstanding shares of Common Stock prior to
the Offering contemplated hereby, 2,808,302 shares are "restricted securities"
as that term is defined under the Securities Act and in the future may only be
sold in compliance with Rule 144 promulgated under the Securities Act or
pursuant to an effective registration statement. Rule 144 provides, in essence,
that a person (including a group of persons whose shares are aggregated) who has
satisfied a one-year holding period for such restricted securities may sell
within any three-month period, under certain circumstances, an amount of
restricted securities which does not exceed the greater of 1% of that class of
the Company's outstanding securities or the average weekly trading volume of
that class of securities during the four calendar weeks prior to such sale. In
addition, pursuant to Rule 144, persons who are not affiliated with the Company
and who have held their restricted securities for at least two years are not
subject to the quantity limitations or the manner of sale restriction of the
rules.

<PAGE>

As of the date hereof, 2,548,424 shares of Common Stock are available
for resale pursuant to Rule 144. Pursuant to an agreement with the Underwriter,
the officers, directors and holders of 5% or more of the Company's equity
securities, (other than Steven E. Pollan, a former officer of the Company and
Loeb Holding Corporation, to the extent of 200,000 shares of Common Stock in its
holdings) are restricted from selling their respective securities until
September 20, 1998, absent waiver of such restriction by the Underwriter.

To the extent that the holders of such shares of Common Stock elect to
sell them in the public market, there is likely to be a negative effect on the
market price of the Company's securities and on the ability of the Company to
obtain additional equity financing. In addition, to the extent that such shares
of Common Stock enter the market, the value of the Common Stock in the
over-the-counter market may be reduced. No predictions can be made as to the
effect, if any, that sales or availability for sale of the Securities will have
on the market price of any such securities, which may prevail from time to time.
Nevertheless, the foregoing could adversely affect such prevailing market
prices.

Threatened and Pending Litigation; Liability Under Indemnification

In August 1996, the Company gave notice to one of its former officers,
Mr. Steven E. Pollan, that it was canceling 333,216 shares of Common Stock
issued to him at the inception of Corporate Travel Link, Inc. ("Travel Link"), a
wholly owned subsidiary of the Company, for services he was to have provided to
Travel Link. The Company believes that Mr. Pollan never provided such services.
On April 17, 1997, Mr. Pollan 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 parties seeking among other things a
declaratory judgment that Mr. Pollan is the owner of the 333,216 shares of
Common Stock and for an award of unspecified compensatory and punitive damages.

Pursuant to an order dated on or about May 22, 1997, Mr. Pollan was
permitted to sell 40,000 shares of Common Stock, and pursuant to a consent order
dated on or about August 21, 1997, the Company agreed to pay a credit card bill
in the amount of approximately $22,000 representing allegedly authorized
business expenses. Such payment is being made without prejudice to the Company's
right to seek restitution from other parties for payment of such charges. The
Company believes the balance of the plaintiff's claims are without merit and is
vigorously defending the action.

In addition, the Company has agreed to indemnify and hold harmless (i)
its officers and Directors who are named as defendants in such action against
any reasonable legal or other expenses incurred in defending this action and
(ii) the other defendants in the action, to the fullest extent permitted by law,
from any losses, claims, damages, or liabilities arising from such action as
well as against any reasonable legal or other expenses incurred in defending
such action. No assurances can be given that the Company will prevail in this
matter or that the Company will not be required to pay substantial sums pursuant
to such indemnification.

On February 20, 1997, two individuals filed an action against the
Company and Travel Link in the Superior Court of New Jersey seeking, among other
things, damages in the amount of 8% of

<PAGE>

any financing secured by Travel Link resulting from plaintiffs' efforts 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
money damages is based upon a written agreement between Travel Link and
plaintiffs while the claim for the shares of Common Stock is based upon alleged
oral representations and promises made by a former officer of Travel Link. No
assurances can be given that the Company will prevail in this matter.

On or about July 16, 1997, the Company was contacted by counsel for an
individual alleging that a former officer of the Company induced such person to
leave her place of employment to assume employment with the Company. No legal
action has been commenced against the Company, but no assurances can be given
that the Company will not be subject to future legal action regarding this
matter. See "Recent Developments - Business."

Possible Adverse Effects of Authorization of Preferred Stock; Anti-Takeover
Effects

The Company's Certificate of Incorporation authorizes the issuance of a
maximum of 25,000,000 shares of preferred stock, $.0001 par value ("Preferred
Stock"), on terms which may be fixed by the Company's Board of Directors without
further stockholder action. None of such Preferred Stock has been designated or
issued. The terms of any series of Preferred Stock, which may include priority
claims to assets and dividends, and special voting rights, could adversely
affect the rights of holders of the Common Stock. The issuance of Preferred
Stock could make the possible takeover of the Company or the removal of
management of the Company more difficult, discourage hostile bids for control of
the Company in which stockholders may receive premiums for their shares of
Common Stock or otherwise dilute the rights of holders of Common Stock and the
market price of the Common Stock.

Capital-Raising Restrictions

The Underwriting Agreement in connection with the Company's March 1997
public offering prohibits the Company from issuing any capital stock or other
securities without the Underwriter's prior consent until September 20, 1998.
This provision may limit the Company's ability to raise additional equity
capital.

No Assurance of Public Market or Continued NASDAQ SmallCap Market Listing

Subsequent to the Company's March 1997 public offering, there has been
a public market for the Company's securities. No assurance can be given,
however, that such market will be sustained. The Common Stock and the Redeemable
Warrants are quoted on the NASDAQ SmallCap Market under the symbols: GENS,
GENSW, and GENSZ, respectively. No assurance given, however, that the Company
will be able to satisfy the requirements for continued quotation on the NASDAQ
SmallCap Market or that such quotation will otherwise continue. If, for any
reason, any of such securities become ineligible for continued listing and
quotation or a public trading market does not

<PAGE>

continue, purchasers of such securities may have difficulty selling their
securities should they desire to do so.

Risk of "Penny Stock" Regulations

The Commission has adopted regulations which define a "penny stock" to
be any equity security that has a market price (as defined) of less than $5.00
per share, subject to certain exceptions.
In the future, it is possible that the Common Stock and/or the Redeemable
Warrants may be deemed to be "penny stocks" as defined by the Exchange Act and
the rules and regulations promulgated thereunder. For any transaction involving
a penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the Commission relating to the
penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities, information on the limited market in penny stocks and, if
the broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. In addition, the
broker-dealer must obtain a written acknowledgment from the customer that such
disclosure information was provided and must retain such acknowledgment from the
customer for at least three years.

Further, monthly statements must be sent to the customer disclosing
current price information for the penny stock held in the account. While many
NASDAQ-listed securities would otherwise be covered by the definition of penny
stock, transactions in a NASDAQ-listed security would be exempt from all but the
sole market-maker provision for: (i) issuers who have $2,000,000 in tangible
assets ($5,000,000 if the issuer has not been in continuous operation for three
years); (ii) transactions in which the customer is an institutional accredited
investor; and (iii) transactions that are not recommended by the broker-dealer.
In addition, transactions in a NASDAQ-listed security directly with a NASDAQ
market-maker for such securities would be subject only to the sole market-maker
disclosure, and the disclosure with respect to commissions to be paid to the
broker-dealer and the registered representative.

The above described rules may materially adversely affect the liquidity
for the market of the Company's securities. Such rules may also affect the
ability of broker-dealers to sell the Company's securities and may impede the
ability of holders (including, specifically, purchasers in this offering) of the
Common Stock, the Redeemable Warrants and the Common Stock underlying the
Redeemable Warrants to sell such securities in the secondary market.

Underwriter's Influence on the Market; Possible Restrictions on Market-making
Activities During Warrant Solicitation

Although it has no legal obligation to commence or continue to do so,
the Underwriter may from time to time act as a market-maker and otherwise effect
transactions in the Company's securities. To the extent the Underwriter acts as
a market-maker in the Common Stock or Redeemable Warrants it may be a dominating
influence in that market.

<PAGE>

To the extent that the Underwriter solicits the exercise of the
Redeemable Warrants from the holders thereof, it may be prohibited pursuant to
the requirements of Rule 101 of Regulation M under the Exchange Act from
engaging in market-making activities for a period commencing five (5) days
preceding such solicitation and ending upon its conclusion.

USE OF PROCEEDS

The $44,196 in proceeds that may be received by the Company upon the
exercise of outstanding warrants held by certain of the Selling Stockholders
will be added to the Company's general working capital. The Company will not
receive any proceeds from the sale of the Common Stock by the Selling
Stockholders.

RECENT DEVELOPMENTS

Business

Operations

The Company has completed the development of the Genisys Reservation
System, the Genisys Payment System and the interface with the SABRE computerized
reservation system. Such systems have been installed in the travel department of
four corporations and at one limousine service provider and the Company has
begun to generate limited revenue. The Genisys Reservation System and the
Genysis Payment System for the Apollo CRS are in development. Management expects
them to be on-line in approximately early 1998.

Litigation

On April 17, 1997, Mr. Pollan filed an action in the United States
District Court, District of New Jersey, against the Company, Corporate Travel
Link, the officers of both companies, and various related parties seeking among
other things a declaratory judgment that Mr. Pollan is the owner of the 333,216
shares of Common Stock and for an award of unspecified compensatory and punitive
damages.

<PAGE>

to the Company's right to seek restitution from other parties for payment of
such charges. The Company believes the balance of the plaintiff's claims are
without merit and is vigorously defending the action.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended ("Act") may be sought by directors, officers and
controlling persons of the Company pursuant to such indemnity (or otherwise),
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any such action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the Common Stock
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Management

On April 2, 1997 David W. Sass became a Director of the Company. For the past 37
years, Mr. Sass has been a practicing attorney in New York City and is currently
a senior partner in the law firm of McLaughlin & Stern, LLP, securities counsel
to the Company. Mr. Sass is also an officer of Ionic Fuel Technology, Inc., a
company engaged in the sale and distribution of emission control systems, a
director of The Harmat Organization, Inc., a New York based construction company
and a member and Vice Chairman of the Board of Trustees of Ithaca College. Mr.
Sass earned a B.A. from Ithaca College, a J.D. from Temple University School of
Law and an L.L.M. (in taxation) from New York University School of Law.

On April 16, 1997 S. Charles Tabak became a Director of the Company. Since 1991,
Mr. Tabak has been Chief Executive Officer of Arc Medical & Professional
Personnel, Inc., an
12

<PAGE>

employment agency specializing in the placement of scientific, medical and
office personnel. Mr. Tabak earned both an M.B.A. and an L.L.B. from New York
University.
On May 12, 1997, Joseph Cutrona resigned as President of the Company
and Messrs. Sass, Tabak and Chairman Warren D. Bagatelle were appointed to serve
as the Audit and Compensation Committees of the Board of Directors.

On June 23, 1997, Lawrence E. Burk became a Director of the Company as
well as its President and Chief Executive Officer after a 27 year career with
Alexander & Alexander Services, a NYSE listed company providing insurance,
consulting and risk management services to corporate clients. From 1993 to early
1996, Mr. Burk served as Chairman and Chief Executive Officer of Alexander &
Alexander, Inc., the U.S. retailing subsidiary of A & A Services and from early
1996 until A & A's acquisition by AON Corp. in late 1996, Mr. Burk served as
President and Chief Operating Officer of A & A International, its global retail
operation. Mr. Burk served on A & A's Global Retail Board from 1985, A & A
Services' Operations Board from 1989 and on A & A Inc's Executive Committee and
Operations Board from 1989. Mr. Burk earned a B.A. in Economics from Southern
Illinois University and is a member of the school's advisory board.

<PAGE>

Principal Stockholders

The following tabulation shows the security ownership as of August 31,
1997 of (i) each person known to the Company to be the beneficial owner of more
than 5% of the Company's outstanding Common Stock, (not including 333,216 shares
issued to Steven E. Pollan which the Company has given notice of cancellation as
a result of certain disputes between Mr. Pollan and the Company - see "Recent
Developments - Business - Litigation"), (ii) each Director and Officer of the
Company and (iii) all Directors and Officers as a group.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

NUMBER OF PERCENT
NAME & ADDRESS SHARES OWNED OF CLASS

Loeb Holding Corporation
As Escrow Agent (1)
61 Broadway
New York, NY 10006 1,053,679 22.16%

Warren D. Bagatelle (2)
Loeb Partners Corporation
61 Broadway
New York, NY 10006 1,053,679 22.16%

Joseph Cutrona
82 Kendall Dr.
Parlin, NJ 08859 477,350 10.96%

Mark A. Kenny
Genisys Reservation Systems
2401 Morris Avenue
Union, NJ 07083 574,175 13.18%

John H. Wasko (3) (4)
Genisys Reservation Systems
2401 Morris Avenue
Union, NJ 07083 102,046 2.32%

Lawrence E. Burk (5)
Genisys Reservation Systems
2401 Morris Avenue
Union, NJ 07083 205,000 4.50%

<PAGE>

S. Charles Tabak (6)
ARC Medical Professional Personnel
36 Route 10W, Suite D
East Hanover, NJ 07936 10,000 *

David W. Sass (7)
McLaughlin & Stern, LLP
260 Madison Ave. 18th Fl.
New York, NY 10016 15,000 *

All Officers and Directors
as a group (7 persons) 2,437,250 48.59%

</TABLE>

- ---------------------
* less than 1%

(1) Includes 653,679 shares of Common Stock purchased by Loeb Holding
Corporation, as escrow agent for Warren D. Bagatelle, Managing Director of Loeb
Partners Corp., HSB Capital (of which Warren Bagatelle is a partner), trusts for
the benefit of families of two principals of Loeb Holding Corporation and three
unaffiliated persons and 400,00 shares of Common Stock issuable upon conversion
of two Convertible Notes aggregating $37,500. Loeb Holding Corporation disclaims
any beneficial interest in these shares.

(2) Includes 653,679 shares of Common Stock purchased by Loeb Holding
Corporation, as escrow agent for Warren D. Bagatelle, Managing Director of Loeb
Partners Corp., HSB Capital (of which Warren Bagatelle is a partner), trusts for
the benefit of families of two principals of Loeb Holding Corporation and three
unaffiliated individuals and 400,000 shares of Common Stock issuable upon
conversion of two Convertible Notes aggregating $37,500.

(3) Includes 14,362 shares of Common Stock owned of record by Joan E.
Wasko, John Wasko's wife, of which Mr. Wasko disclaims beneficial ownership, but
of which he may be deemed beneficial owner.

(4) Includes a five (5) year option to purchase 35,000 shares of the
Company's Common Stock at a price of $2.00 per share granted to Mr. Wasko by the
Company on November 1, 1996 and 5,333 shares of Common Stock issuable upon
conversion of Mr. Wasko's prorata share of a Convertible Note in the principal
amount of $12,500.

(5) Includes a five (5) year options to purchase an aggregate of
200,000 shares of Common Stock at a price of $6.00 per share issued on September
23, 1997.

(6) Includes a five (5) year option to purchase 10,000 shares of Common
Stock at a price of $6.00 per share issued on September 23, 1997.

(7) Includes a five (5) year option to purchase 10,000 shares of Common
Stock at a price of $6.00 per share issued on September 23, 1997.

<PAGE>

Description of Securities

On May 12, 1997, the Board of Directors approved the Company's 1997
Stock Incentive Plan ("Plan"). The Plan provides that five-year qualified
options to purchase up to 500,000 shares of Common Stock may be issued to the
Company's key employees and outside directors. The Plan will be submitted for
shareholder approval and ratification at the Company's next annual meeting.
Subject to such approval, incentive options have been granted under the Plan to
each of David W. Sass and S. Charles Tabak (10,000 shares at an exercise price
of $6.00); Lawrence E. Burk (50,000 shares at an exercise price of $6.00 per
share), and each of Tom Gregory and Paul Murray (10,000 shares at an exercise
price of $8.625 per share).

Mr. Burk was also granted a non-incentive option to purchase 150,000
shares of Common Stock at an exercise price of $6.00 per share and each of Tom
Gregory and Paul Murray were granted a non-incentive option to purchase 40,000
shares at an exercise price of $8.625 per share.

SELLING STOCKHOLDERS

The Registration Statement of which this Prospectus forms a part covers
the registration of 442,098 shares of Common Stock. The costs of qualifying such
shares of Common Stock under federal and state securities laws, together with
legal and accounting fees, printing and other costs in connection with this
offering, will be paid by the Company.

Pursuant to an agreement with the Underwriter of the Company's March
1997 public offering, 420,000 shares of the Common Stock registered in the
Registration Statement, of which this Prospectus forms a part, may not be sold
until September 20, 1998, subject, however, to earlier release at the sole
discretion of the Underwriter.

The Company will not receive any proceeds from the sale of the
securities by the Selling Stockholders, but may receive proceeds of $44,196 upon
the exercise of warrants held by certain of the Selling Stockholders.

<PAGE>

Set forth below is a list of the Selling Stockholders and the number of
shares of Common Stock which are being registered pursuant to the Registration
Statement, of which this Prospectus forms a part:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

No. of Shares No. of Shares
Owned Before No. of Shares Owned After
Name (1) Offering Being Offered Offering
- -------- -------- ------------- --------

Leasing Technology
International, Inc. . . . . . . . . . 22,098 (2) 22,098 -0-
217,500 -0-
C.P. Holding Corp.. . . . . . . . .. 217,500

Big Bass Holding Corp. . . . . . 102,500 102,500 -0-

Edward Moore . . . . . . . . . . . 80,000 80,000 -0-

Joseph Zorn . . . . . . . . . . . . . 20,000 20,000 -0-

- -----------
</TABLE>

(1) The persons named in the above table have sole voting and investment power
with respect to all of the Common Stock shown as beneficially owned by them,
except as otherwise indicated.

(2) Represents shares of Common Stock underlying options to purchase, at a price
of $2.00 per share, (i) 10,836 shares expiring September 30, 2000; (ii) 1,884
shares expiring December 31, 1997 and (iii) 9,378 shares expiring November 30,
2001.

PLAN OF DISTRIBUTION

The Common Stock offered by the Selling Stockholders may be sold from
time to time by the Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest of the Selling Stockholders, at their sole
discretion. Such sales may be made on NASDAQ at prices and on terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Common Stock offered by the Selling Stockholders is
not being underwritten.

In general, the Common Stock may be sold by one or more of the
following means: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) an exchange distribution in accordance with the
rules of such exchange (if the securities are then listed on an exchange); (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; or (e) other securities transactions.

<PAGE>

In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated immediately prior to the sale. No commissions or other
fees shall be payable by the Company to any broker or dealer in connection with
this offering. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended, in connection with such sales.

The Company has advised the Selling Stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market, has furnished each Selling Stockholder
with a copy of Regulation M and has informed them of the need for delivery of
copies of this Prospectus.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the securities
being offered by the Company will be passed upon for the Company by McLaughlin &
Stern, LLP, New York, New York. A member of the firm of McLaughlin & Stern, LLP
is a Director of the Company and owns 5,000 shares of the Company's Common Stock
and an incentive option to purchase 10,000 shares of Common Stock at an exercise
price of $6.00 per share.

EXPERTS

The Financial Statements of the Company, to the extent and for the periods
indicated in their report included in the Prospectus incorporated by reference
herein, have been reported on by Wiss & Company, LLP, independent certified
public accountants, as stated in their report appearing therein in reliance upon
such report given on the authority of that firm as experts in accounting and
auditing. Their report contains an explanatory paragraph regarding an
uncertainty as to the Company's ability to continue as a going concern.

<PAGE>

No dealer, salesperson or other person has been authorized to give any
information or to make any representations in connection with this Offering
other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied on as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities offered
by this Prospectus, or an offer or solicitation of an offer to buy any
securities by any person in any jurisdiction in which such offer or solicitation
is not authorized or is unlawful. The delivery of this Prospectus shall not,
under any circumstances, create any implication that the information herein is
correct as of any time subsequent to the date of this Prospectus.
-----------

TABLE OF CONTENTS

Page

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

-----------

Until , 1997 (25 days after the date of this Prospectus), all dealers
effecting transactions in the Securities offered hereby, whether or not
participating in the distribution, may be required to deliver a Prospectus. This
is in addition to the obligation of dealers to deliver a Prospectus when acting
as underwriters and with regard to their unsold allotments or subscriptions.

GENISYS RESERVATIONS SYSTEMS, INC.

442,098 Shares Of Common Stock
-----------------

PROSPECTUS

-----------------

_________________, 1997

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses of this offering which will be borne by the Company are
estimated to be as follows:

Securities and Exchange Commission registration fee

SEC Registration Fee $ 569.37
Legal Services 15,000.00
Accounting Services 5,000.00
Blue Sky fees and expenses 2,500.00
Printing 5,000.00
Miscellaneous 1,930.63
---------

Total $ 30,000.00

All of the above expenses except the registration fee are estimated.

Item 15. Indemnification of Directors and Officers

The Company's Certificate of Incorporation provides in Article Fourth that no
Director of the Corporation shall be liable to the Corporation or any of its
shareholders for damages for breach of any duty owed to the Corporation or its
shareholders except for liability for any breach of duty based upon an act or
omission (i) in breach of such person's duty of loyalty to the Corporation or
its shareholders, (ii) not in good faith or involving a knowing violation of
law, or (iii) resulting in receipt by such person of an improper personal
benefit.

Item 16. Exhibits

5 Opinion and consent of McLaughlin & Stern, LLP

23.1 Consent of Wiss & Company, LLP

23.2 Consent of McLaughlin & Stern, LLP filed as part of Exhibit 5

<PAGE>

Item 17. Undertakings

Paragraph designations correspond to designations in Regulation S-B, Item
512.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(5) of the Securities
Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registration pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) of section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expense incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any

<PAGE>

such action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on September 26, 1997.

GENISYS RESERVATION SYSTEMS, INC.

By:_______________________________
Lawrence E. Burk, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

Signature Title Date

_________________ Director September 26, 1997
Mark A. Kenny

__________________ Director September 26, 1997
John H. Wasko Chief Financial Officer

__________________ Director September 26, 1997
S. Charles Tabak

__________________ Director and September 26, 1997
Warren D. Bagatelle Chairman

___________________ Director September 26, 1997
David W. Sass

___________________ Director September 26, 1997
Joseph Cutrona

September 26, 1997

Unites States Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Genisys Reservation Systems, Inc. ("Company")

Gentlemen:

Reference is made to the registration statement ("Registration
Statement") on Form S-3, filed the date hereof with the Securities and
Exchange Commission by the Company.

We hereby advise you that we have examined originals or copies certified to our
satisfaction of the Certificate of Incorporation and amendments thereto and the
By-Laws and amendments thereto of the Company, minutes of the meetings of the
Board of Directors and Shareholders and such other documents and instruments,
and we have made such examination of law as we have deemed appropriate as the
basis for the opinions hereinafter expressed.

Based on the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing and in good
standing under the laws of the State of New Jersey.

2. The 442,098 shares of the Company's Common Stock which are being offered for
sale by the Selling Stockholders have been duly and validly authorized and
issued and are fully paid and non-assessable.

We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus forming a part of such Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

McLAUGHLIN & STERN, LLP

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our reports
dated January 31, 1997 appearing on page 3 of Genisys Reservation Systems,
Inc.'s Annual Report on Form 10-KSB for the year ended December 31, 1996.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

WISS & COMPANY, LLP

Woodbridge, New Jersey
September 24, 1997