GENISYS RESERVATION SYSTEMS INC, 424B1, 1997-03-24

GENISYS RESERVATION SYSTEMS INC
424B1, 1997-03-24
BUSINESS SERVICES, NEC

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PROSPECTUS

GENISYS RESERVATION SYSTEMS, INC.
900,000 Shares of Common Stock
1,500,000 Class A Redeemable Warrants
900,000 Class B Redeemable Warrants

Genisys Reservation Systems, Inc., a New Jersey corporation ("Company"),
hereby offers through R.D. White & Co., Inc. ("Underwriter") 900,000 shares
("Shares") of Common Stock, par value $.0001 per share ("Common Stock"), and
2,400,000 redeemable warrants ("Redeemable Warrants"), 1,500,000 of which
will be "Class A Redeemable Warrants" and 900,000 of which will be "Class B
Redeemable Warrants," at a public offering price of $5.00 per share of Common
Stock, $.20 per Class A Redeemable Warrant and $.10 per Class B Redeemable
Warrant (the Common Stock and Redeemable Warrants collectively referred to as
the "Securities"). The Common Stock, Class A Warrants and Class B Warrants
will be offered seperately. See "Underwriting."

Each Redeemable Warrant shall be exercisable for a period of
forty-eight (48) months, commencing six (6) months from March 20, 1997, the date
of this Prospectus ("Effective Date"). Each Class A Redeemable Warrant shall
entitle the holder to acquire one share of Common Stock at a price equal to
$5.75 per share. Commencing twelve (12) months after the Effective Date, the
Company will have the right at any time to redeem all, but not less than all, of
the Class A Redeemable Warrants at a price equal to twenty cents ($.20) per
Class A Redeemable Warrant, provided that the closing bid price of the Common
Stock equals or exceeds $6.25 per share for any twenty (20) trading days within
a period of thirty (30) consecutive trading days ending on the fifth trading day
prior to the date of the notice of redemption. Each Class B Redeemable Warrant
shall entitle the holder to acquire one share of the Common Stock at a price
equal to $6.75 per share. Commencing twelve (12) months after the Effective
Date, the Company will have the right at any time to redeem all, but not less
than all, of the Class B Redeemable Warrants at a price equal to ten cents
($.10) per Class B Redeemable Warrant, provided that the closing bid price of
the Common Stock equals or exceeds $7.25 per share for any twenty (20) trading
days within a period of thirty (30) consecutive trading days ending on the fifth
trading day prior to the date of the notice of redemption. See "Descriptions of
Securities."

The Underwriting Agreement prohibits the Company from issuing any
capital stock or other securities without the Underwriter's prior consent for a
period of eighteen (18) months following the date of this Prospectus. This
provision may limit the Company's ability to raise additional equity capital.

AN INVESTMENT IN THE SECURITIES DESCRIBED HEREIN INVOLVES A HIGH DEGREE OF RISK
AND IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE OF THE COMMON STOCK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS" WHICH BEGINS ON PAGE 8 AND "DILUTION" WHICH
BEGINS ON PAGE 18. SUCH SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

Underwriting
Discounts
and
Price to Commissions Proceeds to
Public (1) Company(2)

Per Share offered by Company....................................... $5.00 $.50 $4.50

Per Class A Redeemable Warrant offered by
Company......................................................... $.20 $.02 $.18

<PAGE>

Per Class B Redeemable Warrant offered by
Company......................................................... $.10 $.01 $.09

Total(3)........................................................... $4,890,000 $489,000 $4,401,000

</TABLE>

(1)Does not include additional underwriting compensation to be paid by the
Company to the Underwriter in the form of a non-accountable expense allowance of
$146,700 ("Non-Accountable Expense Allowance") equal to 3% of the aggregate
public offering price of the Securities or $168,705 assuming exercise in full of
the Over-Allotment Option (as defined below), $50,000 of which has been advanced
to the Underwriter. (2)Exclusive of exercise of the Over-Allotment Option (as
defined below) and before deducting expenses payable by the Company estimated at
$381,700 (including the Underwriter's Non-Accountable Expense Allowance of
$146,700 payable by the Company). After deducting such expenses and applicable
underwriting discounts, the net proceeds to the Company, exclusive of the
exercise of the Over-Allotment Option (as defined below), will be approximately
$4,019,300. (3)The Company has granted an option to the Underwriter to purchase
all or part of an additional 15% of the Shares and Redeemable Warrants from the
Company to cover over-allotments for a period of forty-five (45) days from the
Effective Date upon the same terms and conditions ("Over-Allotment Option"). If
the Over-Allotment Option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to the Company will be
$5,623,500, $562,350 and $5,061,150, respectively (exclusive of other expenses
payable by the Company of $235,000 and the Non-Accountable Expense Allowance of
$168,705). Assuming exercise of the Over-Allotment Option and after deducting
expenses and applicable Underwriting Discounts, the net proceeds to the Company
will be approximately $4,657,445. The Underwriter has agreeed to exercise the
Over-Allotment Option in full on the Effective Date. See "Underwriting."

R.D. White & Co., Inc.

-----------

The Date of this Prospectus is March 20, 1997

<PAGE>

(Cover continued from preceeding page)

Prior to the Company's public offering as described herein, there has
been no active public market for the Common Stock or the Redeemable Warrants and
no assurance may be given that a public market will develop following the
completion of the offering or that, if any such market does develop, will be
sustained. The Securities have been accepted for quotation on The NASDAQ
SmallCap Market -SM- SM ("NASDAQ") under the symbols: "GENS," "GENSW," and
"GENSZ," respectively. There can be no assurance given that the Company will be
able to satisfy on a continuing basis the requirements for quotation of such
securities on NASDAQ. See Risk Factors "No Assurance of Public Market or
Continued NASDAQ SmallCap Market Listing," and "Risk of Penny Stock
Regulations."

The Securities being offered for sale by the Company are being offered
on a firm commitment basis, subject to prior sale, when, as and if delivered to
and accepted by the Underwriter pursuant to the terms of the Underwriting
Agreement relating to the Offering. See "Underwriting." It is expected that
delivery of certificates representing the securities being offered by the
Company will be made against payment therefor at the offices of the Underwriter
on or about March 25, 1997. See "Available Information."

The Registration Statement of which this Prospectus forms a part but
with a different Prospectus cover page ("Alternate Prospectus") also relates to
the offer and sale of 287,500 Class A Redeemable Warrants and 287,500 shares of
Common Stock issuable upon exercise of 287,500 outstanding Class A Redeemable
Warrants which were previously issued by the Company to the holders thereof and
are to be offered and sold by such stockholders ("Selling Stockholders"). The
Class A Redeemable Warrants are exercisable at $5.75 per share. Such securities
are subject to an eighteen (18) month lock-up at the discretion of the
Underwriter. The shares are being offered by the Selling Stockholders and are
being registered for resale purposes only pursuant to the Alternate Prospectus.
Sales of the securities to be offered by the Selling Stockholders (or even the
potential of such sales) would likely have an adverse effect on the market
prices of the securities being offered by the Company. The Company will not
receive the proceeds of any sale of such securities by the Selling Stockholders,
but may receive proceeds from the exercise of these Class A Redeemable Warrants
covered by such shares if these Class A Redeemable Warrants are exercised, as to
which there can be no assurance. The Selling Stockholders will receive the
proceeds from the sale, if any, of the securities to be offered by Selling
Stockholders. Except as otherwise set forth herein, the costs incurred in
connection with the registration of such securities are to be borne by the
Company. See "Selling Stockholders."

For a period of time, the Company was not in compliance with the filing
requirements of the Securities Exchange Act of 1934 ("Exchange Act") and may be
subject to legal liability as a result thereof.See "Risk Factors-Non-Compliance
with Exchange Act Reporting Requirements."

As of March 5, 1997 the Company had 769 shareholders of record.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK AND REDEEMABLE WARRANTS ON THE
NASDAQ SMALLCAP MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK AND REDEEMABLE WARRANTS, INCLUDING SHORT SALES AND COVERING
TRANSACTIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and in accordance
therewith presently files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected at the Commission's public reference room located in Room 1024 at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such materials may also be obtained at prescribed
rates from the Public Reference Section of the Commission located in Room 1024
at 450 Fifth Street, N.W., Washington, D.C. 20549.

The Company has filed a Registration Statement relating to the
securities offered hereby with the Commission pursuant to the provisions of the
Securities Act of 1933, as amended ("Securities Act"). Although this Prospectus
forms a part of the Registration Statement, it does not contain all of the
information set forth in the Registration Statement, the exhibits or the
schedules thereto. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement, the
exhibits and the schedules thereto. All material elements of documents
referenced in the Registration Statement are set forth in the prospectus
disclosure herein. Reference is also made to the copy of such document which has
been filed as an exhibit to the Registration Statement.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to and
should be read in conjunction with the more detailed information and financial
data (including any financial statements and the notes thereto) appearing
elsewhere in this Prospectus. Unless otherwise indicated, all share and per
share amounts set forth hereinafter have been adjusted to reflect the reverse
split on a one-for-two basis effectuated in July 1996. Each prospective investor
is urged to read this Prospectus in its entirety.

The Company

The principal business activity of Genisys Reservation Systems, Inc.
("Company") is developing a computerized limousine reservation and payment
system for the business traveler. The management of the Company anticipates that
the proprietary software that is being developed will enable limousine
reservations to be completely computerized, i.e., be entirely automatic and
operate without human intervention except for the initial inputing of travel
information. Genisys Reservation Systems, Inc. is a development stage company
and has no commericially available products at the present time.

At the present time, there are four major airline computer reservation
systems in operation in the United States-"Sabre", "Worldspan", "Apollo" and
"System One" (each reservation system referred to hereinafter as a "CRS"). Each
CRS allows a travel agency or corporate travel department to make an airline
reservation and receive instantaneously a confirmation and a printed airline
ticket on any airline. It is also possible to make a hotel reservation with any
of the major hotel chains through any CRS and receive an instantaneous
confirmation of room availability. Additionally, a travel agent or corporate
travel manager may make an automobile reservation with any of the major car
rental companies (Hertz, Avis and the like) through any CRS and receive an
immediate confirmation of the car rental reservation.

When it comes to limousine reservations, however, there is at present
no method for making a reservation through a CRS and receiving an immediate
guaranteed confirmation. The usual method of making a limousine reservation in a
destination city is to call a limousine company, if the corporate travel
department or travel agent knows of one. This use of the telephone, with its
attendant inconveniences such as "telephone tag" and missed communications, can
make securing a confirmed limousine reservation inconvenient.

<PAGE>

The Company seeks to solve this problem by: 1.developing a limousine
reservation system that utilizes the airline computer reservation systems
already in use; 2.developing a way to identify and qualify the best limousine
service providers in the cities that are the business travelers' most frequent
destinations; 3.developing a way to disseminate reservation information to
corporate clients and to limousine service providers with no errors, with
immediate confirmation and without the need to utilize the telephone;
4.developing an automated electronic payment system to process all fees charged
by the Company to its clients; 5.performing the above-described tasks with a
high degree of quality control; and 6.providing corporate clients with precise
management and financial information, to enable them to ascertain where their
money is being spent.

The Company was organized on April 25, 1986 under the name of JECO2
Lasers, Inc., changed its name to Robotic Lasers, Inc. on December 22, 1987 and
again changed its name to Genisys Reservation Systems, Inc. on July 16, 1996.
The Company's executive offices are at 2401 Morris Avenue, Union, NJ 07083, and
its telephone number is 908-810-8767.

The Offering

Securities Offered.......................... 900,000 shares of Common Stock, par value $.0001, per share
("Common Stock") and 2,400,000
redeemable warrants ("Redeemable
Warrants"), 1,500,000 of which will
be "Class A Redeemable Warrants"
and 900,000 of which will be "Class
B Redeemable Warrants."
Offering Price.............................. $5.00 per Share of Common Stock
$0.20 per Class A Redeemable Warrant
$0.10 per Class B Redeemable Warrant
The Redeemable Warrants..................... Each Redeemable Warrant shall be exercisable for a period
of 48 months, commencing six (6) months from March 20,
1997, the date of this Prospectus ("Effective Date"). Each
Class A Redeemable Warrant shall entitle the holder to
acquire one share of Common Stock at a price equal to $5.75
per share. Commencing 12 months after the Effective Date,
the Company will have the right at any time to redeem all,
but not less than all, of the Class A Redeemable Warrants
at a price equal to ten cents ($.10) per Class A Redeemable
Warrant, provided that the closing bid price of the Common
Stock equals or exceeds $6.25 per share for any twenty (20)
trading days within a period of thirty (30) consecutive
trading days ending on the fifth trading day prior to the
date of the notice of redemption. Each Class B Redeemable
Warrant shall entitle the holder to acquire one share of
the Common Stock at a price equal to $6.75 per share.
Commencing twelve (12) months after the Effective Date, the
Company will have the right at any time to redeem all, but
not less than all, of the Class B Redeemable Warrants at a
price equal to ten cents ($.10) per Class B Redeemable
Warrant, provided that the closing bid price of the Common
Stock equals or exceeds $7.25 per share for any twenty (20)
trading days within a period of thirty (30) consecutive
trading days ending on the fifth trading day prior to the
date of the notice of redemption.

Securities Outstanding Prior to the Company's Offering
Common Stock..........................................................3,280,594 Shares
Class A Redeemable Warrants........................................... 287,500

<PAGE>

Securities Outstanding After the Company's Offering:
Common Stock (1)(3)...................................................4,330,594 Shares
Class A Redeemable Warrants(2)........................................2,012,500 Warrants
Class B Redeemable Warrants(2)........................................1,035,000 Warrants
NASDAQ SmallCap Market -SM- SM Symbols(4)
Common Stock..........................................................GENS
Class A Redeemable Warrants...........................................GENSW
Class B Redeemable Warrants...........................................GENSZ

</TABLE>

<PAGE>

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

(1)Does not include: (a) 2,400,000 shares of Common Stock issuable upon exercise
of the Redeemable Warrants; (b) 360,000 shares of Common Stock issuable upon the
exercise of the Redeemable Warrants contained in the Over-Allotment Option, and
(c) 287,500 shares of Common Stock issuable upon the exercise of Class A
Redeemable Warrants issued in a private placement in May 1996, but does include
the 135,000 shares of Common Stock included in the Over-Allotment Option. See
"Description of Securities," and "Underwriting." (2)Includes the 360,000
Redeemable Warrants issuable upon exercise of the Over-Allotment Option and
287,500 Class A Redeemable Warrants issued in a private placement in May 1996.
See "Underwriting" and "Description of Securities." (3)Includes 15,000 shares of
Common Stock issuable upon the conversion of two promissory notes at the
completion of this Offering in the principal amounts of $20,000 and $10,000,
respectively ("Convertible Notes"). (4)The Shares of Common Stock and the Class
A Redeemable Warrants and Class B Redeemable Warrants have been accepted for
quotation on the NASDAQ SmallCap Market -SM- SM under the symbols: "GENS",
"GENSW" and "GENSZ", respectively. There can be no assurance given that the
Company will be able to satisfy on a continuing basis the requirements for
quotation of such securities on NASDAQ. See "Risk Factors" and "Market for the
Company's Securities and Other Related Stockholder Matters."

Risk Factors

An investment in any of the securities being offered hereby is highly
speculative and involves substantial risks including a qualified independent
auditors report, financial losses, limited operations, early development stage
of the Company, rapid technological changes, market acceptance, dependence on
existing computer reservation systems, working capital, broad discretion in
application of proceeds, dependence upon a key individual, possible need for
additional financing, dependence on certain suppliers, economic downturn, new
product development, product protection and infringement, and competition. See
"Risk Factors."

Use of Proceeds

The Company will receive the net proceeds of its offer and sale of the
Common Stock and Redeemable Warrants of approximately $4,019,300 and intends to
use the net proceeds for the following: (i) approximately $850,000 for systems
and procedures development and additional equipment; (ii) approximately $563,500
for repayment of outstanding indebtedness; and (iii) approximately $2,605,800
for general working capital purposes. The Underwriter has agreed to exercise the
Over-Allotment Option in full on the Effective Date, and the additional net
proceeds of approximately $638,145 will be added to general working capital. See
"Risk Factors" and "Use of Proceeds."

<PAGE>

Summary Financial Information

The following summary of selected financial information concerning the
Company, other than the "As Adjusted" information reflecting the Company's
receipt and use of the net proceeds of its public offering (see "Use of
Proceeds"), have been derived from the financial statements (including the
related notes thereto) of the Company included elsewhere in this Prospectus
("Financial Statements").

SUMMARY STATEMENT OF OPERATIONS DATA:

Period from
Year Ended Four Months Ended Year Ended March 7, 1994
December 31, 1996 December 31, 1995 August 31, 1995 to August 31, 1994

Costs and Expenses............ $1,051,203 $293,210 $269,080 $31,510
Net Loss...................... $(1,051,203) $(293,210) $(269,080) $(31,510)
Net Loss per Share............ $(.36) $(.11) $(.16) $(.02)

SUMMARY BALANCE SHEET DATA:

December 31, 1996
December 31, 1995 December 31, 1996 As Adjusted(1)(2)
----------------- ----------------- -----------------

Working Capital (Deficit).............................. $(814,504) $(600,043) $3,493,902
Total Assets........................................... $352,685 $903,598 4,997,543
Long-term Debt......................................... $89,746 $1,603,257 1,009,757
Total Liabilities...................................... $927,566 $2,295,929 1,702,429
Stockholders' Equity (Deficiency)...................... $(574,881) $(1,392,331) 3,295,114

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

(1)Includes the net proceeds (after Underwriting Commissions, Non-accountable
Expense Allowance and other estimated expenses) of this Offering of $4,657,445
(including the exercise of the Over-Allotment Option in full) and the repayment
of outstanding indebtedness of $563,500. See "Use of Proceeds." (2)Includes the
conversion of $30,000 of Convertible Notes payable into 15,000 shares of Common
Stock upon consummation of this Offering.

<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 Securites Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 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 under the headings
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "The Company," "Business" and 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 December 31, 1996, the Company had incurred
an accumulated deficit of ($1,645,003) as well as a working capital deficit of
($600,043). 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. See "Business," "Financial Statements" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Limited Operations-No Revenues to Date

To date, 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. The Company has not yet generated any
revenues and will require further technical development within the next twelve
months, as well as an additional investment of the proceeds from this Offering,
before a determination of the system's commercial feasibility can be made. No
assurance can be given that the Company's reservation and payment system will
achieve commercial feasibility. See "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. See "Business."

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

<PAGE>

and services and may be more successful in marketing such systems and services.
The Company is still developing its products and none are currently available.
See "Business."

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. See "Business."
Dependence on Existing Computer Reservation Systems

The Company is dependent on access to existing computer reservation
systems. 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 adversly affected. See "Business."

Broad Discretion by Management in Application of Proceeds; Funding of Day to Day
Operations and Officers' Salaries; Repayment of Debt

A portion (approximately $2,605,800 or 64.9%) of the net proceeds
derived from the sale of the Securities offered hereby will be added to the
Company's general working capital. Management will have complete discretion as
to the application of such funds, including payment of executive salaries and
fees relating to the day to day operations. Furthermore, the Underwriter's
exercise of the Over-Allotment Option in full on the Effective Date will
generate approximately $638,145 of additional net proceeds, all of which will be
added to the Company's general working capital. In addition, $563,500, or 14% of
the net proceeds of the Offering will be used to repay certain debt of the
Company.
See "Use of Proceeds."

The management of the Company also has broad discretion as to the
application and allocation of up to $16,353,125 of gross proceeds that may be
received upon exercise of the Redeemable Warrants. As a result of the foregoing,
the success of the Company will be substantially dependent upon the discretion
and judgment of the management of the Company with respect to the application
and allocation of the net proceeds hereof. Pending use of such proceeds, the net
proceeds of this offering will be invested by the Company in temporary,
short-term investment grade interest-bearing obligations. See "Use of Proceeds,"
"Business" and "Management."

Dependence Upon Key Individual; Thin Executive Management; Lack of Independent
Directors

The Company has only 2 executive officers and 3 non-executive employees and has
no independent directors. Its success is dependent upon the activities of Joseph
Cutrona, its President. The loss of Mr. Cutrona's services through death,
disability or resignation would have a material and adverse effect on the
business of the Company. See "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 unable to pay
for audited financial statements. The Company may be subject to legal liability
as a result thereof. If necessary, the Company may in the future use portions of
the proceeds from this offering allocated to working capital to pay for audited
financial statements. See "Use of Proceeds."

<PAGE>

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 offering substantially from
revenues generated by the Company's planned operations and the proceeds of this
offering, but there can be no assurance that such funds will be sufficient for
these purposes. There can be no assurance that such financing will be available,
or that it will be available on acceptable terms.
See "Use of Proceeds."

Dependence on Certain Suppliers

The Company is dependent on certain of its suppliers who are involved
with the development of the Company's system. Should the Company lose any such
suppliers, it would cause a delay in the Company bringing its system to market.
The Company is dependent on two key suppliers who provide software development
services to the Company. Travel Automation Management Company provides the
"script" software programs which enable the Company's program to interact with
each of the airline computer reservation systems. Prosoft, Inc. has written all
the proprietary custom software for the Company's reservation system and is
presently completing the Company's payment system. Travel Automation Management
Company's services are provided on a purchase order/contract basis with progress
payment terms. Prosoft Inc.'s services are provided under various formal written
consulting agreements. No assurance can be given that the Company will be able
to adequately replace these two suppliers in the event of a termination of
services by the suppliers to the Company. See "Business."

Adverse Effect of Economic Downturn

The Company's system, when operable, will be 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. See "Business."
Continuing Voting Control by Current Officers and Directors

As of the date hereof, the management of the Company owns 2,684,627
shares of Common Stock. Consequently, immediately upon completion of the
Company's public offering of the Securities, including the exercise of the
Over-Allotment Option in full but assuming no exercise of the Redeemable
Warrants, the officers and directors of the Company will own or control the
voting of 62.45% 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 will therefore be in
a position to control the actions of the Company. See "Principal Stockholders"
and "Certain Transactions."

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 systems, confidentiality procedures 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. See
"Business."

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

<PAGE>

be companies which have substantially greater research, development, marketing
and financial resources than the Company. 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.
See "Business."

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. See "Business."

Limited Lock-Up Agreement for Selling Stockholders

The Registration Statement of which this Prospectus forms a part also
covers the registration of 287,500 Class A Redeemable Warrants and 287,500
shares of Common Stock issuable upon their exercise. These Warrants were issued
by the Company in a private placement. While these securities may not be sold
for eighteen (18) months from the date hereof pursuant to an agreement with the
Underwriter, such restriction may be released in the Underwriter's sole
discretion at any time after all of the Securities offered hereby have been
sold. No assurance can be given that the Underwriter will not release this
lock-up before the eighteen (18) month period has expired.

Arbitrary Determination of Offering Price of Securities

The public offering price of the Securities and the exercise price of
the Redeemable Warrants were determined by negotiation between the Company and
the Underwriter and do not necessarily bear any relationship to the Company's
assets, book value, net worth or any other established criteria of value. Among
the factors considered in determining such prices were the Company's historical
performance and growth, management's assessment of the Company's business
potential and earning prospects, the prospects for growth in the industry in
which the Company operates, market prices and prevailing market conditions
generally. Neither the offering price of the Securities nor the exercise price
of the Redeemable Warrants should be regarded as indicative of the actual value
of any of the securities being offered by the Company. The trading price of the
securities and/or exercise price of the Redeemable Warrants could also be
subject to significant fluctuations in response to variations in quarterly
results of operations, announcements of new contracts or services by the Company
or its competitors, government regulatory action, general trends in the industry
and other actions, including extreme price and volume fluctuations which have
been experienced by the securities markets from time to time in recent years.
See "Underwriting."

Immediate and Substantial Dilution

This Offering involves an immediate and substantial dilution of $4.36
or 87.2% per share between the net tangible book value per share of Common Stock
upon consummation of this Offering and the public offering price. To the extent
that any future financing involves the sale of the Company's equity securities,
the interests of the Company's then existing stockholders, including investors
in this Offering, could be substantially diluted. See "Dilution" and "Possible
Adverse Effect of Future Sales of Stock by Stockholders."

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.
See "Dividend Policy" and "Description of Securities."

<PAGE>

Potential Presence of Outside Party at Directors' Meetings

The Underwriting Agreement grants the Underwriter the right to appoint
a designee to attend all of the Companys 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. 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 3,280,594 outstanding shares of Common Stock prior to
the Offering contemplated hereby, 3,084,784 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 two-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 three years are not
subject to the quantity limitations or the manner of sale restriction of the
rules. As of the date hereof, no 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 and Loeb, to the extent of 200,000
shares of Common Stock in its holdings) are restricted from selling their
respective securities for a period of eighteen (18) months from the Effective
Date, absent waiver of such restriction by the Underwriter. See "Certain
Transactions" and "Underwriting."

In the event that shares of Common Stock which are not currently
salable become salable by means of registration, eligibility for sale under Rule
144 or otherwise and the holders of such shares of Common Stock elect to sell
such shares of Common Stock 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. See "Principal Stockholders," "Certain
Transactions" and "Description of Securities."

Potential and Pending Litigation

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 for services he was to have provided at the inception of Corporate
Travel Link, Inc. ("Travel Link"). The Company believes that Mr. Pollan never
provided such services; Mr. Pollan has informed the Company, however, that he
will contest any attempt to cancel his shares. No assurances can be given that
the Company would prevail if any legal proceeding is commenced by Mr.
Pollan.

<PAGE>

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 an officer of Travel Link. No assurances
can be given that the Company will prevail in this matter. See
"Business-Litigation."

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. See "Description of Securities-Preferred
Stock."

Capital-Raising Restrictions

Greater Share of Financial Risk to Investors in Public Offering

Upon completion of the Company's public offering, the Company's current
stockholders will have paid $618,600 for 3,295,594 shares of Common Stock, or
78.5% of the Company's then outstanding shares of Common Stock, and purchasers
of the Securities in the Company's public offering will have paid $4,500,000 for
900,000 shares of Common Stock, or 21.5% (exclusive of related warrants) of the
Company's then outstanding shares of Common Stock, assuming no exercise of the
Over-Allotment Option and no exercise of the Redeemable Warrants being offered
by the Company. Therefore, investors purchasing Securities in the Company's
public offering will bear a substantially greater financial risk than the
Company's current stockholders. See "Dilution."

No Assurance of Public Market or Continued NASDAQ SmallCap Market Listing

Prior to the Company's public offering, there has been no public market
for any of the Company's securities, and no assurance can be given that a
regular trading market for the Securities will develop after the completion of
the Company's public offering. If a trading market does in fact develop for the
Securities, no assurance can be given that it will be sustained. In connection
with the Company's public offering, the Company applied for inclusion of the
Common Stock and the Redeemable Warrants for quotation on the NASDAQ SmallCap
Market under the symbols: GENS, GENSW, and GENSZ, respectively. While such
securities have been accepted for quotation on the NASDAQ SmallCap Market, there
can be no assurance given 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 develop, purchasers of such securities may have difficulty selling
their securities should they desire to do so. See "Market Information."

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

<PAGE>

certain exceptions. The Company believes that, as of the date of this
Prospectus, 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.

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. See "Underwriting."

Risk of Blue Sky Restrictions on Exercise of the Redeemable Warrants

The Company has qualified the sale of the securities being offered
hereby in a limited number of states. Although certain exemptions in the Blue
Sky laws of certain states, other than those states in which such securities are
initially qualified, may permit such securities, including the Redeemable
Warrants, to be transferred to purchasers in such states, the Company will be
prevented from issuing Common Stock upon exercise of the Redeemable Warrants in
such states unless an exemption from registration or qualification is available
or unless the issuance of Common Stock upon the exercise of the Redeemable
Warrants is qualified and a current registration statement is in effect. The
Company may decide not to seek or may not be able to obtain qualification of the
issuance of such Common Stock in all of the states in which the ultimate
purchasers of the Redeemable Warrants reside. In such case, the Redeemable
Warrants of such purchasers will

<PAGE>

expire and have no value if such warrants cannot be exercised. Accordingly, the
market for the Redeemable Warrants may be limited. See "Underwriting."
Current Prospectus Requirement to Exercise Warrants

During the exercise period of the Redeemable Warrants, the Company must
maintain and make available a current prospectus. This Prospectus will no longer
be current after April 30, 1998 (or earlier upon the occurrence of a material
event or change which would render the information herein inaccurate or
otherwise misleading). There can be no assurance given that the Company will not
be prevented by financial or other considerations from maintaining a current
prospectus. In the event that a current prospectus is not available, the
Redeemable Warrants may not be exercisable and the Company will be precluded
from redeeming the Redeemable Warrants. See "Underwriting."

Adverse Effects of Possible Redemption of the Redeemable Warrants

Each Class A Redeemable Warrant shall entitle the holder to acquire one
share of the Common Stock at a price equal to $5.75 per share. Commencing twelve
(12) months after the Effective Date, the Company will have the right at any
time to redeem all, but not less than all, of the Class A Redeemable Warrants at
a price equal to ten cents ($.10) per Redeemable Warrant, provided that the
closing bid price of the Common Stock equals or exceeds $6.25 per share for any
twenty (20) trading days within a period of thirty (30) consecutive trading days
ending on the fifth trading day prior to the date of the notice of redemption.
Each Class B Redeemable Warrant shall entitle the holder to acquire one share of
the Common Stock at a price equal to $6.75 per share. Commencing twelve (12)
months after the Effective Date, the Company will have the right at any time to
redeem all, but not less than all, of the Class B Redeemable Warrants at a price
equal to ten cents ($.10) per Redeemable Warrant, provided that the closing bid
price of the Common Stock equals or exceeds $7.25 per share for any twenty (20)
trading days within a period of thirty (30) consecutive trading days ending on
the fifth trading day prior to the date of the notice of redemption. See
"Descriptions of Securities." Although holders of the Redeemable Warrants will
have the right to exercise their Redeemable Warrants through the date of
redemption, they may be unable to do so because they lack sufficient funds at
the time of redemption, or they may simply not wish to invest any more money in
shares of the Common Stock at that time. Should a holder of the Redeemable
Warrants fail to exercise such Redeemable Warrants or to sell such Redeemable
Warrants on or prior to the redemption date, such Redeemable Warrants will have
no value beyond their redemption value. The Company may not redeem the
Redeemable Warrants unless the Company has available a current prospectus with
respect to the Redeemable Warrants. See Risk Factors-"Current Prospectus
Requirement to Exercise Warrants" and "Description of Securities-Redeemable
Warrants."

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Securities being
offered by the Company, after deducting expenses and other costs of the
offering, are estimated to be approximately $4,019,300 (or $4,657,445 if the
Over-Allotment Option is exercised in full). The Company intends to use the net
proceeds of its offering substantially as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Proposed Use of Proceeds Approximate Amount Percentage

System Procedures Development and additional
equipment(1).............................................................. $850,000 21.1%
Repayment of Debt(2)......................................................... 563,500 14.0%
Working Capital(3)........................................................... 2,605,800 64.9%

-------------------------- ---------------
Total.................................................................. $4,019,300 100%

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

</TABLE>

<PAGE>

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

(1)To be utilized for (a) completion of software development and acquisition of
computer hardware needed to complete development of the Genisys Payment System
(hereinafter defined) ($560,000) and (b) completion of software development and
acquisition of computer hardware necessary to complete integration of the
Genisys Reservation System (hereinafter defined) with the Apollo CRS ($290,000).
(2)The total of $563,500 bears interest at 10% per annum, is payable to 16
unaffiliated parties and matures upon the earlier to occur of May 29, 1997 or
thirty days after the closing date of the first underwritten public offering of
the Company's securities. See "Certain Transactions." (3)General working capital
contemplates, among other things, the use for general corporate purposes,
including funding day to day operations of the Company such as executive
salaries, compliance with reporting requirements and the Company's future
development.

The amounts set forth above are estimates developed by management of
the Company based upon the Company's current plans and prevailing economic and
industry conditions. Although the Company does not currently contemplate
material changes in the proposed use of proceeds set forth above, to the extent
that management of the Company finds that adjustment thereto is required, the
amounts shown may be adjusted among the uses indicated above. The Company's
proposed use of proceeds is subject to changes in general, economic and
competitive conditions, timing and management discretion, each of which may
change the amount of proceeds expended for the purposes intended. The proposed
application of proceeds is also subject to changes in market conditions and the
Company's financial condition in general. Changes in general, economic,
competitive and market conditions and the Company's financial condition would
include, without limitation, the occurrence of an economic slowdown or recession
and changes in the competitive environment in which the Company operates. While
management of the Company is not currently aware of the existence or pending
threat of any of the foregoing events, there can be no assurance given that one
or more of such events will not occur. See "Risk Factors" generally, including
specifically, "Broad Discretion by Management in Application of Proceeds;
Funding of Day to Day Operations and Officers' Salaries; Repayment of Debt";
"Adverse Effect of Economic Downturn" and "Likely Competition." Any additional
proceeds received upon exercise of the Over-Allotment Option or Redeemable
Warrants will be added to working capital and used as management, in its sole
discretion, deems appropriate.

While no assurance can be given, the Company believes that the net
proceeds from its public offering and revenues generated by the Company's
planned operations will be adequate to satisfy the Company's working capital
needs for the next twelve (12) months. The Company does not currently anticipate
that it will need the proceeds from the potential exercise of Redeemable
Warrants to fund its working capital needs or to maintain its operations over
the next twelve (12) months. However, the Company may require additional
financing in the future in order to expand its business. The Company is not able
at this time to predict the amount or potential source of such additional funds
and has no current commitments to obtain such funds, other than relating to the
potential exercise of outstanding Warrants. There can be no assurance that
additional financing on acceptable terms will be available to the Company when
needed, if at all. See "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Pending use of the net proceeds
from the Company's public offering, the Company may make temporary investments
in short-term investment grade interest-bearing instruments.

<PAGE>

CAPITALIZATION

The following table sets forth as of December 31, 1996 the Company's
capitalization on a historical basis and as adjusted to give effect to this
Offering and its net proceeds, including the exercise of the Over-Allotment
Option in full. The information below should be read in conjunction with the
Financial Statements contained in this Prospectus, which should be read in their
entirety.

<TABLE>
<CAPTION>
<S> <C> <C>
Historical As Adjusted(1)(2)(3)
Short-term debt:
Current maturities of long-term debt........................................... $161,282 $161,282

------------------ --------------------------------
Total short-term debt.................................................. 161,282 61,282

------------------ --------------------------------
Long-term debt:
10% Promissory notes payable................................................... 563,500 -
Convertible notes payable(3)................................................... 30,000 -
Long-term debt, less current maturities........................................ 1,009,757 1,009,757

------------------ --------------------------------
Total long-term debt................................................... 1,603,257 1,009,757

------------------ --------------------------------
Stockholders' equity (deficiency):
Preferred stock, $.0001 par value; 25,000,000 shares
authorized; None outstanding................................................ - -
Common stock, $.0001 par value; 75,000,000 shares
authorized: 3,280,594 shares issued and
outstanding................................................................. 328 433
4,330,594 shares outstanding, as adjusted................................ - -
Paid in capital................................................................ 252,344 4,939,684
Deficit accumulated during the development stage............................... (1,645,003) (1,645,003)

------------------ --------------------------------
Total stockholders' equity (Deficiency)................................ (1,392,331) 3,295,114

------------------ --------------------------------
Total Capitalization: Debt and stockholders'
equity........................................................... $372,208 $4,466,153
------------------ --------------------------------
------------------ --------------------------------

</TABLE>

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

(1)Gives effect to the anticipated net public offering proceeds of $4,657,445
and repayment of debt in the amount of $563,500. (2)Includes the 135,000 Shares
of Common Stock included in the Over-Allotment Option, but does not include: (a)
287,500 shares of Common Stock issuable upon exercise of the Class A Redeemable
Warrants issued in a private placement; (b) 360,000 shares of Common Stock
issuable upon exercise of the Redeemable Warrants included in the Over-Allotment
Option; or (c) 90,000 shares of Common Stock issuable upon exercise of the
Underwriter's Purchase Option. In the event all outstanding options (including
360,000 Redeemable Warrants included in the Over-Allotment Option and 90,000
shares covered by the Underwriters Purchase Option) were exercised there would
be 8,190,193 shares of Common Stock outstanding. See "Description of
Securities," "Certain Transactions," "Management" and "Underwriting."
(3)Includes the conversion of $30,000 of Convertible Notes into 15,000 shares of
Common Stock upon consummation of this Offering. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Liquidity and
Capital Resources."

<PAGE>

DILUTION

As of December 31, 1996, the Company had an aggregate of 3,280,594
shares of Common Stock outstanding and a net tangible book value of $(1,903,105)
or $(.58) per share of Common Stock. (See December 31, 1996 Financial
Statements). "Net Tangible Book Value Per Share" represents the total amount of
the Company's tangible assets, less the total amount of its liabilities, divided
by the total number of shares of Common Stock outstanding.

After giving effect to the sale of 1,035,000 shares of Common Stock
(including exercise of the Over-Allotment Option in full) at the offering price
of $5.00 per share and the proceeds from the sale of the Class A and Class B
Redeemable Warrants and the deduction of offering expenses in the amount of
$235,000 and Underwriting Discounts and Commissions estimated at $731,055
(including payment of the Underwriter's Non-Accountable Expense Allowance), the
net tangible book value of the Company would be $.64 per share of Common Stock.
This amount represents an immediate dilution (the difference between the
attributed price per share of Common Stock to purchasers in the Company's
offering and the net tangible book value per share of Common Stock as of
December 31, 1996), of approximately $4.36 per share of Common Stock, or
approximately 87.2% to new investors and an immediate increase (the difference
between the net tangible book value per share of Common Stock as of December 31,
1996 and the net tangible book value per share of Common Stock as of December
31, 1996 after giving effect to the issuance of 1,035,000 shares of Common Stock
and related warrants) of $1.22 per share of Common Stock, or approximately
310.3% to the Company's stockholders. Such increase to the Company's current
stockholders is solely attributable to the cash price paid by purchasers of the
Securities offered hereby.

The following table illustrates the per share dilution as of December
31, 1996:

Public offering price per share(1)............................................................................... $5.00
Net tangible book value per share before giving effect to the Company's $(.58
offering(2)................................................................................................ )
Increase per share attributable to the net proceeds of the sale of
1,035,000 shares of Common Stock and related warrants offered by the
Company.................................................................................................... $1.22
Net tangible book value per share as of December 31, 1996 reflecting the
Company's Offering(3)...................................................................................... $.64
Dilution per share to purchasers in the Company's offering.................................................... $4.36

</TABLE>

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

(1)Attributes $5.00 of the public offering price to the shares of Common Stock
and none to the Redeemable Warrants. Represents the public offering price before
deduction of estimated expenses of the Company's offering, Underwriting
Discounts and Commissions. (2)Includes the conversion of $30,000 of Convertible
Notes into 15,000 shares of Common Stock upon the consummation of this Offering.

(3)Includes the exercise of: the Over-Allotment Option, but not (a) the exercise
of the Redeemable Warrants included therein or (b) the exercise of the
Underwriters Purchase Option (or exercise of the Redeemable Warrants included
therein). See "Capitalization," "Underwriting," "Certain Transactions" and
"Description of Securities."

<PAGE>

The following table sets forth, as of December 31, 1996 a comparison of
the number of shares of Common Stock acquired by current stockholders from the
Company, the total consideration paid for such shares of Common Stock and the
average price per share paid by current stockholders of Common Stock and to be
paid by the prospective purchasers of the shares of Common Stock offered for
sale by the Company (based upon the public offering price of $5.00 per share of
Common Stock, before deducting Underwriting Discounts and Commissions and
estimated offering expenses).

Average Price
Number Percent Amount Percent Per Share
Common Stock Acquired Total Consideration

Current Stockholders.................................... 3,295,594 76.1% $618,600 10.7% $.19
$5,175,00
New Investors(1)(2)..................................... 1,035,000 23.9% 0 89.3% $5.00(3)

-------------- ----------- --------------- -----------
Total(2)(3)(4)............................... 4,330,594 100% $5,793,60 100%

</TABLE>

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

(1)Including the 135,000 shares of Common Stock being issued by reason of the
Underwriter's exercise of the Over-Allotment Option, but not the exercise of the
Redeemable Warrants included therein. See "Underwriting." (2)Assumes no exercise
of the Underwriter's Purchase Option (or exercise of the Redeemable Warrants
included therein). See "Capitalization," "Management's Discussion and Analysis
of Financial Conditions and Results of Operations," "Underwriting," and
"Description of Securities." (3)Aggregate offering price before deduction of
offering expenses, Underwriting Discounts and Commissions. (4)Includes 15,000
shares of Common Stock issuable upon the conversion of the Convertible Notes.

DIVIDEND POLICY

The Company has never paid and does not anticipate paying any dividends on its
Common Stock in the foreseeable future. The Company currently intends to retain
all working capital and earnings, if any, for use in the Company's business
operations and in the expansion of its business. See "Description of
Securities-Common Stock."

<PAGE>

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

Overview

The principal business activity of the Company is developing a
computerized limousine reservation and payment system for the business traveler.
The Company anticipates that the proprietary software that is being developed
will enable limousine reservations to be completely computerized, i.e., be
entirely automated and operate without human intervention except for initial
inputing of travel information.

The Company, a New Jersey corporation, was organized on April 25, 1986,
under the name of JECO2 Lasers, Inc. and changed its name to Robotic Lasers,
Inc. on December 22, 1987. On August 11, 1995, Robotic Lasers acquired Travel
Link (a development-stage enterprise) which was incorporated in New Jersey on
March 7, 1994. For accounting purposes, the share exchange transaction and
combination of Travel Link with the Company has been treated as a reverse
acquisition. The previous historical financial statements of Travel Link (since
its information in March 1994) are now reported as the historical consolidated
financial statements of the Company and its subsidiary. Since August 11, 1995,
the Company's business and operations have consisted solely of the business and
operations of Travel Link, which continues to operate as a wholly-owned
subsidiary of the Company. The Company changed its name from Robotic Lasers,
Inc. to Genisys Reservation Systems, Inc. on July 16, 1996.

The Company changed its fiscal year end from August 31 to December 31,
effective December 31, 1995.

Development of the Company's Systems

The development of the software program and the database for the
Genisys reservation system ("Genisys Reservation System") has been completed.
All the hardware elements of the Genisys computer system have been purchased and
integrated and the completed system is up and operating. The Worldspan "script"
computer software interface, which allows the Genisys Reservation System to
operate over the Worldspan CRS, has been completed. The completed Genisys
Reservation System and data base operating through the Worldspan CRS has been
"beta" tested with a major entertainment company and its travel agency in
Atlanta and with a limousine service provider in Los Angeles. Actual
reservations were booked, confirmed and limousine services were provided. At
that time, Worldspan could have been brought on-line but the management of the
Company decided to wait until the payment system and the Sabre system could be
brought on-line at the same time.

The Sabre "script" computer software interface has also been completed
and is now undergoing preliminary or "alpha" testing, which the Company expects
to be completed shortly. The Company began "beta" testing the Sabre system in
February 1997.

The hardware and software development of the Genisys payment system
("Genisys Payment System") has been completed and is currently undergoing
"alpha" testing in conjunction with the Sabre system. The Genisys Payment System
will be "beta" tested along with and integrated into the Sabre system. Upon
completion of the testing of the Sabre reservation/payment system, the Worldspan
system will be given a second "beta" test with the Genisys Payment System
integrated within its system, as well. Upon completion of the Worldspan
reservation/payment system "beta" test, both the Sabre and Worldspan systems
will be brought on-line. Management expects this to occur in mid 1997.

The "script" software program for Apollo is currently being developed
and should be ready for "alpha" testing in mid 1997. Since by that time both the
Genisys Reservation and Payment Systems will be operating through the Sabre and
Worldspan CRS', management expects that "beta" testing of the Apollo system can
be completed during the second half of 1997 and the Apollo system brought
on-line in late 1997.

<PAGE>

Components of Revenues and Expenses

Revenue. The Company is a development-stage company and has generated
no revenues and had no commercial operations to date. The Company did not
generate any revenues from operations during the fiscal year ended December 31,
1996. The Company does expect to bring its Genisys Reservation and Payment
Systems on-line through two of the four main airline CRS' in existence (Sabre
and Worldspan) in mid 1997, at which time the Company expects to generate
revenues. The Company anticipates completing development of and bringing a third
airline CRS, Apollo, on-line in late 1997, which it expects to increase
revenues.

The Company anticipates that its computerized limousine reservation and
payment system will generate revenues from the following sources: (i) a booking
fee charged for use of the Genisys Reservation System and billed through the
Genisys Payment System, (ii) a processing fee generated by charges processed
through the Genisys Payment System, (iii) an annual software licensing fee
charged to limousine service providers who utilize the Genisys Reservation and
Payment Systems.

Expenses. Cost of service will include all costs directly attributable
to the Company's provision of services to its corporate clients and the
limousine service providers. The most significant component of cost of service
is the booking fee charged by the CRS for reservations made by the Genisys
systems utilizing the CRS. Booking fees are a set amount charged by each CRS for
transactions posted through the system. Cost of service also includes the access
and file fees charged by a commercial bank acting as the Company's Automated
Clearing House in distributing payments made to limousine service providers
through the Genisys Payment System.

General and administration expenses include salaries, commissions and
benefits, travel costs, professional fees, rent, telephone and other operating
costs of the Company. The Company has not capitalized any internal expenditures
with respect to the costs of developing and implementing the Genisys Reservation
and Payment Systems.

Results of Operations

The Company is in the development stage and has not yet generated any
revenues and has had no commercial operations to date. The Company has been
unprofitable since inception and expects to incur additional operating losses
over the next several fiscal quarters. The Company does not expect to generate
any revenues from operations until mid 1997. As reflected in the accompanying
financial statements, the Company has incurred losses totaling $1,645,003 since
inception and at December 31, 1996, had a working capital deficit of $600,043.

Selling, general and administrative expenses were $819,205 for the year
ended December 31, 1996 as compared to $256,621 for the year ended August 31,
1995. The primary reason for the difference between the two periods is the
commencement of operations during the earlier period when the Company had only 4
part-time employees for approximately half the period, while during the latter
period the Company was operational with 5 full-time employees. Payroll and
payroll-related costs increased approximately $229,000 during 1996. Other
approximate cost increases during the 1996 period consist of consulting fees
($54,000), travel costs ($23,000), marketing costs ($16,000), other
administrative costs ($83,000) and professional fees ($136,000). Professional
and consulting fees for the year ended December 31, 1996 totaled $237,000. Such
amount consisted of attorney's fees of $84,000, accounting fees of $42,000,
accrued consulting fees of $36,000 payable to Loeb Partners, $48,000 payable to
John H. Wasko (accrued prior to his becoming an employee of the Company),
$16,000 in consulting fees payable to Mark A. Kenny and miscellaneous fees of
$11,000. Loeb Partners, Mr. Kenny and Mr. Wasko are affiliates of the Company.

Liquidity and Capital Resources

<PAGE>

The Company's funds have principally been provided from Loeb Holding
Corporation, as escrow agent ("Loeb") for Warren D. Bagatelle, HSB Capital,
trusts for the benefit of families of two principals of Loeb Holding Corporation
and three unaffiliated individuals, LTI Ventures Leasing Corporation and a
private offering, as described below.

In February, 1995, Loeb agreed to loan the Company up to a maximum of
$500,000 as evidenced by Convertible Notes. In addition, pursuant to five
interim loan agreements, Loeb loaned the Company an additional $250,000 from
December 1995 thru March 1996. In November and December 1996, Loeb Holding
Corporation loaned the Company $210,000 evidenced by a series of eighteen-month
term Promissory Notes bearing interest at the annual rate of 10%. Total loan
proceeds from Loeb and Loeb Holding Corporation to date are $960,000.

In September 1995, January 1996 and December 1996, the Company entered
into sale and lease-back arrangements with LTI Ventures Leasing Corp. ("LTI")
whereby the Company sold the bulk of its computer hardware and commercially
purchased software to LTI. In consideration for the sales, the Company received
a total of $295,000 and agreed to lease back the hardware and software for
varying terms at a monthly rental totaling $11,960.

During the quarter ended March 31, 1996, the Company sold 5,000 shares
of the Company's restricted Common Stock to a former officer and director of the
Company for $10,000. During the same period, the Company also sold 25,000 shares
of the Company's restricted Common Stock to an unaffiliated party for $50,000.

Pursuant to a private offering, the Company issued 11.5 units to
sixteen unaffiliated third parties in May and June 1996. The Underwriter acted
as placement agent for the private placement. Each $50,000 unit consists of a
$49,000 promissory note and a Class A Redeemable Warrant valued at $1,000 per
unit. Each warrant entitles the holder to purchase 25,000 shares of the
Company's common stock at $5.75 per share. The proceeds from this offering
totaled $575,000 and the Company issued Class A Redeemable Warrants to purchase
287,500 shares of Common Stock.

In April and June 1996, the Company borrowed a total of $30,000 from
two unaffiliated third parties pursuant to two convertible notes. The maturity
date is the earlier of January 1, 1998, or the consummation of a public offering
of the Company's Common Stock. These notes bear interest at a rate of 7% per
annum, payable on the last day of each calendar quarter of each year, commencing
March 31, 1997, to the maturity date. If the maturity date of these notes shall
occur prior to January 1, 1998, in lieu of the $30,000 payment of the principal
amount due, the principal amount due shall be converted into 15,000 fully paid
and non-assessable shares of Common Stock of the Company.

In November, 1996, the Company sold 25,000 shares of the Company's
restricted Common Stock to an unaffiliated party for $50,000.

At December 31, 1996, the Company had cash of $91,548 and a working
capital deficit of $600,043. The Company intends to fund its operations and
other capital needs for the next twelve (12) months from the date of this
offering substantially from revenues generated by the Company's planned
operations and the proceeds of this offering, but there can be no assurance that
such funds will be sufficient for these purposes. There can be no assurance that
such financing will be available, or that it will be available on acceptable
terms. See "Use of Proceeds."

During the quarters ended September 30, 1996 and December 31, 1996,
Joseph Cutrona, President of the Company made capital contributions to the
Company in the amounts of $41,700 and $35,000 respectively. In February, 1997,
Mr. Cutrona made additional capital contributions totaling $15,700.

In February and March, 1997, the Company borrowed a total of $45,000
from two unaffiliated third parties pursuant to two eighteen (18) month
Promissory Notes bearing interest at 10% per annum payable at maturity. These
notes are secured by 11,250 shares of

<PAGE>

the Company's restricted Common Stock owned by Joseph Cutrona and 11,250 shares
owned by Mark A. Kenny.

<PAGE>

BUSINESS

History

The Company was incorporated in New Jersey in April 1986 as a
wholly-owned subsidiary of JEC Lasers, Inc. ("JEC") to continue the research and
development of an ultra-compact, multi-kilowatt CO2 laser begun under an
agreement with Loughborough Consultants Ltd ("LCL"), which is affiliated with
Loughborough University of Technology, Loughborough, Leicestershire, England.

Due to the uncertain financial condition of JEC and, in order to
preserve the CO2 laser technology which management felt may have had some value,
the Board of Directors of JEC voted on May 30, 1986, to spin-off the Company
into an independent, publicly-owned corporation by issuing a stock dividend of
one share of the Company's Common Stock for every four shares of JEC common
stock outstanding to all shareholders of record as of July 8, 1986. On September
23, 1988, the shares were registered for resale under the Securities Act of
1933, as amended. On June 25, 1986, the Company and JEC signed a Purchase
Agreement whereby the Company acquired all of the assets, rights and properties
relating to JEC's CO2 laser research and development agreement with LCL, subject
to certain liabilities.

On March 3, 1995, the Company sold all of the assets, rights and
properties relating to the CO2 laser research and development agreement with
LCL, subject to certain liabilities, to JEC for $345,593 which generated a
profit of approximately $246,000.

On August 11, 1995, the Company acquired Travel Link (a
development-stage enterprise) which was incorporated on March 7, 1994, by
issuing 1,682,924 shares of restricted New Common Stock of the Company (after
the July 16, 1996 one-for-two reverse split. See Notes 1 and 3 to December 31,
1995 financial statements) in exchange for 200 shares of the common stock of
Travel Link, which represented all of the authorized, issued and outstanding
shares of common stock of Travel Link.

Since August 11, 1995, the Company's business and operations have
consisted solely of the business and operations of Travel Link which continues
to operate as a wholly-owned subsidiary of the Company.

General

The principal business activity of the Company is developing a
computerized limousine reservation and payment system for the business traveler.
The management of the Company anticipates that the proprietary software that is
being developed will enable limousine reservations to be completely
computerized, i.e., be entirely automatic and operate without human intervention
except for initial inputing of travel information.

At the present time, there are four major airline computer reservations
systems in operation in the United States-"Sabre", "Worldspan", "Apollo" and
"System One" (each such system referred to hereinafter as a "CRS"). Each CRS
allows a travel agency or corporate travel department to make an airline
reservation and receive instantaneously a confirmation and a printed airline
ticket on any airline. It is also possible to make a hotel reservation with any
of the major hotel chains through any CRS and receive an instantaneous
confirmation of room availability. Additionally, a travel agent or corporate
travel manager may make an automobile reservation with any of the major car
rental companies (Hertz, Avis and the like) through any CRS and receive an
immediate confirmation of the car rental reservation.

When it comes to limousine reservations, however, there is at present
no method for making a reservation through one of the four CRS' and receiving an
immediate guaranteed confirmation. The usual method of making a limousine
reservation in a destination city is to call a limousine company, if the
corporate travel department or travel agent knows of one. This use of the
telephone, with its attendant inconveniences such as "telephone tag"

<PAGE>

and missed communications, can make securing a confirmed limousine reservation
inconvenient.

In today's cost-conscious business world, corporations must explore
every possible way to cut costs and save time. With the current CRS', there is
no quick, direct, and efficent way to reserve limousine service. Today
reservations are still being booked, changed, canceled and reconfirmed largely
by telephone and telefax.

Computerized Limousine Reservation and Payment System

The Company proposes to work with travel agents and corporate travel
departments by providing a computerized system for securing limousine
reservations.

A typical reservation with the Company's proposed system may be
demonstrated as follows:

Assume that a corporate executive wishes to travel from Newark, New
Jersey to Phoenix, Arizona. The executive will contact the travel manager/agent
with his (or her) travel plans. The travel manager/agent will then determine
which airline flies between Newark and Phoenix on the date and at the time when
the executive wishes to travel.

The travel manager/agent will then go to the airline reservation
computer to enter the information necessary to book the reservation. The
information originated by the travel manager/agent will be transmitted to one or
more CRS' mainframe computers and, in turn, will be relayed to the mainframe
computer of the selected airline. The airline's computer will ascertain seat
availability and it will transmit a reservation back to the CRS' mainframe
computer. The CRS will then retransmit the information to the travel
manager/agent and a ticket will be issued.

If the corporate executive also decides that he wishes to stay at a
particular hotel while in Phoenix, this reservation, too, may be made through
the CRS. The travel manager/agent inputs the data already in the computer
pertaining to the airline reservation, and adds the data necessary to secure a
hotel reservation. The information is transmitted to the CRS' mainframe
computer, and it is then relayed to the hotel's mainframe. The latter computer
searches to ascertain room availability and relays a confirmed reservation to
the CRS. The CRS then transmits the information to the travel manager/agent and
a confirmed reservation slip is printed.

Finally, the corporate executive advises his travel manager/agent to
obtain four limousine reservations: (a) from home to Newark Airport; (b) from
Phoenix Airport to the hotel; (c) from the hotel to the Phoenix Airport at the
end of the trip; and (d) from Newark Airport to the executive's home. The travel
manager/agent, however, cannot presently effect these reservations through the
CRS or any of the other reservation systems and receive an immediate, error-free
confirmed limousine reservation.

Instead, the travel manager/agent must use the telephone or telefax.
While a corporate travel manager/agent based in Newark will undoubtedly know of
a limousine company in the Newark area to call, he may not know of any in the
Phoenix area. Confirmed reservations cannot be made quickly or efficiently.

The Company's system proposes to remedy this dilemma. The Company
proposes to create its own computerized system which will be linked with one or
more CRS'. Any limousine reservations made through any CRS will be relayed
instantaneously to the Company's computer and then to a service provider of the
clients choice-all without human intervention-and an immediate limousine
reservation will be confirmed. In the event that the client has no relationship
with a service provider or has no preference, they will be able to access a
national network service provider through the Genisys Reservation System. The
Company is in the process of arranging access to such national network services.

The Company's Computer System Defined

<PAGE>

The Company's computer system would be made up of two main systems, the
Genisys Reservation System, and the Genisys Payment System. The Genisys
Reservation System would be a fully automated computer system that allows travel
agents to make limousine bookings directly through any CRS, much like hotel or
car bookings. The Genisys Payment System is an automated electronic payment and
reporting system which will process and reconcile all purchases made through the
Genisys Reservation System. The Genysis Payment System is not yet operational.
All hardware required for development and commercial operation of the Genisys
Reservation and Payment Systems has been purchased, and are off-the-shelf
components not manufactured by the Company.

An Overview of the Genisys Reservation System

There are three main "components" that play a role in the delivery of a
limousine reservation; the CRS, the Genisys database and the Genisys computer
terminals which must be purchased by the limousine service provider. The
Company's computer software will integrate these three components into a fully
functional, automated reservation delivery system.

CRS Interface Development

There are four main airline CRS' in existence today in the U.S, Sabre,
Worldspan, Apollo, and System One. These CRS' are the primary technology tool
utilized by travel managers/agents to make airline, hotel and car rental
reservations. The Company has contracts with Sabre, Worldspan and Apollo which
enabled the Company to develop an interface that will allow travel
managers/agents to make limousine reservations through the Genisys Reservation
System.

The Company has completed and tested the Genisys Reservation System's
Worldspan interface, and will soon complete the Sabre interface. The Company
anticipates bringing Worldspan and Sabre on-line in mid 1997. Apollo will be the
third CRS brought on-line, and the Company anticipates completing development
and bringing Apollo on-line in late 1997.

The Company has contracts in place with Sabre, Apollo, and Worldspan.
Each contract requires the Company to pay a fee for each "booking" processed by
the CRS. A "booking" is broadly defined as a reservation that has not been
canceled prior to its effective date-in essence, a reservation where service is
performed. The "booking" fee charged to the Company varies by CRS and is
activity driven (no booking, no charge). Additionally, there are minimum charges
in each of the CRS agreements: Sabre-$2,000 / mo.; Apollo-$1,000 / mo.;
Worldspan-$350 / mo. These minimum payments will only apply if actual booking
fees do not exceed monthly minimum.

Development of the Company's Systems

The development of the software program and the database for the
Genisys Reservation System has been completed. All the necessary hardware
elements have been purchased and integrated and the completed system is up and
operating. The Worldspan "script" computer software interface which allows the
Genisys Reservation System to operate over the Worldspan CRS has been completed.
The completed Genisys Reservation System and data base operating through the
Worldspan CRS, has been "beta" tested with a major entertainment company and its
travel agency in Atlanta and with a limousine service provider in Los Angeles.
Actual reservations were booked, confirmed and limousine services were provided.
At that time, Worldspan could have been brought on-line but the management of
the Company decided to wait until the payment system and the Sabre system could
be brought on-line at the same time.

<PAGE>

The hardware and software development of the Genisys Payment System has
been completed and is currently undergoing "alpha" testing in conjunction with
the Sabre system. The payment system will be "beta" tested along with and
integrated into the Sabre system. Upon completion of the testing of the Sabre
reservation/payment system, the Worldspan system will be given a second "beta"
test with the Genisys Payment System integrated within its system as well. Upon
completion of the Worldspan reservation/payment system "beta" test, both the
Sabre and Worldspan systems will be brought on-line.
Management reasonably expects this to occur in mid 1997.

The Apollo "script" computer software interface program is currently
being developed and should be ready for "alpha" testing in mid 1997. Management
currently anticipates that the Genisys Reservation and Payment Systems will be
operating through the Sabre and Worldspan CRS' by mid 1997, that "beta" testing
of the Apollo system can also be completed in the second half of 1997 and that
the Apollo system can be brought on-line in late 1997.

Genisys Database and Genisys Terminal Development

The Genisys Reservation System database was designed using relational
database technology which supports MPP (Massively Parallel Processing), a
technology that allows for much greater transaction processing throughput
through the use of additional low cost processors. The system, as currently
implemented, keeps a second server synchronized with the first to continue
operations in case of a server failure. The Company has developed custom
software applications to interact with the airline CRS' (Apollo, Sabre and
Worldspan), the remote Genisys terminal ("Genisys Terminal") which will be
located at all limousine service provider locations, and the Genisys Payment
System.

The Genisys Terminal is a Windows(TM) 3.1, 3.11 and Windows 95(TM)
compliant application, which has been built using technology purchased from a
leader in remote client/server communications. This technology is already in use
on more than 750,000 remote clients. Delivery of reservations and payment
information as well as the retrieval of completed trip information and their
associated costs are handled by clustered communications servers capable of
supporting over 5,000 Genisys Terminals in their current configuration. The
Genisys Terminal provides an easy to-use desktop with security for use by the
limousine service provider. Communications sessions with the limousine service
provider will always be initiated by the remote communications servers and
therefore will be transparent to the service provider. Communication sessions
will be supported via dedicated dial-up phone lines through the public switched
network to ensure availability. The limousine service provider will be
responsible for purchasing or leasing the Genisys Terminal. The Company
estimates the purchase price of the Genisys Terminal to be approximately $2,000.
The Company's database and terminal software will be provided in accordance with
licensing agreements entered into with the limousine service providers.

An Overview of the Genisys Payment System

Currently under development, the Genisys Payment System will provide an
important addition to the Company's product package by performing two key
functions:

1. The Genisys Payment System will process all booking fees charged by
the Company for use of the Genisys Reservation System. This automated collection
of booking fees will eliminate billing and reduce accounts receivable for the
Company.

2. The Genisys Payment System will process payments for all ground
transportation purchases made through the Genisys Reservation System. This
functionality will allow the Company to become the "master merchant" for all
limousine purchases made through its Genisys Reservation System. By becoming the
"master merchant", the Company expects to create additional interest revenue and
processing fee revenue on the total dollar volume processed through the Genisys
Reservation and Payment Systems.

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

<PAGE>

"Windows" and "Windows 95" are trademarks of Microsoft Corporation.

<PAGE>

Revenue Sources

The Company anticipates generating revenue from the following sources:

1. Booking Fee

The Company will charge a booking fee for the use of the Genisys
Reservation System. Booking fees will be processed daily through the Genisys
Payment System and will either be charged to the Company's corporate customer
via a centrally billed credit card account or deducted from the amount wired to
the limousine service providers bank account in settlement of the services
provided.

2. Processing Fee

The Company will charge service providers a processing fee for
limousine service transactions processed through the Genisys Payment System.
This processing fee will take the place of the merchant fee currently charged to
service providers by the credit card companies with whom they do business. By
processing payments for all ground transportation services paid through the
system, the Company becomes the "master merchant". The Company has secured
discounted merchant fees rates from the credit card companies and will set its
processing fee at a rate that is comparable to what limousine service providers
are currently paying in merchant fees. The difference between the Company's cost
and the processing fee rate it charges is referred to as processing fee revenue.

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 be companies which have substantially
greater research, development, marketing and financial resources than the
Company. Moreover customers seeking limousine service will be able to reserve
such service through existing methods such as direct contact with service
providers which may compete with the Company.

Employees

The Company presently employs 5 full-time employees; 2 executive
officers, 2 marketing executives, and 1 office administrator. None of these
employees is covered by a collective bargaining agreement. The Company utilizes
several software and marketing consultants on a part-time basis and 1 full time
ground transportation industry consultant. The Company believes its personnel
relations to be satisfactory.

Properties

The Company presently leases approximately 1,500 square feet of office
space at 2401 Morris Avenue, Union, NJ 07083. The five-year lease expires in
November, 2000 and provides for a monthly rental of $2,125.00. This property has
been leased from unaffiliated third parties and adaquately satisifies the
present needs of the Company. The Company anticipates that it will need
approximately 3,500 square feet in additional space in early 1997.

A portion of the additional space (approximately 1,500 square feet)
will be used to house the computer hardware system which runs the Company's
Reservation and Payment Systems software programs. The balance of the space will
be used for additional corporate and sales offices. The Company requires no
manufacturing facilities since it has no present plans to manufacture any
hardware items. All hardware related to the Company's software product is
purchased commercially.

Government Regulation and Licensing

<PAGE>

There are no special regulations which impact upon the Company other
than the usual statutes and regulations which govern businesses in general.

Litigation

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 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 an
officer of Travel Link. Management cannot currently quantify either the dollar
amount or the number of shares of Common Stock that the plaintiffs are seeking
as damages because the complaint does not indicate for which of the Company's
financings plaintiffs believe they are entitled to a commission. Management
believes that the plaintiffs have not introduced any financings to the Company
and intends to vigorously defend the action.

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 for services he was to have provided at the inception of Travel
Link. The Company believes that Mr. Pollan never provided such services; Mr.
Pollan has informed the Company, however, that he will contest any attempt to
cancel his shares.

<PAGE>

MANAGEMENT

Directors and Officers

The following table sets forth certain information with respect to each
of the Company's directors and executive officers.

Name Age Position

Joseph Cutrona.............................. 59 President and Director
John H. Wasko................................ 58 Chief Financial Officer,
Secretary,
Treasurer and Director
Mark A. Kenny........................... 44 Director
Warren D. Bagatelle...................... . 58 Chairman and Director

The Company's Executive Committee is empowered to exercise the full
authority of the Board of Directors in circumstances when convening the full
Board is not practicable. Messrs. Warren D. Bagatelle, John H. Wasko, and Joseph
Cutrona currently serve as members. All officers of the Company other than Mr.
Bagatelle devote their full time to the Company's business.

Upon the consummation of this offering, the Company's Board of
Directors will appoint two independent directors who will comprise the
Compensation Committee and the Audit Committee. The Compensation Committee will
be responsible for establishing executive salaries, bonuses and other
compensation and administering any stock option and other employee benefit plans
of the Company. The Audit Committee will recommend the annual appointment of the
Company's auditors, with whom the Audit Committee will review the scope of audit
and non-audit assignments and related fees, accounting principles used by the
Company in financial reporting, internal auditing procedures and the adequacy of
the Company's internal auditing and control procedures.

Joseph Cutrona has served the Company as President and as a Director
since August 1995, and has served as President and as a Director of Travel Link
since its inception on March 11, 1994. From 1992 to 1995, Mr. Cutrona was
engaged as a marketing consultant of Country Club Transportation Services,
Newark, New Jersey, a company providing limousine services. From 1990 to 1992,
he served as Marketing Director of Gem Limousine, Edison, New Jersey, a provider
of limousine services. From 1978 to 1990, Mr. Cutrona provided limousine
consulting services to large corporations in the tri-state area. Mr. Cutrona
graduated from Fairleigh Dickinson University, The University of Maryland and
Sophia University, Osaka Japan.

John H. Wasko has served the Company as a Director since August 1995,
as Secretary since September 1995, and as Treasurer and Chief Financial Officer
since April 1996. Mr. Wasko has also served the Company as President and
Chairman of the Board since its inception to August, 1995, and as Treasurer from
April 1986 to September 1987 and from May 1988 to August 1995. Mr. Wasko has
also served as Chairman of the Board, President and Director of JEC since it was
organized in September 1977. He was awarded a bachelor of science degree in
physics in 1963 and a master of science degree in physics (summa cum laude) in
1965 from Fairleigh Dickinson University.

Mark A. Kenny, currently a consultant to the Company, served as the
Company's Executive Vice President from August 1995 to October 1996 and as a
Director since August 1995. He has also served as Executive Vice President of
Travel Link from inception, March 11, 1994 to October 1996 and as a Director
since inception. From 1974 to November, 1996 he was a partner of Country Club
Transportation Services, a provider of limousine services, which he co-founded
in 1974. Mr. Kenny is one of the original members of the New Jersey Business
Travel Association and attended Seton Hall Preparatory School and Seton Hall
University. He is also a member of the Association of Corporate Travel
Executives and a charter member of the New Jersey Limousine Association.

<PAGE>

Warren D. Bagatelle has been a director of the Company since August,
1995 and Chairman of the Board of Directors of the Company since December, 1996.
Since 1988 he has been a Managing Director at Loeb Partners Corporation, a New
York City investment banking firm and member of the New York and American Stock
Exchanges. Mr. Bagatelle is also a director of Energy Research Corporation, a
company engaged in the development and commercialization of electrical storage
and power generation equipment, principally fuel cells and rechargeable storage
batteries. From 1981 to 1987, he was head of Corporate Finance and Chairman of
Josephthal, Lyon & Ross Incorporated (formerly Rosenkrantz, Lyon & Ross, Inc.)
an investment banking firm. Mr. Bagatelle has a B.A. in economics from Union
College and an M.B.A from Rutgers University.

Executive Compensation

The following tabulation shows the total compensation paid by the
Company for services in all capacities during the years ended December 31, 1996
and 1995 and August 31, 1995 to the Officers of the Company and total
compensation for all Officers as a group for such period:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Name and Annual Compensation Bonus Other Annual Restricted Options All other
-----
Principal Year Salary($) Compensation Stock SARs LTIP Compensation($)
- - --------- ---- --------- ---- ---------------
Position(1) ($) Awards($) Payouts(#)
- - ----------- --- --------- ----------
Awards Payouts
Long-Term Compensation

Joseph 1996 $73,500.00 $0 $5,000 0 0 0 0
Cutrona........
President 1995 $45,000.00 $0 $3,840 0 0 0 0
1995 $28,000.00 $0 $ 3,840 0 0 0 0

Mark A. 1996 $42,000.00 $0 $16,250 0 0 0 0
Kenny..........
1995 $44,795.00 $0 $3,840 0 0 0 0
1995 $28,000.00 $0 $ 3,840 0 0 0 0

John H. 1996 $10,000.00 $0 $48,000 0 0 0 0
Wasko.......... $0
Chief 1995 $0 $0 $2,500 0 0 0 0
Financial 1995 $0 $ 2,500 0 0 0 0
Officer,
Secretary
and
Treasurer

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

(1)See below "Employment/Consulting Agreements," for a description of the
Company's employment agreements with Mr. Cutrona and Mr. Wasko.

Employment/Consulting Agreements.

The Company entered into an Employment Agreement with Joseph Cutrona on
September 5, 1995 which agreement was revised on October 17, 1996 for an
indefinite period of time, providing an annual salary of $75,000 for the period
from October 17, 1996 through December 31, 1996, and $100,000 thereafter until
modified by the Company. Mr. Cutrona is entitled to incentive bonuses in cash
and stock. Any incentive bonus paid to Mr. Cutrona shall be within the sole
discretion of the Board of Directors of the Company. The Company

<PAGE>

intends to obtain key-man life insurance on the life of Mr. Cutrona in the
amount of $1,000,000.

The Company entered into an Employment Agreement on October 17, 1996
with John H. Wasko for an indefinite period of time, providing an annual salary
of $50,000 for the period from October 17, 1996 through December 31, 1996, and
$80,000 thereafter until modified by the Company. Mr. Wasko is entitled to
incentive bonuses in cash and stock in each year that the Company has net
profits in amounts to be determined by the Company. Any incentive bonus paid to
Mr. Wasko shall be within the sole discretion of the Board of Directors of the
Company.

The Company entered into a Consulting Agreement on October 18, 1996
with Mark A. Kenny for an indefinite period of time, providing a monthly fee of
$6,500.00 during the period from October 18, 1996 through and including February
28, 1997, and a monthly fee of $8,400.00 thereafter, in each case payable in
arrears on the last day of each month during the term of the Consulting
Agreement. Mr. Kenny is entitled to incentive bonuses in cash and stock. Any
incentive bonuses paid to Mr. Kenny shall be within the sole discretion of the
Board of Directors of the Company.

All officers other than Mr. Warren D. Bagatelle are full-time
employees of the Company.

CERTAIN TRANSACTIONS

In August 1994 Joseph Cutrona and Mark A. Kenny each received a total
of 666,433 shares of Common Stock for services to be provided to the Company.

During February 1995, the Company issued 45,765 shares of its Common
Stock in repayment of certain liabilities totaling $251,702. Those liabilities
include notes payable to Saddle Brook Investors of $149,633, note payable plus
accrued interest to an officer and Director of $34,273 and certain accounts
payable of $67,796.

In February 1995, Loeb Holding Corporation, as escrow agent ("Loeb"),
for Warren D. Bagatelle, HSB Capital, trusts for the benefit of families of two
principals of Loeb Holding Corporation and three unaffiliated individuals,
agreed to loan the Company $500,000 evidenced by a series of Convertible
Promissory Notes. In September, 1995, Loeb converted the Convertible Promissory
Notes into 841,455 common shares of the Company and two Term Promissory Notes,
one in the principal amount of $475,000 and the other in the principal amount of
$25,000.

The principal amount of the $475,000 Term Promissory Note is to be
repaid in twelve equal quarterly payments commencing two (2) years from the date
thereof. Prepayments may be made at any time without penalty. Interest is
accrued at a rate of 9% per annum and interest payments are to made quarterly at
the end of each calendar quarter, or at such earlier date that the Term
Promissory Note becomes due and payable as a result of acceleration, prepayment
or as otherwise provided therein. Interest began to run from the date that the
monies were advanced to the Company.

The Term Promissory Note in the amount of $25,000 and an additional
Note in the amount of $12,500 issued in December 1995 (discussed below) have
been modified. Such Notes provide for accrued interest at the rate of 9% per
annum payable quarterly commencing September 1997 and unless previously
converted the principal amount of each note is to be repaid in twelve equal
quarterly installments, commencing April 1, 1998, or on such earlier date as
such notes provide. The notes are convertible at the sole option of the holder
into an aggregate of 400,000 common shares of the Company.

During March 1995, John H. Wasko, then President of the Company, upon
exercise of his own option, acquired 70,520 shares of the Common Stock of the
Company at an exercise price of $0.02145 per share.

<PAGE>

On March 3, 1995, the Company and JEC signed a purchase agreement
whereby JEC acquired all of the assets, rights and properties relating to the
Company's CO laser research and development agreement with LCL, subject to
certain liabilities, in full consideration for the forgiveness of the
indebtedness of the Company to JEC in the amount of $345,593 owed as of February
28, 1995.

On August 11, 1995, Robotic Lasers acquired Travel Link by issuing
1,682,924 shares of restricted new Common Stock of the Company in exchange for
the shares of the common stock of Travel Link owned by Joseph Cutrona, Mark A.
Kenny and Steven E. Pollan, which represented all the issued and outstanding
shares of common stock of Travel Link.

In August 1995 the Company granted Mr. Wasko a five-year option to
purchase 25,000 shares of Common Stock at a price of $0.60 per share and in
November 1996 granted Mr. Wasko a five-year option to purchase 35,000 shares of
Common Stock at a price of $2.00 per share.

On September 5, 1995 the Company entered into a three year consulting
and investment banking agreement with Loeb Partners Corporation. Under the terms
of the agreement the Company pays Loeb Partners Corporation $3,000 per month.
Loeb Partners Corporation will also receive a fee for arranging private
financing and acquisitions. Mr. Warren D. Bagatelle, a Director and Chairman of
the Company, is a Managing Director of Loeb Partners Corporation.

During December 1995, Loeb agreed to loan the Company $250,000
evidenced by a series of Convertible Promissory Notes ("Convertible Promissory
Notes"). In November 1996, Loeb converted the Convertible Promissory Notes into
(i) two Term Promissory Notes, one in the principal amount of $237,500 and the
other in the principal amount of $12,500 issued in December 1995 and discussed
below and (ii) 420,728 shares of Common Stock of the Company, of which 420,000
shares of Common Stock are owned by four unaffiliated parties. Loeb Holding
Corporation did not receive any shares of Common Stock in this transaction.

The principal amount of the $237,500 Term Promissory Note is to be
repaid in twelve equal quarterly payments commencing two (2) years from the date
thereof. Prepayments may be made at any time without penalty. Interest is
accrued at a rate of 9% per annum and interest payments are to be made quarterly
at the end of each calendar quarter, or at such earlier date that the Term
Promissory Note becomes due and payable as a result of acceleration, prepayment
or as otherwise provided therein. Interest began to run from the date that the
monies were advanced to the Company.

In August 1996, the Company gave notice to Mr. Pollan that it was
cancelling the 333,216 shares of Common Stock which had been issued to him for
services to be provided to the Company. The reason for such cancellation related
to various claims made by the Company against Mr. Pollan that he failed to
provide services to the Company. Mr. Pollan has informed the Company that he
intends to legally contest any attempt by the Company to cancel his shares.

During the quarters ended September 30, 1996 and December 31, 1996, in
order to raise additional working capital for the Company, Joseph Cutrona,
President of the Company, sold a total of 37,600 shares of restricted Common
Stock owned by him to nineteen (19) unaffiliated third parties at prices ranging
from $2.00 to $2.50 per share for total proceeds of $76,500 which Mr. Cutrona
remitted to the Company in the form of a capital contribution. In February 1997
Mr. Cutrona sold an additional 7,850 shares of restricted Common Stock to five
(5) unaffiliated third parties at a price of $2.00 per share for total proceeds
of $15,700, which Mr. Cutrona remitted to the Company in the form of an
additional capital contribution. Mr. Mark A. Kenny has agreed to use 22,450 of
his own shares of restricted Common Stock to reimburse Mr. Cutrona for one-half
of the number of shares recently sold by Mr. Cutrona.
On October 10, 1996, the Company, Joseph Cutrona, President of the Company, Mark
A. Kenny and Prosoft, Inc. signed an agreement whereby Mr. Cutrona and Mr. Kenny
each agreed
<PAGE>

to transfer 14,533 shares of restricted Common Stock owned by them to Prosoft,
Inc., or its designees, upon completion of the design and satisfactory
development of the Genisys Payment System. Prosoft agreed to accept the 29,066
shares valued at $3.75 per share in satisfaction of $108,997.50 which would be
owed to Prosoft, Inc. by the Company upon completion of the Genisys Payment
System. The Company has agreed to issue an equal number of new shares of
restricted Common Stock to Messers. Cutrona and Kenny in six (6) equal
installments if the Company meets certain performance criteria on six (6)
specified dates.

In October and November 1996 and February 1997, Joseph Cutrona, in
recognition of extensive valuable services rendered to the Company by three
employees of the Company, made gifts aggregating 35,000 shares of restricted
Common Stock owned by him to the three employees, including a gift of 20,000
shares of restricted Common Stock to John H. Wasko.

During November and December 1996, the Company and Loeb Holding
Corporation signed four (4) eighteen (18) month Promissory Notes whereby Loeb
Holding Corporation loaned the Company the sums of $75,000, $30,000, $10,000 and
$95,000 (totaling $210,000). The Promissory Notes, which bear interest at 10%,
mature on May 11, 1998, May 25, 1998, June 2, 1998 and June 9, 1998,
respectively.

The Company believes that each of these transactions was entered into
on terms at least as favorable to the Company as could have been obtained from
unaffilated third parties.

The transactions described above involve actual or potential conflicts
of interest between the Company and its officers or directors. In order to
reduce the potential for conflicts of interest between the Company and its
officers and directors, prior to entering into any transaction in which a
potential material conflict of interest might exist, the Company's policy has
been and will continue to be, that the Company does not enter into transactions
with officers, directors or other affiliates unless the terms of the transaction
are at least as favorable to the Company as those which would have been
obtainable from an unaffiliated source. As of the date of this Prospectus, the
Company has no plans to enter into any additional transactions which involve
actual or potential conflicts of interest between the Company and its officers
or directors. Should the Company enter into any such transaction in the future,
it will not do so without first obtaining at least one fairness opinion from,
depending on the nature of the transaction, either its own independent directors
or an independent investment banking firm.

<PAGE>

PRINCIPAL STOCKHOLDERS

The following tabulation shows the security ownership as of December
31, 1996 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 of as a result of certain disputes between Mr. Pollan and the
Company) (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>

Name & Address Number of Percent Percent
Shares Owned of Class After Offering(6)

Loeb Holding Corporation................................................ 1,242,183 37.86% 28.68%
As Escrow Agent (1)
61 Broadway
New York, NY 10006
Warren D. Bagatelle(2).................................................. 1,271,155 38.75% 29.35%
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10006
Joseph Cutrona(5)....................................................... 611,133 18.63% 14.11%
c/o Genysis Reservation Systems, Inc.
2401 Morris Avenue
Union, NJ 07083
Mark A. Kenny(5)........................................................ 646,133 19.70% 14.92%
10 Lisa Drive
Chatham, NJ 07928
John H. Wasko(3)(4)..................................................... 176,206 5.37% 4.07%
c/o Genysis Reservation Systems, Inc.
2401 Morris Avenue
Union, NJ 07083
All Officers and Directors as a group (4 2,704,627 82.44% 62.45%
persons).............................................................

</TABLE>

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

(1)Includes 842,183 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 D. Bagatelle is a partner), trusts for the
benefit of families of two principals of Loeb Holding Corporation and three
unaffiliated persons and 400,000 shares of Common Stock issuable upon conversion
of two convertible Promissory Notes aggregating $37,500. Loeb Holding
Corporation disclaims any beneficial interest in these shares. (2)Includes
842,183 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 D. Bagatelle is a partner), trusts for the benefit of
families of two principals of Loeb Holding Corporation and three unaffiliated
individuals, 6,739 shares of Common Stock owned directly by Warren D. Bagatelle,
2,233 shares of Common Stock owned directly by HSB Capital, 20,000 shares of
Common Stock pledged by Joseph Cutrona to Warren D. Bagatelle as security and
400,000 shares of Common Stock issuable upon conversion of two convertible
Promissory Notes aggregating $37,500. (3)Includes 29,383 shares of Common Stock
owned of record by Joan E. Wasko, John H. 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 25,000 shares of Common Stock at
a price of $0.60 per share granted to Mr. Wasko by the Company on August 11,
1995, a five-year option to purchase 35,000 shares of 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 two convertible
Promissory Notes aggregating $37,500. (5)Does not give effect to 14,533 shares
of Common Stock to be transferred to ProSoft, Inc. upon successful completion of

<PAGE>

the Genisys Payment System. (6)Includes the 135,000 shares of Common Stock
included in the Over-Allotment Option, but not the exercise of the Redeemable
Warrants contained therein.

Messrs. Cutrona and Kenny may be deemed to be "parents" and "promoters" of the
Company, as those terms are defined in the rules and regulations of the
Securities Act of 1933, as amended. In August 1994 Messrs. Cutrona and Kenny
each received their Common Stock in the Company for services to be provided to
the Company. For accounting purposes the value of these shares was recorded at
$7,840 for each individual. Mr. Pollan received his Common Stock in August 1994
for services to have been provided to the Company. See "Certain Transactions."

SELLING STOCKHOLDERS

In addition to the Securities, the Registration Statement, of which
this Prospectus forms a part, also covers the registration of an aggregate of
287,500 Class A Redeemable Warrants and 287,500 shares of Common Stock issuable
upon the exercise of the Class A Redeemable Warrants, which were issued by the
Company in a private placement. The terms and conditions of the Class A
Redeemable Warrants issued by the Company in the private placement are identical
to the terms and conditions of the Class A Redeemable Warrants being offered
pursuant to this Prospectus. The costs of qualifying these 287,500 Class A
Redeemable Warrants and 287,500 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, the Class A Redeemable
Warrants and the 287,500 shares of Common Stock registered in the Registration
Statement, of which this Prospectus forms a part, may not be sold for eighteen
(18) months from the date of this Prospectus, subject, however, to earlier
release at the sole discretion of the Underwriter. Such shares are being
registered for resale purposes only and will be offered pursuant to an alternate
prospectus. The certificates representing the 287,500 Class A Redeemable
Warrants and 287,500 shares of Common Stock issuable on exercise of the Class A
Redeemable Warrants will have legends affixed setting forth such restrictions.
The Underwriter may release these securities from this eighteen (18) month
restriction at any time after the Securities offered hereby have been sold. See
"Underwriting."

The resale of securities by the Selling Stockholders are subject to
prospectus delivery and other requirements of the Securities Act. Sales of these
securities, or even the potential for such sales at any time, would likely have
an adverse effect on the market prices of the Common Stock and the Redeemable
Warrants.

The Company will not receive any proceeds from the sale of the
securities by the Selling Stockholders. If all of the Class A Redeemable
Warrants issued in the private placement are exercised, of which there is no
assurance, the Company will receive gross proceeds therefrom aggregating up to
an additional $1,653,125.

Set forth below is a list of the Selling Stockholders and the number of
Class A Redeemable Warrants and shares of Common Stock issuable upon their
exercise 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
issuable upon
No. of Shares exercise of Percentage
Owned Before Class A Redeemable No. of Owned After
Name (1) Offering Warrants (2) Warrants Offering(3)
- - -------- -------- ------------ -------- -----------

Steven C. Wright....................................... 0 12,500 12,500 0
Keith C. Kammer........................................ 0 12,500 12,500 0
Paul W. Leblanc........................................ 0 12,500 12,500 0
Mildred J. Geiss....................................... 0 12,500 12,500 0

<PAGE>

Terry Nash............................................. 0 12,500 12,500 0
Joel B. Pipe........................................... 0 25,000 25,000 0
Theodore E. Hanson..................................... 0 25,000 25,000 0
Dennis Lafer........................................... 0 25,000 25,000 0
Vincent A. Ferranti.................................... 0 25,000 25,000 0
Jason J. Leinwand...................................... 0 12,500 12,500 0
James R. Welch......................................... 0 12,500 12,500 0
Daniel Churchill....................................... 0 25,000 25,000 0
Glen Cadrez, Jr........................................ 0 12,500 12,500 0
John Albanese Numismatics.............................. 0 12,500 12,500 0
Giuseppe Pappalardo.................................... 0 25,000 25,000 0
Joseph Perri........................................... 0 25,000 25,000 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)Pursuant to an agreement with the Underwriter,
the Class A Redeemable Warrants and underlying shares may not be sold for
eighteen (18) months from the date of this prospectus, subject, however, to
earlier release at the sole discretion of the Underwriter. (3)Assumes all Class
A Redeemable Warrants and underlying shares held by the Selling Stockholders are
sold.

After making the investment in the private placement, the investors did
not own, nor did any of them have any right to acquire, any other securities of
the Company. None of the investors were affiliated with the Company at the time
of making their investment, at the time of this offering, or at any other time.

Plan of Distribution

Subject to the eighteen (18) month restriction on the offer and sale of
the 287,500 Class A Redeemable Warrants and the 287,500 shares of Common Stock
issuable on their exercise the securities offered hereby may be sold from time
to time directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may, from time to time, offer such securities through underwriters,
dealers and/or agents. The distribution of securities by the Selling
Stockholders may be effected in one or more transactions, privately-negotiated
transactions or through sales to one or more broker-dealers for resale of such
securities 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 such sales. The Selling
Stockholders, and intermediaries through whom such securities are sold, may be
deemed "underwriters" within the meaning of the Securities Act with respect to
the securities offered, and any profits realized or commissions received may be
deemed underwriting compensation.

At the time a particular offer of securities is made by or on behalf of
the Selling Stockholders to the extent required, a prospectus will be
distributed which will set forth the number of securities being offered and the
terms of the offering, including the name or names of any underwriter, dealer or
agent, the purchase price paid by the underwriter for securities purchased from
the Selling Stockholders and any discounts, commissions or concessions allowed
or reallowed or paid to dealers and the proposed selling price to the public.

Under the Exchange Act and Regulation M promulgated thereunder, any
person engaged in the distribution of the Securities may not simultaneously
engage in market-making activities with respect to such securities of the
Company during the applicable "cooling off" period which begins five (5) days
prior to the commencement of such distribution and ends upon its completion. In
addition, and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act, and the

<PAGE>

rules and regulations promulgated thereunder, including without limitation, Rule
102 of Regulation M in connection with transactions in such securities, which
provisions may limit the timing of purchases and sales of such securities by the
Selling Stockholders.

Sales of securities by the Selling Stockholders or even the potential
of such sales, would likely have an adverse effect on the market prices of the
securities offered hereby. Following the closing of this offering, including
exercise of the Over-Allotment Option in full, the freely tradeable securities
of the Company will be 1,294,101 shares of Common Stock, 1,725,000 Class A
Redeemable Warrants and 1,035,000 Class B Redeemable Warrants. This does not
include an aggregate of 287,500 Class A Redeemable Warrants and the 287,500
shares of Common Stock issuable upon exercise of the Class A Redeemable Warrants
owned by the Selling Stockholders, which are not transferable for eighteen (18)
months commencing on the date of this Prospectus or at such earlier date as may
be permitted by the Underwriter, which may release such securities at any time
after all securities subject to this offering have been sold and assuming no
exercise of the Underwriter's Purchase Option. See "Description of Securities"
and "Underwriting."

DESCRIPTION OF SECURITIES

Common Stock

The Company is currently authorized to issue 75,000,000 shares of
Common Stock, having a par value of $.0001 per share of which 3,280,594
(including 333,216 shares issued to Mr.Pollan) are outstanding prior to the
offering contemplated hereby. Each share of Common Stock entitles the holder
thereof to one vote on each matter submitted to the stockholders of the Company
for a vote thereon. The holders of Common Stock: (i) have equal ratable rights
to dividends from funds legally available therefor when, as and if declared by
the Board of Directors; (ii) are entitled to share ratably in all of the assets
of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii) do
not have preemptive, subscription or conversion rights, or redemption or sinking
fund provisions applicable thereto; and (iv) as noted above, are entitled to one
non-cumulative vote per share on all matters submitted to stockholders for a
vote at any meeting of stockholders. The Company has not paid any dividends on
its Common Stock to date. The Company anticipates that, for the foreseeable
future, it will retain earnings, if any, to finance the continuing operations of
its business. The payment of dividends will depend upon, among other things,
capital requirements and operating and financial conditions of the Company.

<PAGE>

Redeemable Common Stock Purchase Warrants

The Company is offering 2,400,000 Redeemable Warrants, 1,500,000 of
which will be "Class A Redeemable Warrants" and 900,000 of which will be "Class
B Redeemable Warrants," at a public offering price of $.20 per Class A
Redeemable Warrant and $.10 per Class B Redeemable Warrant. Each Redeemable
Warrant shall be exercisable for a period of forty-eight (48) months, commencing
six (6) months from the date hereof.

Class A Redeemable Warrants

Each Class A Redeemable Warrant shall entitle the holder to acquire one
share of Common Stock at a price equal to $5.75 per share. Commencing twelve
(12) months after the Effective Date, the Company will have the right at any
time to redeem all, but not less than all, of the Class A Redeemable Warrants at
a price equal to twenty cents ($.20) per Redeemable Warrant, provided that the
closing bid price of the Common Stock equals or exceeds $6.25 per share for any
twenty (20) trading days within a period of thirty (30) consecutive trading days
ending on the fifth trading day prior to the date of the notice of redemption.

Class B Redeemable Warrants

Each Class B Redeemable Warrant shall entitle the holder to acquire one
share of the Common Stock at a price equal to $6.75 per share. Commencing twelve
(12) months after the Effective Date, the Company will have the right at any
time to redeem all, but not less than all, of the Class B Redeemable Warrants at
a price equal to ten cents ($.10) per Redeemable Warrant, provided that the
closing bid price of the Common Stock equals or exceeds $7.25 per share for any
twenty (20) trading days within a period of thirty (30) consecutive trading days
ending on the fifth trading day prior to the date of the notice of redemption.

Preferred Stock

The Certificate of Incorporation of the Company authorizes the issuance
of up to 25,000,000 shares of Preferred Stock, $.0001 par value per share. None
of such Preferred Stock has been designated or issued. The Board of Directors is
authorized to issue shares of Preferred Stock from time to time in one or more
Class and, subject to the limitations contained in the Certificate of
Incorporation and any limitations prescribed by law, to establish and designate
any such Class and to fix the number of shares and the relative conversion
rights, voting rights and terms of redemption (including sinking fund
provisions) and liquidation preferences. If shares of Preferred Stock with
voting rights are issued, such issuance could affect the voting rights of the
holders of the Common Stock by increasing the number of outstanding shares
having voting rights, and by the creation of class or series voting rights. If
the Board of Directors authorizes the issuance of shares of Preferred Stock with
conversion rights, the number of shares of Common Stock outstanding could
potentially be increased by up to the authorized amount. Issuance of shares of
Preferred Stock could, under certain circumstances, have the effect of delaying
or preventing a change in control of the Company and may adversely affect the
rights of holders of Common Stock. Also, the Preferred Stock could have
preferences over the Common Stock (and other series of preferred stock) with
respect to dividends and liquidation rights.

Private Placement

The terms and conditions of the Common Stock Purchase Warrants issued
by the Company in the private placement are identical to the terms and
conditions of the Class A Redeemable Warrants offered hereby. All of the
securities issued in the private placement are being registered in the
Registration Statement, of which this Prospectus forms a part. Pursuant to an
agreement with the Underwriter, such warrants and underlying shares of Common
Stock may not be sold until eighteen (18) months from the date of this
Prospectus, subject, however, to earlier release at the sole discretion of the
Underwriter. The

<PAGE>

certificates representing the 287,500 Class A Redeemable Warrants and the
287,500 shares of Common Stock issuable upon their exercise will have legends
affixed setting forth such restrictions. The Underwriter may release these
securities from this eighteen (18) month restriction at any time after all of
the Securities offered hereby have been sold. See "Underwriting."
Transfer and Warrant Agent

Continental Stock Transfer & Trust Company is the Registrar and
Transfer Agent for the Common Stock and the Registrar and Warrant Agent for the
Redeemable Warrants.

MARKET INFORMATION

The Common Stock and Class A Redeemable Warrants and Class B Redeemable
Warrants have been accepted for quotation on NASDAQ under the symbols: "GENS,"
"GENSW" and "GENZ" respectively. In order to maintain such listings, the Company
must have, under the current rules of the National Association of Securities
Dealers, Inc. ("NASD"), among other things, $2,000,000 in total assets,
$1,000,000 in total capital and surplus, $1,000,000 in market value of public
float and a minimum bid price of $1.00 per share. Should the Company be unable
to satisfy the requirements for continued quotation, trading, if any, in the
Securities would be conducted in the over-the-counter market in what are
commonly referred to as the "pink sheets" of the National Quotation Bureau, Inc.
or on the NASD OTC Electronic Bulletin Board. If this were to occur, an investor
may find it more difficult to dispose of or to obtain accurate quotations as to
the price of such securities.

On November 6, 1996, NASDAQ approved changes to its listing
requirements which will be submitted to the Securities and Exchange Commission
("Commission") for final approval. If the current proposal is approved without
modification, continued listing on NASDAQ would require that the Company meet
certain more stringent qualifications with respect to either market value or net
income as well as criteria regarding the number of shares of Common Stock in the
public float and the bid price per share of Common Stock. The Company must also
have a minimum of two independent directors and meet other corporate governance
criteria. The Company intends to nominate two independent directors and believes
that it will be able to meet the remaining criteria for continued listing.

UNDERWRITING

General

Subject to the terms and conditions set forth in the Underwriting
Agreement by and between the Company and the Underwriter ("Underwriting
Agreement"), the Underwriter has agreed to purchase on a "firm commitment"
basis, an aggregate of 900,000 shares of Common Stock and 2,400,000 Redeemable
Warrants (exclusive of the 135,000 shares of Common Stock and 360,000 Redeemable
Warrants subject to the Over-Allotment Option).

The Underwriter has advised the Company that it proposes to offer the
Common Stock and Redeemable Warrants to the public at the public offering price
set forth on the cover page of this Prospectus. The Securities are offered by
the Underwriter subject to approval of certain legal matters by counsel to the
Underwriter and certain other conditions typical of such agreements specified in
the Underwriting Agreement.

The Company has agreed to sell the Securities to the Underwriter at a
discount of 10% of the public offering price thereof. The Company has also
agreed to pay the Underwriter the Non-Accountable Expense Allowance (as
previously defined) equal to 3% of the aggregate offering price of the
Securities ($50,000 of which was advanced to the Underwriter). Pursuant to the
provisions of the Underwriting Agreement, in the event that the Company's public
offering is terminated for any reason, the Underwriter shall be reimbursed for
all its accountable expenses. Any amounts previously paid shall be credited
against any amounts due.

<PAGE>

The Underwriter has informed the Company that it does not intend to
confirm sales to any accounts over which it exercises discretionary authority.

Prior to the Company's public offering, there has been no public
trading market for the Securities. The offering price of the Common Stock and
the offering and exercise prices of the Redeemable Warrants were determined by
negotiation between the Company and the Underwriter. The factors considered by
the Company and the Underwriter in determining the public offering price of the
Common Stock and the offering and exercise prices of the Redeemable Warrants, in
addition to prevailing market conditions, were management's assessment of the
Company's business potential and earning prospects and the prospects for growth
in the industry in which the Company operates. The public offering price may not
bear any relationship to the Company's assets, book value, net worth or other
criteria of value applicable to the Company.

The Underwriter has required that all officers and Directors and
holders of 5% or more of the issued and outstanding shares of Common Stock and
securities exercisable, convertible or exchangeable for shares of Common Stock,
(other than Mr. Pollan and Loeb to the extent of 200,000 shares of Common Stock
in its holdings), agree to a lock-up of their securities for a period of not
less than eighteen (18) months in order for the Underwriter to engage in the
Offering as well as in order to maintain a more orderly trading market. Such
shares will have a legend placed on the certificates to express the lock-up.

The Underwriting Agreement prohibits the Company from issuing any
capital stock or other securities without the Underwriter`s prior consent for a
period of eighteen (18) months following the Effective Date of the Registration
Statement. The Underwriter has no present intention of waiving such restriction.
This provision may limit the Company's ability to raise additional equity
capital.

The Over-Allotment Option

The Company has granted to the Underwriter the Over-Allotment Option
which is exercisable for a period of forty-five (45) days from the date hereof
to purchase up to an additional 135,000 shares of Common Stock and 360,000
Redeemable Warrants (equal to an aggregate of up to 15% of the number of shares
of Common Stock and Redeemable Warrants offered by the Company to the public)
for the purpose of covering over-allotments. The Over-Allotment Option is
exercisable upon the same terms and conditions as are applicable to the sale of
the Securities. The Underwriter has agreed to exercise the Over-Allotment Option
in full on the Effective Date.

The Underwriter's Purchase Option

As part of the consideration to the Underwriter for its services in
connection with the public offering described herein, the Company has agreed to
issue and sell to the Underwriter, at the closing, for nominal consideration,
five (5) year warrants to purchase such number of shares of Common Stock and
Redeemable Warrants as shall equal 10% of the number of shares of Common Stock
and Redeemable Warrants (excluding the Over-Allotment Option) being underwritten
for the account of the Company at a price of $.0001 per warrant ("Warrants").
The Warrants shall be exercisable at any time during a period of four(4) years
commencing at the beginning of the second year after their issuance and sale at
a price equaling 120% of the public offering price of the shares of Common Stock
and Redeemable Warrants.

During the period in which the Underwriter's Purchase Option is
exercisable, the holders thereof are given the opportunity to profit from a rise
in the market price of the Securities which may result in a dilution of the
interest of the stockholders. The Company may find it more difficult to raise
additional equity capital if it should be needed for the business of the Company
while the Underwriter's Purchase Option is outstanding. At any time when the
holders thereof might be expected to exercise such Warrants, the Company would
probably be able to obtain additional equity capital on terms more favorable
than those provided by the Underwriter's Purchase Option. Any profit realized on
the sale of

<PAGE>

securities issuable upon the exercise of the Underwriter's Purchase Option may
be deemed additional underwriter compensation.

Registration Rights

In connection with the underwriting of the Company's public offering,
the Company has granted to the Underwriter certain "piggy back" and "demand"
registration rights. Pursuant to the terms of the Underwriting Agreement, the
Company agrees that, for a period of seven (7) years from the effective date of
the public offering of the shares of Common Stock and Redeemable Warrants, if
the Company intends to file a Registration Statement or Statements for the
public sale of securities for cash (other than a Form S-8, Form S-4 or
comparable Registration Statement), it will notify all of the holders of the
Warrants and/or underlying securities and if so requested it will include
therein material to permit a public offering of the securities underlying the
Warrants at the expense of the Company (excluding fees and expenses of the
holder's counsel and any underwriting or selling commissions). In addition, for
a period of five (5) years from such effective date, upon the written demand of
holder(s) representing a majority of the Warrants, the Company agrees, on one
occasion, to promptly register the underlying Securities at the expense of the
Company (excluding fees and expenses of the holder's counsel and any
underwriting or selling commissions).

Finder's Fees

The Company believes that no finder has been associated with the
Offering as described herein and that the Company does not have any obligation
to pay a finder's fee to anyone in connection with this Offering or any of its
other pending transactions. An action has been commenced against the Company
seeking such a fee, however. See "Business-Litigation."

Warrant Solicitation Fee

Pursuant to the Underwriting Agreement, the Company has agreed that the
Underwriter shall act as the Company's exclusive agent with respect to the
solicitation of the Redeemable Warrants, and receive from the Company a
commission equal to 4% of the exercise price of the Redeemable Warrants
("Warrant Solicitation Fee") commencing twelve (12) months after the effective
date of the Registration Statement, payable upon exercise, if; (i) the market
price of the Common Stock on the date that any such Redeemable Warrant is
exercised is greater than the exercise price of the Redeemable Warrant; (ii) the
exercise of such Redeemable Warrant was solicited by a member of the National
Association of Securities Dealers, Inc.; (iii) the Redeemable Warrant is not
held in a discretionary account; (iv) disclosure of this compensation
arrangement is made both at the time of the public offering and at the time of
the exercise of such Redeemable Warrant; and (v) solicitation of the exercise is
not in violation of Rule 101 of Regulation M under the Exchange Act. No Warrant
Solicitation Fee will be paid to the Underwriter on Redeemable Warrants
voluntarily exercised within one (1) year of the Effective Date or on Redeemable
Warrants voluntarily exercised at any time without solicitation by the
Underwriter.

In addition, unless either eligible for or granted an exemption by the
Commission from Rule 101 of Regulation M under the Exchange Act, the Underwriter
will be prohibited from engaging in any market making activities or solicited
brokerage activities with respect to the Company's securities for a period
commencing five (5) business days prior to any solicitation of the exercise of
Redeemable Warrants, or five (5) business days prior to the exercise of any
Redeemable Warrants based on a prior solicitation, until the later of the
termination of such solicitation activity or the termination (by waiver or
otherwise) of any right the Underwriter may have to receive a Warrant
Solicitation Fee for the exercise of the Redeemable Warrants following such
solicitation. As a result, the Underwriter may be unable to continue to provide
a market for the Company's securities during certain periods while the
Redeemable Warrants are exercisable.

Other Terms of the Underwriting

<PAGE>

The Company has agreed not to issue, sell, offer to sell, grant any
option relating to the sale of or otherwise dispose of (directly or indirectly)
any of the Company's equity securities (including securities convertible into,
exercisable for or exchangeable into equity securities) without the
Underwriter's prior written consent, except for issuances pursuant to: (i) the
exercise of the Underwriter's Purchase Option; (ii) the Company's public
offering of securities as described herein; (iii) a declaration of dividends,
recapitalization, reorganization or similar transaction; or (iv) a currently
existing stock incentive or option plan, for eighteen (18) months from the
Effective Date. In addition, each officer, director and stockholder who owns 5%
or more of the Company's equity securities, other then Mr. Pollan and other than
200,000 of the shares held by Loeb, has agreed not to sell, transfer, convey,
pledge, hypothecate or otherwise dispose of any of the respective securities of
the Company owned by them for a period of eighteen (18) months from the
Effective Date without the Underwriter's prior approval.

In connection with and as consideration for the Underwriter's
participation in the Company's public offering, the Company has given the
Underwriter the right, upon completion of such public offering, to designate a
person to attend all meetings of the Company's Board of Directors for a period
of five (5) years. Such person need not be a director but shall be entitled to
attend all such meetings and to receive all notices and other correspondence and
communications sent by the Company to members of its Board of Directors. As of
the date hereof, the Underwriter has not identified a designee nor has it
expressed to the Company the desire to exercise its right to select such a
designee.

The Company has agreed to retain the Underwriter as its financial
consultant for a period of twenty-four (24) months commencing upon consummation
of the proposed public offering at a monthly retainer of $2,000, all of which is
payable in advance upon such consummation.

Loeb Holding Corporation made a subordinated loan to the Underwriter in
the principal amount of $1,500,000 in order for the Underwriter to meet its net
capital requirements under applicable Commission and NASD regulations. The loan
is evidenced by NASD Form SL-4 (Temporary Secured Demand Note Collateral
Agreement) dated February 7, 1997 and effective March 11, 1997. The Note bears
interest at 10% per annum and is due and payable within forty-five (45) days.

The Underwriter may engage in permitted passive market making
transactions by effecting transactions in the Common Stock and Redeemable
Warrants at a price that exceeds that of the highest independent bid price for
such security at the time of the transaction.

The Underwriter may engage in transactions that stabilize, maintain or
otherwise affect the price of the Common Stock and Redeemable Warrants including
(i) covering transactions, which consist of the placing of any bid or the
effecting of any purchase to reduce a short position created in connection with
the Offering; and (ii) short sales, by which the Underwriter sells securities
which it does not own at the time that the sale transaction becomes a binding
obligation.

Indemnification

The Company has agreed to indemnify the Underwriter and others against
certain liabilities, including liabilities under the Securities Act. Insofar as
indemnification for liabilities arising under the Securities Act may be provided
to officers, directors or persons controlling the Company, the Company has been
informed that, in the opinion of the Commission, such indemnification is against
public policy and is therefore unenforceable. The Underwriter has agreed to
indemnify the Company, its directors, and each person who controls it within the
meaning of Section 15 of the Securities Act with respect to any statement in or
omission from the Registration Statement, the Prospectus or any amendment or
supplement thereto if such statement or omission was made in reliance upon
information furnished in writing to the Company by the Underwriter specifically
for or in connection

<PAGE>

with the preparation of the Registration Statement, the Prospectus, or any such
amendment or supplement thereto.

The foregoing summaries of certain terms and conditions of the
Underwriting Agreement and the Underwriter's Purchase Option state all the
material elements of such documents. Copies of the foregoing documents have been
filed with the Commission as exhibits to the Registration Statement of which
this Prospectus forms a part and are also on file at the offices of the
Underwriter and the Company. Reference is hereby made to each such exhibit for a
detailed description of the provisions thereof which have been summarized above.
See "Available Information."

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
owns 5,000 shares of the Company's Common Stock. Legal matters for the
Underwriter will be passed upon by Scheichet & Davis, P.C., New York, New York.

EXPERTS

The Financial Statements of the Company included in this Prospectus to
the extent and for the periods indicated in their report have been reported on
by Wiss & Company, LLP, independent certified public accountants, as stated in
their report appearing herein 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.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Page

Independent Auditors' Report...................................................................................... F-2
Consolidated Financial Statements:
Consolidated Balance Sheet at December 31, 1996................................................................ F-3
Consolidated Statements of Operations for the Year Ended December 31, F-4
1996, the Four Months Ended December 31, 1995, the Year Ended August 31,
1995, and the Period From March 7, 1994 (commencement of development
stage activities) to December 31, 1996......................................................................
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) F-5
for the Year Ended December 31, 1996, the Four Months Ended December 31,
1995, and Year Ended August 31, 1995........................................................................
Consolidated Statements of Cash Flows for the Year Ended December 31, F-6
1996, the Four Months Ended December 31, 1995, the Year Ended August 31,
1995, and the Period From March 7, 1994 (commencement of development
stage activities) to December 31 ,1996......................................................................
Notes to Consolidated Financial Statements..................................................................... F-7 to
F-14
</TABLE>
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Genisys Reservation Systems, Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Genisys
Reservation Systems, Inc. and Subsidiary (formerly Robotic Lasers, Inc. and a
Development Stage Company) as of December 31, 1996 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
year ended December 31, 1996, the four months ended December 31, 1995, the year
ended August 31, 1995, and for the period from March 7, 1994 (commencement of
development stage activities) to December 31, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Genisys
Reservation Systems, Inc. and Subsidiary (formerly Robotic Lasers, Inc. and a
Development Stage Company) at December 31, 1996 and the results of their
operations and their cash flows for the year ended December 31, 1996, the four
months ended December 31, 1995, the year ended August 31, 1995 and for the
period from March 7, 1994 (commencement of development stage activities) to
December 31, 1996, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a Development Stage Company and has
suffered recurring losses from operations that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

WISS & COMPANY, LLP

Woodbridge, New Jersey
January 31, 1997 (except as to the waiver of default described in Note 3, for
which the date is February 21, 1997)
<PAGE>

GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(Formerly Robotic Lasers, Inc.)
(A Development Stage Company) CONSOLIDATED BALANCE SHEET DECEMBER 31, 1996
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

ASSETS
CURRENT ASSETS:
Cash.......................................................................................... $91,548
Prepaid expenses.............................................................................. 1,081
------------------
Total Current Assets.................................................................. $92,629
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION OF
$65,102.................................................................................... 235,285
OTHER ASSETS:
Computer software costs, less accumulated amortization of
$35,215.................................................................................... 312,171

Deferred offering costs....................................................................... 153,210
Debt issue costs, less accumulated amortization of $10,957.................................... 45,393
Deposits and other............................................................................ 64,910

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

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Current maturities of long-term debt.......................................................... $161,282
Accounts payable and accrued expenses......................................................... 304,490
Due to related parties........................................................................ 29,652
Accrued interest payable - related parties.................................................... 95,748
Accrued consulting fees - related parties..................................................... 101,500

------------------
Total Current Liabilities............................................................. $692,672
LONG-TERM DEBT:
Long-term debt, less current maturities....................................................... 1,009,757
10% Promissory notes payable.................................................................. 563,500
Convertible notes payable..................................................................... 30,000

------------------
1,603,257

----------------
Total Liabilities..................................................................... 2,295,929
COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, $.0001 par value: 25,000,000 shares
authorized; none outstanding............................................................... -
Common stock, $.0001 par value: 75,000,000 shares authorized;
3,280,594 shares issued and outstanding.................................................... 328
Additional paid-in capital.................................................................... 252,344
Deficit accumulated during development stage.................................................. (1,645,003)

------------------
Total Stockholders' Equity (Deficiency)............................................... (1,392,331)

----------------
$903,598

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

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(Formerly Robotic Lasers, Inc.)
(A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS

Period From
March 7, 1994
Year Four Months Year (Commencement of
Ended Ended Ended Development
December 31, December 31, August 31, Stage Activities) to
1996 1995 1995 December 31, 1996

REVENUES AND EXPENSES DURING
THE DEVELOPMENT STAGE:
Revenues.................................. $ - $ - $ - $ -

------------------ ------------------ --------------- ----------------------------
Expenses:
General and
administrative....................... 819,205 250,454 256,621 1,357,696
Depreciation and
amortization......................... 97,721 18,453 240 116,508
Interest expense....................... 134,277 24,303 12,219 170,799

------------------ ------------------ --------------- -----------------------------
1,051,203 293,210 269,080 1,645,003
NET LOSS INCURRED DURING THE $(1,051,203 $(269,080
DEVELOPMENT STAGE......................... ) $(293,210) ) $(1,645,003)

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

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

NET LOSS PER COMMON SHARE.................... $(.36) $(.11) $(.16) $(.74)

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

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

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING................. 2,904,482 2,594,503 1,694,611 2,230,821

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

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(Formerly Robotic Lasers, Inc.)
(A Development Stage Company) CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY
(DEFICIENCY)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Deficit
Accumulated
Additional During the
Paid-in Development
Total Shares Par Value Capital Stage
Common Stock

BALANCE, AUGUST 31, 1994........................ $(21,510) 1,682,924 $ - $10,000 $(31,510)
YEAR ENDED AUGUST 31, 1995:
Contribution of services
rendered.................................. 9,600 - - 9,600 -
Net assets received
(liabilities assumed) in
reverse acquisition of
Robotic Lasers, Inc....................... (14,087) 280,487 28 (14,115) -
Change in par value.......................... - - 168 (168) -
Net loss..................................... (269,080) - - - (269,080)

BALANCE, AUGUST 31, 1995........................ (295,077) 1,963,411 196 5,317 (300,590)
PERIOD ENDED DECEMBER 31, 1995:
Conversion of related party
debt into term note and
common stock.............................. 13,406 841,455 84 13,322 -
Net loss..................................... (293,210) - - - (293,210)

BALANCE, DECEMBER 31, 1995...................... (574,881) 2,804,866 280 18,639 (593,800)
YEAR ENDED DECEMBER 31, 1996:
Issuance of common stock:
For cash.................................. 110,000 55,000 6 109,994 -
For conversion of
stockholder note into
term note and common
stock................................... 6,703 420,728 42 6,661 -
Contribution to capital by
stockholder/officer....................... 76,700 - 76,700 -
Issuance of warrants, less
related costs of $1,150................... 10,350 - 10,350 -
Common stock (15,000 shares)
transferred to certain
employees by a stockholder
in consideration of
services rendered......................... 30,000 - - 30,000 -
Net loss..................................... (1,051,203) - - (1,051,203)

BALANCES, DECEMBER 31, 1996..................... $(1,392,331) 3,280,594 $328 $252,344 $(1,645,003)

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(Formerly Robotic Lasers, Inc.)
(A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Period From
March 7, 1994
Four Months Year (Commencement
Year Ended Ended Ended of Development
December 31, December 31, August 31, Stage Activities) to
1996 1995 1995 December 31, 1996

CASH FLOWS FROM OPERATING
ACTIVITIES:
$(1,051,203 $(269,080
Net loss..................................... ) $(293,210) ) $(1,645,003)
Adjustment to reconcile net
loss to net cash flows from
operating activities:
Depreciation and
amortization............................ 97,721 18,453 240 116,508
Contribution of services
rendered to capital..................... 30,000 - 9,600 49,600
Changes in operating assets
and liabilities:
Prepaid expenses........................ (378) 3,031 (3,734) (1,081)
Other assets............................ (38,162) 218,053 (243,255) (65,564)
Accounts payable and
accrued expenses..................... 365,630 27,649 94,372 487,651

------------------ ------------------ --------------- ------------------------
Net cash flows from
operating activities.............. (596,392) (26,024) (411,857) (1,057,889)

------------------ ------------------ --------------- ----------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of equipment and
software.................................. (327,999) (319,774) - (647,773)

------------------ ------------------ --------------- --------------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Loans and advances from
related parties........................... 10,526 7,506 (12,001) 29,652
Proceeds from issuance of
notes payable............................. 305,000 215,000 435,000 955,000
Payments under computer
equipment leases.......................... (53,352) (9,724) - (63,076)
Proceeds from sale and
lease-back................................ 150,162 144,482 - 294,644
Proceeds from issuance of
convertible notes......................... 30,000 - - 30,000
Proceeds from sale of common
stock..................................... 110,000 - - 110,000
Contribution to capital -
stockholder/officer....................... 76,700 - - 76,700
Proceeds from issuance of 10%
promissory notes and
related warrants.......................... 575,000 - - 575,000
Costs paid upon issuance of
promissory notes and
warrants.................................. (57,500) - - (57,500)
Deferred offering costs...................... (153,210) - - (153,210)

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

<PAGE>

Net cash flows from
financing activities.............. 993,326 357,264 422,999 1,797,210

------------------ ------------------ --------------- -------------------------
NET CHANGE IN CASH.............................. 68,935 11,466 11,142 91,548
CASH, BEGINNING OF PERIOD....................... 22,613 11,147 5 -

------------------ ------------------ --------------- -------------------------
CASH, END OF PERIOD............................. $91,548 $22,613 $11,147 $91,548

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

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

SUPPLEMENTAL CASH FLOW
INFORMATION:
Interest paid................................ $37,250 $8,426 $ - $45,676

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

Net liabilities assumed in
reverse acquisition....................... $ - $ - $14,087 $14,087

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

Conversion of related party
debt into common stock.................... $6,703 $13,406 $ - $20,109

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

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

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(Formerly Robotic Lasers, Inc.)
(A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - History of the Company, Nature of the Business and Summary of
Significant Accounting Policies:

History of the Company and Nature of the Business - Genisys Reservation
Systems, Inc. (the "Company") was originally incorporated in April 1986 as JECO2
Lasers, Inc., changed its name to Robotic Lasers, Inc. in December 1987 and
further changed to its current name in July 1996. In March 1995, the Company
sold all of its assets, rights and properties relating to a certain laser
research and development agreement (subject to certain liabilities). On August
11, 1995, the Company acquired Corporate Travel Link, Inc. ("Travel Link") a
development stage company, by issuing 1,682,924 shares of its restricted common
stock in exchange for all of the then issued and outstanding shares of common
stock of Travel Link. For accounting purposes, the share exchange transaction
and combination of Travel Link with the Company has been treated as a reverse
acquisition by, and a recapitalization of, Travel Link. The net assets of the
Company of $(14,000) consisted primarily of accounts payable of $14,000. The
previous historical financial statements of the Company are no longer reported
and the financial statements of Travel Link (since its formation in March 1994)
are now reported as the historical consolidated financial statements of the
Company and its subsidiary.

The Company is a development stage company and is developing
computerized limousine reservation and payment systems for the business
traveler. The Company anticipates that the proprietary software being developed
will enable a system of limousine reservations to be completely computerized and
operate without human intervention.

The Company has generated no revenues and has no commercial operations
to date. The Company has been unprofitable since inception and expects to incur
additional operating losses over the next several quarters. The Company expects
to commence generating revenue from operations during the fiscal year ending
December 31, 1997.

Estimates and Uncertainties - The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results, as determined at a later date,
could differ from those estimates.

Principles of Consolidation - As indicated above, the consolidated
financial statements include the accounts of the Company's wholly-owned
subsidiary, Travel Link and, since August 11, 1995, those of the Company.
Retroactive effect has been given to the exchange of shares for Travel Link to
March 7, 1994. All significant intercompany transactions and accounts have been
eliminated in consolidation.

Financial Instruments - Financial instruments include cash and
equivalents, other assets, accounts payable, accrued expenses and longterm debt.
The amounts reported for financial instruments are considered to be reasonable
approximations of their fair values, based on market information available to
management.

Cash and Equivalents - The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.

Concentration of Credit Risk - The Company maintains its cash balances
in several financial institutions. The accounts at each institution are insured
by the Federal Deposit Insurance Corporation up to $100,000. At December 31,
1996, there were no uninsured balances.

<PAGE>

Property and Equipment - Property and equipment is stated at cost and
depreciated using the straight-line method over an estimated useful life of 5
years.

Computer Software Costs Relating to Reservation and Payment Systems -
The Company capitalizes the external direct costs of materials and services and
interest consumed in the development of the Genisys Reservation and Payment
Systems (no internal direct costs are anticipated). Such costs will be amortized
on a straight-line basis over three years, subject to periodic evaluation for
impairment.

Deferred Offering Costs - Offering costs have been deferred, pending
the outcome of the offering contemplated herein. If the offering is successful,
these costs will be charged against additional paid-in capital, otherwise, they
will be charged to expense.

Debt Discount and Debt Issue Costs - Costs related to the issuance of
debt are capitalized. Such costs and any related debt discount are amortized
over the term of the related debt.

Income Taxes - Deferred tax assets and liabilities are computed
annually for temporary differences between the financial statement and tax bases
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the temporary differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.

Stock Options - The Company accounts for stock option grants using the
intrinsic value based method prescribed by APB Opinion No. 25. Since the
exercise price equalled or exceeded the estimated fair value of the underlying
shares at the date of grant, no compensation was recognized in 1996 and 1995.

Had compensation cost been based upon the fair value of the option on
the date of grant, as prescribed by Statement of Financial Accounting Standards
No. 123, the Company's proforma net loss and net loss per share would have been
approximately $(1,086,000) ($.37 per share) in 1996 and $(313,000) ($.12 per
share) for the period ended December 31, 1995, using the Black Sholes option
pricing model.

Fiscal Year - In December 1995, the Board of Directors voted to change
the Company's fiscal year to a calendar year, effective December 31, 1995.

Net Income (Loss) Per Common Share - Net income (loss) per common share
is based upon the weighted average number of outstanding common shares. The
shares issuable upon the exercise of outstanding warrants and options or upon
conversion of outstanding debt have been excluded since the effect would be
antidilutive, due to net losses for all periods presented.

Note 2 - Operating and Liquidity Difficulties and Management's Plans to
Overcome: 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 development of the Company's reservation and payment system, needs
significant additional financing. The Company has financed its operations since
inception with the proceeds from the issuance of long-term debt.

Since inception, the operations of the Company have been limited to
market research and developing a software and hardware system for computerizing
the limousine reservation and payment system. The development of both the
reservation and payment systems have been

<PAGE>

completed and are currently undergoing testing. No assurance can be given that
the Company's reservation and payment system will achieve commercial
feasibility.

The Company's working capital and its capital requirements will depend
upon numerous factors, including, without limitation, the progress of the
Company's system development and testing, competition, industry technological
advances and the ability of the Company to market its limousine reservation
system. The Company will require additional significant financing to complete
the system development and testing, cover anticipated losses and sustain
operations in 1997 and beyond and, in addition, to satisfy the repayment of
long-term debt. There can be no assurance that the financing needed for
attaining commercial viability of the Company's reservation and payment system
will be obtained. If the Company is unable to raise sufficient capital, it will
delay and could prevent the Company's ability to bring the reservation and
payment systems on-line.

The Company intends to fund its operations and other capital needs for
the next twelve months substantially from the net proceeds of additional
borrowings and a contemplated public offering, but there can be no assurance
that the net proceeds of such contemplated offering, if successful, will be
sufficient for these purposes. There is also no assurance that such financing
will be available, or that it will be available on acceptable terms.

Reference should be made to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere herein for
additional information.

Note 3 - Long-term Debt: Notes Payable - Stockholder - In February
1995, the Company signed an agreement with a then unrelated party pursuant to
which the Company borrowed $500,000 as evidenced by a series of Convertible
Promissory Notes. In September 1995, the Convertible Promissory Notes were
converted into 841,455 shares of the Company's common stock and two Promissory
Notes with principal amounts of $475,000 and $25,000, respectively. Such 841,455
shares had been contributed back to the Company by its original stockholders who
acquired the shares in March 1994, For accounting purposes, such transaction has
been treated as a 2 for 3 reverse stock split. The common stock issued upon
conversion and the related debt discount ($13,406) have been recorded based upon
their estimated fair values and that of the notes.

The $475,000 note is to be repaid in twelve equal quarterly
installments commencing two years from the date of such note. This note bears
interest at nine percent (9%) per annum payable quarterly. The $25,000
promissory note accrues interest at nine percent (9%) per annum (payable
quarterly) and is convertible at the sole option of the note holder into 266,667
shares of common stock of the Company. Unless previously converted, this $25,000
note will be repaid by the Company in twelve equal quarterly installments
commencing on April 1, 1998.

In December 1995, the Company and this stockholder signed an additional
loan agreement whereby the stockholder agreed to loan the Company up to an
additional $250,000. In December 1995, the stockholder loaned the Company
$150,000 and, during the first quarter of 1996, the stockholder loaned the
Company an additional $100,000. In November 1996, the stockholder converted
these additional loans, totaling $250,000, into two 9% term notes ($237,500 and
$12,500) and 420,728 shares of common stock of the Company. The common stock
issued upon conversion and the related debt discount ($6,703) have been recorded
based upon their estimated fair values and that of the notes. The $237,500 note
is to be repaid in 12 equal quarterly installments commencing two (2) years from
the date of such note. The $12,500 note is convertible into 133,333 shares of
common stock of the Company. Unless previously converted, this $12,500 note will
be repaid by the Company in twelve equal quarterly installments commencing on
April 1, 1998.

Total borrowings from the stockholder totalled $750,000 at December 31,
1996 and accrued interest was $94,003. The Company has not paid any interest
under these loan

<PAGE>

agreements to date. In February 1997, the stockholder agreed that interest
payments on its notes, which are currently in default, would be deferred until
September 1997. The stockholder also waived any defaults on the notes through
February 1997.

Notes Payable - Related Party - During November and December 1996, the
Company and the investment banking firm described in Note 4 signed four 18 month
Promissory Notes whereby the investment banking firm loaned the Company a total
of $210,000, of which $205,000 was received by December 31, 1996. Such Notes
bear interest at 10% and mature in May and June 1998. Accrued interest totalled
$1,745 at December 31, 1996.

Capital Leases - In September 1995, January 1996 and December 1996, the
Company entered into sale and lease-back arrangements whereby the Company sold
the bulk of its computer hardware and commercially purchased software to a
lessor for amounts totalling $295,000 and agreed to lease back such equipment
for initial terms ranging from 24 to 30 months. The obligations under these
leases at December 31, 1996 are summarized as follows:

Imputed
Interest
Description Rate

Capital leases payable in monthly installments
totalling $11,960 through various expiration dates,
collateralized by the computer equipment and 25.4% to
software.......................................................................26.6% $321,670
Less: Amount representing interest................................................ 90,102

------------
Present value of minimum lease payments........................................... 231,568
Less: Current maturities.......................................................... 88,515

------------
$143,053

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

A summary of long-term debt follows:

Notes payable - stockholder, less unamortized debt discount
of $15,529............................................................................... $734,471
Notes payable - related party............................................................... 205,000
Capital leases.............................................................................. 231,568

---------------
1,171,039
Less: Current maturities.................................................................... 161,282

---------------
$1,009,757

<PAGE>

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

Long-term debt matures as follows:

Year Ending December 31,

1997........................................................................................ $161,282
1998........................................................................................ 465,557
1999........................................................................................ 296,259
2000........................................................................................ 186,045
2001........................................................................................ 61,896
---------------

$1,171,039

</TABLE>

<PAGE>

Convertible Notes Payable - In April and June 1996, the Company
borrowed a total of $30,000 from two unaffiliated parties. These notes bear
interest at 7% per annum, payable on the last day of each calendar quarter,
commencing March 31, 1997. The maturity dates are the earlier of January 1, 1998
or upon the consummation of a public offering of the Company's common stock. If
the maturity dates of these notes occur prior to January 1, 1998, the notes will
be converted into 15,000 shares of the Company's common stock.

Note 4 - Commitments: Leases - The Company leases its administrative
facilities under a five-year lease expiring in November 2000. The lease provides
for annual rent of $25,500.

Rent expense totalled $26,000, $7,000, $14,000 and $54,000 for the year
ended December 31, 1996, the four months ended December 31, 1995, the year ended
August 31, 1995 and the period from March 7, 1994 (date of commencement of
development stage activities) to December 31, 1996, respectively.

Employment Agreements - The Company entered into employment agreements
with its President in September 1995 (modified in October 1996), and with its
Secretary/Treasurer in October 1996. The agreements provide for aggregate annual
compensation of $125,000 effective October 1996 and $180,000 effective January
1997, until modified by the Company.

Consulting Agreements - In October 1996, the Company executed a
consulting agreement to develop software to operate the Genisys Payment system
for a total price of $218,000 of which $109,000 would be paid in cash and
$109,000 in shares of the Company's common stock at a negotiated price of
$3.75/share. The shares are to be transferred by two stockholders and,
accordingly, will be considered a contribution to capital. The Company has
agreed to issue an equal number of new shares of restricted common stock to such
stockholders in six equal installments, if the Company meets certain performance
criteria on six specified dates.

The Company entered into a consulting agreement in October 1996 with a
director, who formerly served as the Company's Executive Vice- President. The
agreement provides for monthly consulting fees of $6,500 through February 1997
and $8,400 per month thereafter, until modified by the Company. Fees accrued
during 1996 pursuant to this agreement totalled $16,000.

In September 1995, the Company entered into a three year consulting
agreement with an investment banking firm whose managing director is a
stockholder and the Chairman of the Board of Directors of the Company. The
agreement provides for a consulting fee of $3,000 per month. During 1996, fees
totalled $36,000 and are included in accrued consulting fees at December 31,
1996. Also included in accrued consulting fees is $49,500 of fees for consulting
services provided to the Company in 1996 by its current Chief Financial Officer.

Note 5 - Income Taxes: Deferred income taxes reflect the net effects of
temporary differences between the amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. The
principal temporary difference arises from the net operating loss carryforwards
and results in a deferred tax asset of approximately $600,000 at December 31,
1996.

A valuation allowance is provided when it is more likely than not that
some portion of the deferred tax asset will not be realized. The Company has
determined, based on its recurring net losses, lack of a commercially viable
product or system and it being a

<PAGE>

development stage company, that a full valuation allowance is appropriate at
December 31, 1996.

A reconciliation of the provision (benefit) for income taxes computed
at the federal statutory rate of 34% and the effective tax rate of income (loss)
before income taxes is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Year Ended Period Ended Year Ended
December 31, December 31, August 31,
1996 1995 1995
---- ---- ----

Computed tax benefit on net loss at federal $(347,000) $(99,000) $(91,000)
statutory rate.............................................................
State income tax benefit, net of federal income tax (61,000) (17,000) (16,000)
effect.....................................................................
Tax effect of net operating losses not currently 408,000 116,000 107,000
usable.....................................................................
------------------ ------------------ -------------

Provision (benefit) for income taxes.......................................... $- $- $-
------------------ ------------------ -------------

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

</TABLE>

At December 31, 1996, the Company had net operating loss carryforwards
of approximately $1,600,000 expiring through 2010.

Current tax law limits the use of net operating loss carryforwards
after there has been a substantial change in ownership (as defined) during a
three year period. Because of the possible future changes in common stock
ownership, the use of the Company's net operating loss carryforwards may be
subject to an annual limitation. To the extent amounts available under the
annual limitation are not used, they may be carried forward for the remainder of
15 years from the year the losses were originally incurred.

Note 6 - Stockholders' Equity: Preferred Stock - The Company's
Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares
of Preferred Stock. None of such Preferred Stock has been designated or issued
to date. The Board of Directors is authorized to issue shares of Preferred Stock
from time to time in one or more series and to establish and designate any such
series and to fix the number of shares and the relative conversion rights,
voting rights, terms of redemption and liquidation.

Sales of Common Stock - During the quarter ended March 31, 1996, the
Company sold 5,000 shares of its restricted common stock to a former officer and
director of the Company for $10,000. In addition, the Company sold, to an
unaffiliated private investor, 25,000 shares of its restricted common stock for
$50,000. In November 1996, the Company sold 25,000 shares of the Company's
restricted common stock to another unaffiliated party for $50,000.

Stock Splits - In July 1996, the Company's stockholders approved and
effectuated a one for two reverse stock split. As indicated in Note 3, the
contribution of shares by the original stockholders has been treated as a 2 for
3 reverse stock split. Stock splits have been retroactively reflected in the
accompanying consolidated financial statements.

Private Offering - Pursuant to a private offering, the Company issued
11.5 units to various unrelated parties in May and June 1996. Each $50,000 unit
consists of a $49,000 three-year promissory note (bearing interest at 10% per
annum) and a Class A redeemable common stock purchase warrant valued at $1,000
per unit. Each warrant entitles the holder to purchase 25,000 shares of the
Company's common stock at $5.75 per share. Gross proceeds of this private
offering totalled $575,000.

<PAGE>

The principal and interest on the promissory notes are to be repaid at
the earlier of three years from issuance of such notes or 30 days after the
closing date of the Company's first underwritten public offering. Each Class A
common stock purchase warrant entitles the holder to purchase a share of the
Company's common stock at an exercise price of $5.75 per share. The rights
represented by this warrant are exercisable commencing 90 days after the
effective date of a public offering registration statement until four years
thereafter. The terms and conditions of these warrants are subject to adjustment
to conform with the warrants to be registered upon the effectiveness of the
contemplated registration statement to be filed with the Securities and Exchange
Commission. Warrants to purchase 287,500 shares of the Company's common stock
are currently outstanding pursuant to this private offering.

Cancellation of Shares - In August 1996, the Company gave notice to a
former officer that it was cancelling 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. The former officer has informed the Company that he
will contest any attempt by the Company to cancel his shares. Pending return of
the shares, they are considered outstanding for all periods presented herein.

Warrants and Options - In August 1995, the Company granted an option to
purchase 25,000 shares of its common stock to an officer, exercisable at $.60
per share through August 2000. In November 1996, the Company granted an option
to purchase 35,000 shares of its common stock to the same officer exercisable at
$2.00 per share through November 2001.
These warrants were immediately exercisable and fully vested.

In connection with the leases described in Note 3, the Company granted
to the lessor warrants to purchase a 22,098 shares of common stock at an
exercise price of $2 per share.

Contribution to Capital - During the year ended December 31, 1996, in
order to raise additional working capital, the Company's President sold 37,600
shares of restricted common stock of the Company owned by him to nineteen
unaffiliated third parties at prices ranging from $2.00 to $2.50 per share for
total proceeds of $76,700. Such proceeds were remitted to the Company in the
form of a capital contribution. The Company's former Executive Vice President,
has agreed to use his own shares of restricted common stock of the Company to
reimburse the Company's President for one-half of the number of shares he sold.

Note 7 - Subsequent Event (Unaudited): Contingency - 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 any financing secured by Travel Link resulting from the plaintiff's
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 monetary damages is based upon a written agreement between Travel
Link and plaintiffs while the claim for the shares of the Company's Common Stock
is based upon alleged oral representations and promises made by an officer of
Travel Link. Management believes that the plaintiffs have not introduced any
financings to the Company and intends to vigorously defend the action. No
assurances can be given that the Company will prevail in this matter.

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.

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Page
Available Information....................................................................................................... 3
Prospectus Summary.......................................................................................................... 4
Risk Factors................................................................................................................ 8
Use of Proceeds............................................................................................................. 16
Capitalization.............................................................................................................. 17
Dilution.................................................................................................................... 18
Dividend Policy............................................................................................................. 19
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................................................................... 20
Business.................................................................................................................... 23
Management.................................................................................................................. 29
Certain Transactions........................................................................................................ 31
Principal Stockholders...................................................................................................... 34
Selling Stockholders........................................................................................................ 35
Description of Securities................................................................................................... 37
Market Information.......................................................................................................... 39
Underwriting................................................................................................................ 39
Legal Matters............................................................................................................... 43
Experts..................................................................................................................... 43
Financial Statements........................................................................................................ F-1

</TABLE>

<PAGE>
Until April 14, 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.

900,000 Shares Of Common Stock
1,500,000 Class A Redeemable Warrants
900,000 Class B Redeemable Warrants

PROSPECTUS

R.D. White & Co., Inc.

March 20, 1997

<PAGE>

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intentionally.)

<PAGE>