Hotelworks Com Inc – ‘POS AM’ on 6/3/97

As of:  Tuesday, 6/3/97   ·   Accession #:  921895-97-392   ·   File #:  333-05101

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment No. 1 to S-3                 17     94K 
 2: EX-23.A     Accountants Consent                                    1      5K 

POS AM   —   Post-Effective Amendment No. 1 to S-3
Document Table of Contents

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As filed with the Securities and Exchange Commission on June 3, 1997

                                                       Registration No. 333-5101
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ---------------------------

 POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

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

HOSPITALITY WORLDWIDE SERVICES, INC.
 (FORMERLY KNOWN AS LIGHT SAVERS U.S.A., INC.)

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

(Exact name of Registrant as specified in its charter)

New York                                  11-3096379        
---------------------------------            ---------------------------------  
(State or other jurisdiction of                    (IRS Employer                
incorporation or organization)                Identification Number)            

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

 450 Park Avenue
Suite 2603

New York, New York 10022
(212) 223-0699
 -------------------------------------------------------------------------------
 (Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)

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

Howard G. Anders

Hospitality Worldwide Services, Inc.
450 Park Avenue 
Suite 2603

New York, New York 10022  
(212) 223-0699
 -------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
 505 Park Avenue
New York, New York 10022

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

                  Approximate  date  of  commencement  of  proposed  sale to the
public: From time to time after this Registration Statement becomes effective.  

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

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

         If this Form is filed to register additional securities for an offering

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pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering.  o                      

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

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

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

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INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.   

 SUBJECT TO COMPLETION, DATED June 3, 1997

PROSPECTUS                                                                      

3,283,821 SHARES

HOSPITALITY WORLDWIDE SERVICES, INC.
 Common Stock ($.01 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  (the "Selling  Shareholders")  of an aggregate of 3,283,821 shares
(the  "Shares") of the Common  Stock,  $.01 par value (the "Common  Stock"),  of
Hospitality Worldwide Services, Inc. (the "Company") of which (i) 2,879,655 were
previously  issued by the Company to certain of the Selling  Shareholders,  (ii)
104,166  will be issued by the  Company to certain of the  Selling  Shareholders
upon  exercise of certain  warrants (the  "Warrants")  and (iii) 300,000 will be
issued upon exercise of an option (the  "Option")  granted to Resource  Holdings
Associates,  a New York limited partnership ("Resource Holdings").  The Warrants
were  issued  to the  underwriters  in the  Company's  initial  public  offering
consummated  in October 1994.  The Warrants are  exercisable at a price of $3.60
per share until January 25, 1999. The Shares are being  reoffered and resold for
the account of the Selling  Shareholders and the Company will not receive any of
the  proceeds  from the resale of the  Shares.  The  Company  has agreed to bear
certain  expenses  (other  than  selling  commissions  and fees and  expenses of
counsel and other advisors to the Selling  Shareholders)  in connection with the
registration and sale of the Shares being offered by the Selling Shareholders.  

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  in
the over-the-counter  market, in negotiated  transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. The
Selling  Shareholders  may effect such  transactions by selling the Shares to or
through  broker-dealers  who may receive  compensation in the form of discounts,
concessions or commissions from the Selling  Shareholders  and/or the purchasers
of the Shares for whom such broker-dealers may act as agent or to whom they sell
as principal,  or both (which compensation as to a particular  broker-dealer may
be in excess of customary  commissions).  Any broker-dealer acquiring the Shares
from the Selling  Shareholders  may sell such  securities  in its normal  market
making  activities,  through other  brokers on a principal or agency  basis,  in
negotiated  transactions,  to its  customers  or through a  combination  of such
methods. See "Plan of Distribution."                                            

         The Common  Stock is traded on the Nasdaq  SmallCap  Market  ("Nasdaq")
under the symbol  "ROOM." On May 30, 1997,  the closing bid price for the Common
Stock as reported by Nasdaq was $8.00.                                          

--------------------------------------------------------------------------------
 AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS
 WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" AT PAGE 3 HEREOF.
--------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
 COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

 CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE FORWARD-
 LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD
 CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.

 The date of this Prospectus is      , 1997.

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 AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington,  D.C. 20549, at prescribed rates. Such material may also be accessed
electronically  by  means  of the  Commission's  home  page on the  internet  at
http://www.sec.gov.                                                             

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-3 (together  with all  amendments and exhibits
thereto, the "Registration  Statement") under the Securities Act with respect to
the  Shares  offered  hereby.  This  Prospectus  does  not  contain  all  of the
information set forth in the Registration Statement,  certain parts of which are
omitted in accordance  with the rules and  regulations  of the  Commission.  For
further  information  with  respect to the  Company and the  securities  offered
hereby, reference is made to the Registration Statement. Statements contained in
this  Prospectus  as to the contents of any  contract or other  document are not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.          

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1996,  and Report on Form 10-QSB for the quarter  ended March 31, 1997 which
have  been  filed  with  the  Commission  pursuant  to  the  Exchange  Act,  are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this  Prospectus and prior to the
termination of this offering are deemed to be  incorporated by reference in this
Prospectus  and shall be deemed to be a part  hereof  from the date of filing of
such documents.                                                                 

         The Company's Current Reports on Form 8-K filed on January 24, 1997 and
on Form 8-K/A  filed on March 25, 1997 are  incorporated  by  reference  in this
Prospectus and shall be deemed to be a part hereof.                             

         The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 13, 1993 is  incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.           

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Hospitality  Worldwide Services,  Inc. at 450 Park Avenue,  Suite
2603, New York, New York 10022,  Attention:  Secretary.  Oral requests should be
directed to such officer (telephone number (212) 223-0699).                     

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not constitute 

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an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.                                                                       

RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER THE  FOLLOWING  RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.                                           

IMMEDIATE  NEED FOR CASH;  ADDITIONAL  FINANCING.  Management  believes that the
Company's  current cash , cash equivalents and line of credit will be sufficient
to enable the  Company to carry out its  business  objectives  and  continue  to
operate as a going concern for a period of 18 months.  The  Company's  continued
existence  thereafter  will be dependent upon its ability to generate cash flows
from  operations  sufficient to meet its  obligations as they become due. Unless
the Company can generate  cash flows from  operations  sufficient to fund all of
its working  capital  needs,  the Company will be required to obtain  additional
financing to continue to operate its  business.  There can be no assurance  that
any additional  financing will be available to the Company on acceptable  terms,
if at all.  Any  inability  by the Company to obtain  additional  financing,  if
required, will have a material adverse effect on the operations of the Company. 

HISTORY OF LOSSES.  For the year ended  December 31,  1996,  the Company had net
income of  $1,842,678,  compared to a net loss of $1,115,969  and $1,284,798 for
the years ended December 31, 1995 and 1994, respectively.  While the results for
the year ended December 31, 1996 are reflective of a significant  portion of the
Company's  current  business,  there  can be no  assurance  that  the  Company's
operations  will  continue  to be  profitable  or that any  positive  cash  flow
generated by the Company's  operations  will be sufficient to meet the Company's
future cash requirements.                                                       

CHANGE IN BUSINESS.  On August 17, 1995, the Company's  subsidiary,  Hospitality
Restoration  and  Builders,  Inc.,  a New  York  corporation  ("HRB"),  acquired
substantially all of the assets and business,  and assumed certain  liabilities,
of AGF Interior  Services,  Inc. d/b/a Hospitality  Restoration and Builders,  a
Florida   corporation   ("AGF"),   that  provided  renovation  services  to  the
hospitality  industry . In February 1996,  the Company  disposed of its lighting
business.  The pro forma consolidated  information (see Note 17 to the Company's
consolidated  financial  statements for the year ended December 31, 1995), which
is based on the historical financial statements of the Company and AGF as if the
acquisition occurred on January 1, 1994 and has been adjusted to include certain
acquisition related adjustments,  reflect losses from the continuing  operations
of the  renovation  business of $1,275,475  and  $1,267,280  for the years ended
December  31,  1995 and 1994,  respectively.  On January 10,  1997,  the Company
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of The Leonard Parker Company, a Florida corporation ("LPC"),  which
is a purchasing company for the hospitality  industry that acts as agent for the
purchase of goods and services for its customers. There can be no assurance that
the Company can  successfully  integrate  LPC into its business  plan.  The past
operating history and past consolidated  financial  condition of the Company may
bear little or no  relationship to the future  operations of the Company.  There
can be no  assurance  that the  Company  will be  successful  in its  change  of
business focus.                                                                 

COMPETITION.  The hospitality  maintenance  industry is highly fragmented and is
made up  largely  of small,  local  companies.  Competition  in the  hospitality
restoration  industry is significant  and is based largely on price and service.
In the  future,  the  Company's  competitors  may be  larger  and  have  greater
financial resources than HRB.                                                   

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SUBSTANTIAL  RELIANCE  UPON,  ATTRACTION  AND  RETENTION OF KEY  PERSONNEL.  The
Company's  business is  substantially  reliant upon the efforts and abilities of
Leonard Parker, Chairman of the Board of the Company,  Robert Berman,  President
of the Company, Alan Friedberg,  President of the Company's Renovation Division,
Douglas Parker,  President of the Company's  Purchasing Division and of LPC, and
Guillermo  Montero,  President of HRB. The loss of or the  unavailability to the
Company of the services of Messrs.  Leonard Parker, Berman,  Friedberg,  Douglas
Parker  and  Montero  would  have a  material  adverse  effect on the  Company's
business  prospects and/or potential  earning capacity until such time, if ever,
as such  individuals  are  adequately  replaced.  While  the  Company  does  not
currently  have any "key man"  insurance to  compensate it for any such loss, it
intends to obtain "key man" insurance upon the lives of Messrs.  Leonard Parker,
Berman,  Friedberg,  Douglas  Parker and  Montero  with the  Company  paying the
premium thereon and being the  beneficiary.  The loss of the services of Messrs.
Leonard  Parker,  Berman,  Friedberg,   Douglas  Parker  and  Montero  would  be
detrimental to the Company.                                                     

SHARES ELIGIBLE FOR FUTURE SALE. Of the 7,805,989  shares of outstanding  Common
Stock,  2,608,750 shares are freely transferable  without restriction or further
registration under the Securities Act, except for shares held by "affiliates" of
the  Company  within the  meaning of Rule 144 under the  Securities  Act,  which
shares  are  subject  to the  resale  limitations  of Rule  144.  The  remaining
5,197,239 shares are "restricted"  securities as that term is defined under Rule
144 and in the  future may be sold only  pursuant  to a  registration  statement
under  the  Securities  Act  or  an  applicable   exemption  from   registration
thereunder,  including  pursuant  to Rule 144.  The  resale of an  aggregate  of
3,283,821  shares  of  Common  Stock is  being  registered  in the  Registration
Statement of which this  Prospectus  forms a part.  Under Rule 144, a person who
has held  restricted  securities  for a period  of two  years may sell a limited
number of such  securities  into the public market without  registration of such
securities  under the  Securities  Act.  Rule 144 also  permits,  under  certain
circumstances,  persons  who are not  affiliates  of the  Company  to sell their
restricted securities without quantity limitations once they have satisfied Rule
144's  three-year  holding  period.  Sales  made  pursuant  to  Rule  144 by the
Company's existing shareholders may have a depressive effect on the price of the
shares of Common  Stock in the public  market.  Such sales could also  adversely
affect the  Company's  ability to raise capital at that time through the sale of
its equity securities.                                                          

 THE COMPANY

GENERAL                                                                         

                  The Company,  formerly known as Light Savers U.S.A., Inc., was
formed under the laws of the State of New York in October 1991. In January 1994,
the Company  consummated  an initial  public  offering of its Common Stock.  The
Company's principal line of business was to design and market decorative, energy
efficient lighting fixtures for the hotel and hospitality industry.             

                  The Company's  primary  marketing tool was the  utilization of
Con Edison's Applepower Rebate Program (the "Con Edison Rebate Program"),  under
which Con Edison offered  rebates to those who utilized energy saving devices of
a substantial  amount,  if not all, of the cost of the fixtures,  which left the
customer  responsible  for payment of a small  portion,  if any, of the cost. In
1994, Con Edison substantially reduced the Con Edison Rebate Program,  making it
less  advantageous  for the  Company to use the Con Edison  Rebate  Program as a
marketing tool. As a result, the Company's revenues were substantially reduced. 

                   In August 1995, the Company's  wholly-owned  subsidiary,  HRB
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of AGF, a Florida  corporation that provides  renovation services to
the  hospitality  industry,  in a stock  and  note  transaction  from  Watermark
Investments  Limited, a Delaware  corporation  ("Watermark") . In December 1995,
the Company's  Board of  Directors,  in an effort to focus the Company in a more
strategic  direction,  determined to begin to dispose of the Company's  lighting
division and concentrate the Company's efforts in HRB.                          

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                  On February 26, 1996, the Company,  HRB, Watermark Investments
Limited,  a  Bahamian  international  business  company   ("Watermark-Bahamas"),
Watermark, a wholly-owned  subsidiary of Watermark-Bahamas,  AGF, Tova Schwartz,
Alan  G.  Friedberg  and  Guillermo  A.  Montero  entered  into  a  Divestiture,
Settlement and Reorganization  Agreement (the "Divestiture  Agreement") pursuant
to which (i) the  Company  sold its  lighting  business  to Tova  Schwartz,  the
Company's  former  President  and Chief  Executive  Officer;  (ii) Ms.  Schwartz
resigned  from her  positions  as a director and officer of the Company and HRB;
(iii) the Company  repurchased  500,000 shares of Common Stock from Ms. Schwartz
for $250,000; (iv) Ms. Schwartz granted to the Company the option to purchase an
additional  1,000,000  shares of Common  Stock;  (v) the  Company  retained  Ms.
Schwartz as a consultant for a period of three years at a salary of $100,000 per
year; (vi) prior to resigning, Ms. Schwartz, the then sole remaining director of
the  Company  (since  Howard G.  Anders,  Moshe  Greenfield  and Moise  Hendeles
resigned from their positions as directors of the Company effective February 25,
1996),  appointed Mr.  Friedberg and Robert A. Berman to the Company's  Board of
Directors and the parties appointed Mr. Friedberg as the Company's President and
Chief Executive  Officer;  (vii) the Company entered into three-year  employment
agreements  with each of Messrs.  Friedberg and Montero;  and (viii) the Company
engaged Resource Holdings as its financial advisor.  Subsequently,  on March 25,
1996,  Mr. Berman  resigned from the Company's  Board of Directors and the Board
elected  Scott  A.  Kaniewski  as  Watermark's  representative  to the  Board of
Directors.                                                                      

                  In  October  1996,  the  Company  changed  its name from Light
Savers,  U.S.A., Inc. to Hospitality Worldwide Services,  Inc. The change of the
corporate  name is more  indicative of the nature of the  Company's  business in
view of the  significant  change in the character and strategic  focus resulting
from the  acquisition  of AGF and disposal of the Company's  lighting  business.
These  transactions  were part of a strategic  corporate  program to refocus the
Company's business operations into areas with higher growth potential.  The name
change was approved at the annual shareholders meeting held in September 1996.  

                   Until January,  1997, the Company's only line of business was
to  provide a  complete  package  of  renovation  resources  to the  hospitality
industry  ranging  from  pre-planning  and scope  preparation  of a  project  to
performing  the renovation  requirements  and delivering  furnished  rooms.  HRB
offers  hospitality  maintenance  services to hotels and hotel chains throughout
the  continental  United States.  For over  seventeen  years,  HRB,  through its
predecessor,  AGF,  has  provided to the  hospitality  industry  renovation  and
improvements  such  as  vinyl,  paint  wallpaper,  carpet,  installation  of new
furniture,  light  carpentry  and  masonry  work.  HRB  generally  provides  its
renovation services in an on time, on budget manner,  which causing little or no
disruption to the ongoing  operation of a hotel. HRB has successfully  responded
to the hotel  industry's  efforts to increase  occupancy,  room rates and market
share through  cosmetic  upgrades,  which are generally  required  every four to
seven years.                                                                    

                  On January 10, 1997, the Company  completed the acquisition of
Leonard Parker Company ("LPC"), a leading purchasing company for the hospitality
industry  that acts as an agent for the  purchase of goods and  services for its
customers  which include major hotel and  management  companies  worldwide.  LPC
purchases  furniture,  fixtures  and  equipment,  kitchen  supplies,  linens and
uniforms,  guestroom  amenities,  and  other  supplies  to meet  its  customers'
requirements  for new  hotel  openings  and  major  renovations.  In its role as
purchasing agent, LPC purchases annually approximately $250 million of goods and
services for its customers.  Founded in 1969, the privately-held  Leonard Parker
Company had revenue in excess of $56  million  for the year ended  December  31,
1996.  The  purchase  price of LPC of  approximately  $12,000,000  consisted  of
1,250,000  newly issued  shares of Common  Stock and $5 million  stated value of
newly  issued  6%  redeemable   convertible  preferred  stock  of  the  Company,
convertible,  on a formula  basis into not less than  1,000,000 and no more than
5,000,000  shares of Common Stock (at the present  stock price) not earlier than
January 1, 1998. The  acquisition  will be accounted for as a purchase method of
accounting  with the  results  of LPC  included  in the  consolidated  financial
statements of the Company from the acquisition date.                            

                  The Company  currently  maintains its executive offices at 450
Park                                                                            

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Avenue,  Suite 2603, New York, NY 10022,  and its telephone number is (212) 223-
0699. HRB maintains its principal  office at 1800 Century Park East,  Suite 370,
Los Angeles,  California 90067, and its telephone number is (310) 286-6400.  HRB
also maintains a satellite office in Coral Springs,  Florida.  LPC maintains its
executive  office at 550 Biltmore Way,  Coral Gables,  Florida,  33134,  and its
telephone  number  is  (305)  774-3000.  LPC also has  offices  in Los  Angeles,
California, Singapore and South Africa.                                         

 RECENT DEVELOPMENTS

                  In May 1997,  the Company  entered  into an Agreement to Joint
Venture  (the  "JV  Agreement")  with  Apollo  Real  Estate  Advisors  II,  L.P.
("Apollo")  and  Watermark.  The  purpose of the joint  venture is to  identify,
acquire,  renovate,  refurbish and sell hotel properties. The joint venture will
own and operate the properties only for the time necessary to upgrade and market
them for resale. As an inducement to enter the JV Agreement,  the Company issued
to Apollo seven year warrants to purchase 750,000 shares of Common Stock at 115%
of the then existing market price. Such warrants are currently exercisable as to
250,000  shares and become  exercisable  as to the remaining  500,000  shares in
increments  of  100,000  shares  for every  $7,500,000  of  incremental  revenue
realized by the Company from the joint  venture.  Pursuant to the JV  Agreement,
Watermark  will  receive a management  fee of 1.5% of all costs  incurred by the
joint  venture on each  project,  other than soft costs such as interest,  taxes
etc.                                                                            

                  Also in May 1997, the Company borrowed  $2,200,000 from Findim
Investments S.A. for a period of six months at an interest rate of 12% per annum
in order to exercise an option to repurchase 500,000 shares of Common Stock from
Tova Schwartz, the Company's former President and Chief Executive Officer.      

 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the reoffer and
resale of the Shares  offered  hereby by the Selling  Shareholders.  The Company
will  receive  the  exercise  price  of the  warrants  held by  certain  Selling
Shareholders,  if and when exercised.  Such proceeds will be used by the Company
for working capital purposes.                                                   

SELLING SHAREHOLDERS

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling  Shareholder at June 2, 1997, (ii) the number of shares to
be  offered  for  resale by each  Selling  Shareholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Shareholder
after the completion of the offering.                                           

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                                                        [Enlarge/Download Table]

                                                                                            Number of shares     
                                                                                            of Common Stock/     
                                           Number of shares            Number of              Percentage of      
                                           of Common Stock             Shares to            Class to be Owned    
                                          Beneficially Owned           be Offered           After Completion     
               Name                        at June 2, 1996             for Resale            of the Offering     

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

                                                                                                                 
 Watertone Holdings LP (1).........               1,800,000               1,800,000                       0      

Louis K. Adler.....................                  75,000                  75,000                       0      

George C. Asch.....................                  75,000                  75,000                       0      

James Pinto........................                  20,000                  20,000                       0      

Joseph Zappala.....................                   8,333(2)                8,333                       0      

Anthony DiGiovanni.................                   8,333(2)                8,333                       0      

Andrew Basile .....................                   6,500(2)                6,500                       0      

Marie Chantale Schwartz............                  14,500(2)               14,500                       0      

Jeffrey Goldstein..................                   4,000(2)                4,000                       0      

Larry Fierstein....................                   5,000(2)                5,000                       0      

Howard Roth........................                  70,200(3)               57,500                12,700/*      

Tova Schwartz(4)...................                 493,155                 493,155                       0      

Resource Holdings Associates.......                 300,000(5)              300,000                       0      

John C. Shaw.......................                 416,666(6)              116,666                       0      

Richard A. Bartlett................                 408,166(7)              108,166                       0      

Jerry Seslowe......................                 416,668(8)              116,668                       0      

Eugene Stricker....................                 248,724                  37,500              211,224/2.7%    

Mark Schindler.....................                 140,000                  37,500              102,500/1.3%    


-------------------                                                             
* Less than 1%                                                                  

(1)      Watertone is an affiliate of Watermark.  On August 1, 1995, the Company
         issued  2,500,000  shares  of  Common  Stock to  Watermark  as  partial
         consideration  for the assets of AGF. In May 1996,  Watertone  acquired
         2,300,000  of such shares of Common  Stock from  Watermark.  In January
1997, Watermark sold 500,000 of such shares.                  

(2)      Consists  of shares of  Common  Stock  issuable  upon  exercise  of the
Warrants.                                                     

(3)      Includes  57,500  shares of Common Stock  issuable upon exercise of the
Warrants.                                                     

(4)      Tova Schwartz was the President, Chief Executive Officer and a director
         of the Company from the time of its  inception to February 26, 1996, at
         which  time she  resigned  from her  positions  with the  Company.  The
         Company has retained Ms. Schwartz as a consultant for a period of three
years at a salary of $100,000 per year.                       

(5)      Consists  of shares of  Common  Stock  issuable  upon  exercise  of the
Option.                                                       

(6)      Consists of (i) 116,666  shares of Common Stock owned  individually  by
         Mr.  Shaw  (83,333 of which were  acquired  from  Watermark);  and (ii)
         300,000  shares of Common Stock  underlying  the Option as to which Mr.
         Shaw is attributed  beneficial  ownership pursuant to Rule 13d-3 of the
Exchange Act ("Rule 13d-3").                                  

(7)      Consists of (i) 108,166  shares of Common Stock owned  individually  by
         Mr. Bartlett (83,333 of which were acquired from  Watermark);  and (ii)
         300,000  shares of Common Stock  underlying  the Option as to which Mr.
     Bartlett is attributed beneficial ownership pursuant to Rule 13d-3.

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(8)      Consists of (i) 116,668  shares of Common Stock owned  individually  by
         Mr. Seslowe  (83,334 of which were acquired from  Watermark);  and (ii)
         300,000  shares of Common Stock  underlying  the Option as to which Mr.
    Seslowe is attributed beneficial ownership pursuant to Rule 13d-3.

         There is no assurance  that the Selling  Shareholders  will sell any of
the Shares offered  hereby.  To the extent  required,  the specific Shares to be
sold, the names of the Selling  Shareholders,  other additional shares of Common
Stock beneficially owned by such Selling Shareholder,  the public offering price
of the Shares to be sold, the names of any agent, dealer or underwriter employed
by such Selling  Shareholder  in connection  with such sale,  and any applicable
commission or discount  with respect to a particular  offer will be set forth in
an accompanying Prospectus Supplement.                                          

         The Shares covered by this  Prospectus may be sold from time to time so
long as this Prospectus remains in effect;  provided,  however, that the Selling
Shareholder  is first required to contact the Company's  Corporate  Secretary to
confirm that this Prospectus is in effect.  The Company intends to distribute to
each Selling  Shareholder  a letter  setting forth the  procedures  whereby such
Selling  Shareholder  may use the  Prospectus  to sell the shares and under what
conditions the Prospectus  may not be used. The Selling  Shareholders  expect to
sell the Shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.                                           

         The Selling  Shareholders  and any broker or dealer to or through  whom
any of the Shares are sold may be deemed to be  underwriters  within the meaning
of the Securities Act with respect to the Common Stock offered  hereby,  and any
profits  realized by the Selling  Shareholders or such brokers or dealers may be
deemed  to  be  underwriting  commissions.  Brokers'  commissions  and  dealers'
discounts,  taxes  and  other  selling  expenses  to be  borne  by  the  Selling
Shareholder  are not  expected  to  exceed  normal  selling  expenses  for sales
over-the-counter  or  otherwise,  as the case may be.  The  registration  of the
Shares under the  Securities Act shall not be deemed an admission by the Selling
Shareholders or the Company that the Selling  Shareholders  are underwriters for
purposes of the Securities Act of any Shares offered under this Prospectus.     

TRANSFER AGENT AND REGISTRAR

         The transfer  agent and registrar  for the Common Stock is  Continental
Stock Transfer & Trust Company, New York, New York.                             

PLAN OF DISTRIBUTION

         This Prospectus  covers  3,283,821  shares of Common Stock.  All of the
Shares offered hereby are being sold by the Selling  Shareholders,  or pledgees,
donees,  transferees  or  other  successors  in  interest  (including,   without
limitation, Bear Stearns & Co., Inc.). The Company will realize no proceeds from
the sale of the Shares by the Selling Shareholders.                             

         The  distribution  of the  Shares by the  Selling  Shareholders  is not
subject to any underwriting agreement.  The Shares offered hereby may be sold by
the Selling Shareholders,  or pledgees,  donees, transferees or other successors
in interest (including,  without limitation, Bear Stearns & Co., Inc.) from time
to  time  in  transactions  in  the   over-the-counter   market,  in  negotiated
transactions,  or a  combination  of such methods of sale, at fixed prices which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
relating to prevailing market prices or at negotiated prices.  Such transactions
may be  effected by selling  the Shares to or through  broker-dealers,  and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions  from the Selling  Shareholders  and/or the purchasers of the Shares
for  whom  such  broker-dealers  may  act as  agents  or to  whom  they  sell as
principals,  or both (which compensation as to a particular  broker-dealer might
be in excess of the customary  commissions).  The Selling  Shareholders  and any
broker-dealers   that   participate   with  the  Selling   Shareholders  in  the
distribution of the Shares may be deemed to be  underwriters  within the meaning
of Section 2(11) of the Securities Act and any commissions  received by them and
any profit on the resale                                                        

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of the Shares commissioned by them may be deemed to be underwriting  commissions
or discounts  under the Securities  Act. The Selling  Shareholders  will pay any
transaction costs associated with effecting any sales that occur.               

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  Shares  will  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement  is  available  and is complied  with by the Company and the Selling
Shareholders.                                                                   

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the distribution of the Shares may not  simultaneously  engage
in market-making activities with respect to the Common Stock for a period of two
business days prior to the  commencement of such  distribution.  In addition and
without  limiting the  foregoing,  each Selling  Shareholder  will be subject to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including without limitation,  Rules 10b-6, 10b-6A and 10b-7, which
provisions  may limit the timing of the  purchases and sales of shares of Common
Stock by the Selling Shareholders.                                              

         The Selling  Shareholders  are not restricted as to the price or prices
at which they may sell their  Shares.  Sales of such  Shares may have an adverse
effect  on  the  market  price  of  the  Common  Stock.  Moreover,  the  Selling
Shareholders  are not  restricted as to the number of Shares that may be sold at
any time and it is possible that a significant number of Shares could be sold at
the same time which may also have an adverse  effect on the market  price of the
Common Stock.                                                                   

         The  Company  has agreed to pay all fees and  expenses  incident to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Shareholders.                                                                   

 LEGAL MATTERS

         The validity of the shares of Common Stock  offered  hereby and certain
other legal matters will be passed upon for the Company by Olshan Grundman Frome
& Rosenzweig LLP, New York, New York.                                           

 EXPERTS

         The  consolidated   financial   statements  of  Hospitality   Worldwide
Services,  Inc. and Subsidiary incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent  certified public accountants,  to
the extent and for the periods set forth in their reports incorporated herein by
reference,  and are incorporated  herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.               

         To the extent that a firm of independent  public accountants audits and
reports on the financial  statements of the Company issued at future dates,  and
consents to the use of their report thereon, such financial statements also will
be  incorporated  by  reference  herein in reliance  upon their  report and said
authority.                                                                      

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Article "3" (i) and (ii) of the Company's  Certificate of Incorporation
contains the  following  provision  with  respect to limiting  the  liability of
Directors:                                                                      

                  "3: A director of the corporation  shall not be held liable to
         the corporation or its  shareholders for damages for any breach of duty
in such capacity except for                                   

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                  (i)  liability  if a  judgment  or  other  final  adjudication
                  adverse  to a  director  establishes  that  his or her acts or
                  omissions were in bad faith or involved intentional misconduct
                  or a knowing violation of law or that the director  personally
                  gained in fact a financial  profit or other advantage to which
                  he or she was not legally entitled or that the director's acts
violated BCL Section 719, or                

                  (ii)  liability for any act or omission  prior to the adoption
of this provision.                          

         Section 721 through 726 inclusive of the New York Business  Corporation
Law (the "New York BCL") also contain provisions relating to the indemnification
of officers and directors. The New York BCL provides that a corporation may (but
is not required to) indemnify a director or officer  against  judgments,  fines,
amounts paid in settlement and reasonable  expenses of litigation (other than in
an action  brought by the  corporation  against  such person or by  shareholders
against  such  person on behalf of the  corporation),  even if the  director  or
officer is not  successful  on the  merits,  if he acted in good faith and for a
purpose he reasonably  believed to be in (or not opposed to) the best  interests
of the  corporation  (and,  criminal  actions or  proceedings,  had no reason to
believe his conduct was unlawful).  In addition,  a corporation  may (but is not
required to) indemnify a director or officer  against amounts paid in settlement
and reasonable  expenses of an action brought  against him by the corporation or
by  shareholders on behalf of the  corporation,  even if he is not successful on
the merits,  if he acted in good faith and for a purpose he reasonably  believed
to be in (or not opposed to) the best interests of the corporation.  However, no
indemnification is permitted in an action by the corporation, or shareholders on
behalf  of  the  corporation,   in  connection  with  the  settlement  or  other
disposition of a threatened or pending  action or in connection  with any claim,
issue or matter as to which a director  or officer is  adjudged  to be liable to
the  corporation,  unless  a  court  determines  that,  in  view  of  all of the
circumstances,  he is entitled to indemnity  for such portion of the  settlement
amount and expenses as the court deems  proper.  In  addition,  the New York BCL
provides  that a director  or officer  shall be  indemnified  if such  person is
successful in the litigation on the merits or otherwise.                        

         Permitted  indemnification as described above may only be made if it is
authorized  by the Board of  Directors,  in each  specific  case,  based  upon a
determination  that the  applicable  standard  of  conduct  has been met or that
indemnification  is proper under New York BCL Section 721. Such authorization is
made by the Board of  Directors,  either  acting  as a quorum  of  disinterested
directors  or  based  upon  an  opinion  by  independent  legal  counsel  or the
shareholders that  indemnification is proper because the applicable  standard of
conduct has been met. Upon application of the person seeking indemnification,  a
court may also award  indemnification  upon a  determination  that the standards
outlined  above  have been met.  A  corporation's  board of  directors  may also
authorize the  advancement of litigation  expenses to a director or officer upon
receipt of an  undertaking  by him to repay such  expenses,  if it is ultimately
determined that he is not entitled to be indemnified for them.                  

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

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No dealer,  salesperson or any other person is authorized in connection with any
offering made hereby to give any information or to make any  representation  not
contained  in this  Prospectus,  and if  given  or  made,  such  information  or
representation  must not be relied upon as having been authorized by the Company
or any other person. This Prospectus does not constitute an offer to sell or the
solicitation  of an offer to buy any of the securities  offered hereby by anyone
in any state in which such offer or  solicitation  is not authorized or in which
the person making the offer or  solicitation is not qualified to do so or to any
person to whom it is  unlawful to make such offer or  solicitation.  Neither the
delivery  of this  Prospectus  nor any  sale  made  hereunder  shall  under  any
circumstance  create any implication that information  contained here is correct
as of any date subsequent to the date hereof.                                   

 TABLE OF CONTENTS
                            PAGE
                            ----

Available Information..................................                         
Incorporation of Certain                                                        
Documents By Reference...............................                       
Risk Factors...........................................                         
The Company............................................                         
Recent Developments....................................                         
Use of Proceeds........................................                         
Selling Shareholders...................................                         
Transfer Agent and Registrar...........................                         
Plan of Distribution...................................                         
Legal Matters..........................................                         
Experts................................................                         

 HOSPITALITY WORLDWIDE
SERVICES, INC.

 3,283,821 SHARES OF
COMMON STOCK

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

PROSPECTUS
 ---------------------------

 _________, 1997

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.          OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                  

         The following table sets forth the various  expenses which will be paid
by the Company in connection  with the  securities  being  registered.  With the
exception of the SEC Registration Fee, all amounts are estimates.               

SEC Registration Fee.....................................        $2,695.54      
Nasdaq listing expenses..................................         5,000.00      
Accounting Fees and Expenses............................         5,000.00     
Legal Fees and Expenses (other than Blue                                        
Sky).....................................................        20,000.00      
Blue Sky Fees and Expenses (including legal                                     
and filing fees).........................................         5,000.00      
Miscellaneous Expenses...................................         1,304.46      
                                                          ----------
Total....................................................       $39,000.00      

ITEM 15.          INDEMNIFICATION OF DIRECTORS AND OFFICERS                     

         Article "3" (i) and (ii) of the Company's  Certificate of Incorporation
contains the  following  provision  with  respect to limiting  the  liability of
Directors:                                                                      

                  "3: A director of the corporation  shall not be held liable to
         the corporation or its  shareholders for damages for any breach of duty
in such capacity except for                                   

                  (i)  liability  if a  judgment  or  other  final  adjudication
                  adverse  to a  director  establishes  that  his or her acts or
                  omissions were in bad faith or involved intentional misconduct
                  or a knowing violation of law or that the director  personally
                  gained in fact a financial  profit or other advantage to which
                  he or she was not legally entitled or that the director's acts
violated BCL Section 719, or                

                  (ii)  liability for any act or omission  prior to the adoption
of this provision.                          

         Section  721  through 726  inclusive  of the New York BCL also  contain
provisions  relating to the  indemnification of officers and directors.  The New
York BCL provides  that a  corporation  may (but is not required to) indemnify a
director or officer  against  judgments,  fines,  amounts paid in settlement and
reasonable  expenses  of  litigation  (other  than in an action  brought  by the
corporation against such person or by shareholders against such person on behalf
of the  corporation),  even if the director or officer is not  successful on the
merits, if he acted in good faith and for a purpose he reasonably believed to be
in (or not opposed to) the best  interests  of the  corporation  (and,  criminal
actions or proceedings,  had no reason to believe his conduct was unlawful).  In
addition,  a  corporation  may (but is not required to)  indemnify a director or
officer against amounts paid in settlement and reasonable  expenses of an action
brought  against  him by the  corporation  or by  shareholders  on behalf of the
corporation,  even if he is not  successful  on the merits,  if he acted in good
faith and for a purpose he reasonably  believed to be in (or not opposed to) the
best interests of the corporation.  However,  no indemnification is permitted in
an action by the corporation,  or shareholders on behalf of the corporation,  in
connection  with the settlement or other  disposition of a threatened or pending
action or in connection  with any claim,  issue or matter as to which a director
or  officer  is  adjudged  to be  liable  to the  corporation,  unless  a  court
determines  that,  in  view  of all  of the  circumstances,  he is  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper. In addition,  the New York BCL provides that a director or officer
shall be                                                                        

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indemnified if such person is successful in the litigation on the merits or     
otherwise.                                                                      

         Permitted  indemnification as described above may only be made if it is
authorized  by the Board of  Directors,  in each  specific  case,  based  upon a
determination  that the  applicable  standard  of  conduct  has been met or that
indemnification  is proper under New York BCL Section 721. Such authorization is
made by the Board of  Directors,  either  acting  as a quorum  of  disinterested
directors  or  based  upon  an  opinion  by  independent  legal  counsel  or the
shareholders that  indemnification is proper because the applicable  standard of
conduct has been met. Upon application of the person seeking indemnification,  a
court may also award  indemnification  upon a  determination  that the standards
outlined  above  have been met.  A  corporation's  board of  directors  may also
authorize the  advancement of litigation  expenses to a director or officer upon
receipt of an  undertaking  by him to repay such  expenses,  if it is ultimately
determined that he is not entitled to be indemnified for them.                  

ITEM 16.          EXHIBITS.                                                     

EXHIBIT NO.                                         DESCRIPTION                 

       4          Form of Common Stock Certificate (incorporated by reference to
                  such exhibit to the Company's  Registration  Statement on Form
SB-2 (Registration No. 33-7094-NY)).        

       5          Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
to the securities registered hereunder.     

*23(a)     Consent of BDO Seidman, LLP .                          

        23(b)     Consent of Olshan  Grundman  Frome & Rosenzweig  LLP (included
within Exhibit 5).                          

       24         Power  of  Attorney   (included  on  signature  page  to  this
Registration Statement).                    

------------------                                                              
* Filed herewith.                                                             

ITEM 17.          UNDERTAKINGS                                                  

 The undersigned registrant hereby undertakes:

                           a) To file,  during  any  period  in which  offers or
sales are being made, a post-effective  amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.                                 

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

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

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act                                                                      

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and is, therefore,  unenforceable. In the event that a claim for indemnification
against  each such  liabilities  (other  than the payment by the  registrant  of
expenses  incurred or paid by a director,  officer or controlling  person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.                                                     

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SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-3  and  has  duly  caused  this
Post-Effective  Amendment No. 1 to this  registration  statement to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized  in the City of New
York, State of New York, on this 2nd day of June, 1997.                         

                                  HOSPITALITY WORLDWIDE SERVICES, INC.
                                  ------------------------------------

                  (Registrant)

                      By: /s/ ROBERT A. BERMAN
                                       -----------------------------------------
                                          Robert A. Berman, President, Chief
                                    Executive Officer and Director

 POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Robert A. Berman and Howard G. Anders his
true and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution,  for and in his or her  name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.        

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective Amendment No. 1 to this registration statement has been signed by
the following persons in the capacities and on the date indicated.              

                                                        [Enlarge/Download Table]


                   SIGNATURE                     TITLE                           DATE      
                   ---------                     -----                           ----      

                                                                                           
    /S/ ROBERT A. BERMAN                  President, Chief Executive          June 2, 1997 
----------------------------------------  Officer (principal executive                     
                Robert A. Berman          officer) and Director                            

                                          Chairman of the Board and          June __, 1997 
----------------------------------------  Director                                         
               Leonard F. Parker                                                           

    /S/ HOWARD G. ANDERS                  Executive Vice President, Chief     June 2, 1997 
----------------------------------------  Financial Officer (principal                     
               Howard G. Anders           financial officer and principal                  
                                          accounting officer) and Secretary                

----------------------------------------  Director                            June __, 1997
                 Louis K. Adler                                                            

----------------------------------------   Director                           June __, 1997
                  George Asch                                                              

     /S/ RICHARD A. BARTLETT              Director                            June 2, 1997 
----------------------------------------                                                   
              Richard A. Bartlett                                                          

    /S/ DOUGLAS PARKER                    President -  Renovation Division    June 2, 1997 
----------------------------------------  and Director                                     
                Douglas Parker                                                             

    /S/ SCOTT KANIEWSKI                   Director                            June 2, 1997 
---------------------------------------                                                    
               Scott Kaniewski                                                             

II-4

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
		1/25/99		3
		1/1/98		7
Filed on:		6/3/97		1		3
		6/2/97		8		17
		5/30/97		3
		3/31/97		4					10-Q,  10KSB,  10QSB
		3/25/97		4					8-K/A
		1/24/97		4					8-K
		1/10/97		5		7			8-K,  8-K/A
		12/31/96		4		7			10KSB,  10KSB/A
		6/2/96		9
		3/25/96		7
		2/26/96		7		9
		2/25/96		7
		12/31/95		5					10KSB/A
		8/17/95		5
		8/1/95		9
		12/31/94		5
		1/1/94		5
		12/13/93		4
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