Genesis Development & Construction, Ltd.
Ticker:GDCOF 10 Hasikma Street
Exchange:NASDAQ-Small Cap Market Haifa, ISRAL 31700
Industry:Financial (SIC Code 6552)

Offering Information
Type of Shares:Class A Common Shares Filing Date:12/6/96
U.S. Shares:2,000,000 Offer Date:1/30/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:2,000,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.42
Offering Amount: $10,000,000 Selling:$0.17
Expenses:$1,060,000 Reallowance:$0.10
Shares Out After:5,000,000

Primary Underwriting Group
ManagerTierPhone
D.H. Blair & Co Inc.Lead Manager (212) 495-4306

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cooperman Levitt Winikoff Laster & Newman, P.C.
Bank's Law Firm: Bachner, Tally, Polevoy & Misher
Auditor: Ernst & Young
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 6/30/96
Revenue:$2.36Assets:$2.45
Net Income:-$0.03Curr Assets:
EPS:-$0.01Liabilities:$2.55
Prior EPS:$0.16Curr Liabilities:
Cash Flow/Oper:Equity:-$0.10
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the business of real estate development and construction management for residential and public properties in Israel. The company acts primarily as a general contractor, subcontracting all of its construction activities to independent subcontractors, and manages these projects with on-site project managers and field engineers. In addition, the company provides consulting, management and financial management services in connection with real estate activities conducted by other developers and contractors. Over 90% of the land in Israel is owned by the Government of the State of Israel. As a result, the rate of new development and construction is essentially determined by the Israeli Government. the Israeli Government currently awards building projects primarily through a competitive bidding process in which bidders must demonstrate, among other things, the quality of their work and the ability to competes projects in accordance with specifications and timing requirements.

Competition
The real estate industry in Israel is highly competitive, with builders competing for customers, desirable properties and financing. The company competes with numerous other firms, ranging from regional and national firms to small local companies. In addition, the company competes with resales of existing residential properties by individuals, financing institutions and others. As most land in Israel is owned by the Israeli Government, the company's projects will be obtained primarily through a public bidding process. The company will be required to place competitive bids for residential and public projects with the various governmental authorities.

Business Plan
The company has implemented a business strategy of focusing its efforts on developing and managing the construction of residential properties, such as multi-family units, primarily targeted to newly married couples and immigrants seeking to own their first home, and public buildings, such as sports and recreational facilities and schools. The company's business strategy includes the following key elements: 1) conservative bidding policies; 2) joint ventures and other opportunities; 3) fixing costs.

Use of Proceeds
The proceeds from the proposed offering will be used for the repayment of the notes issued in the Bridge Financing, to repay other indebtedness of the company, to fund certain costs of the company's existing and future projects and for general corporate purposes.

Warrant Information
# of Units:2,000,000
Unit Ticker:GDCUF Unit Price:$5.00
Warrant Ticker:GDCWF Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Class A Ordinary Share + 1 Class Warrant + 1 Class B Warrant
Warrant Entitlement: 1 Class A Ordinary Share


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