content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on February 20, 1997
  
                                                  Registration No. 
                                                                   --------------
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                      Visitors Services International Corp.
  -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  <TABLE>
  <S>                    <C>                                                                     <C>           <C>
                        Florida                                                                  59-2773602               
  -------------------------------------------------------------------------------------------------------------------------
  (State or other jurisdiction of incorporation or organization)                    (I.R.S. Employer Identification No.)
  
  100 Second Avenue South, Suite 1000, St. Petersburg, Florida                                                       33701 
  -------------------------------------------------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                                                                       (Zip Code)
  
  </TABLE>
  
  
                   Visitors Services, Inc. Employee Benefit and
                      Consulting Services Compensation Plan
  -------------------------------------------------------------------------------
                             (Full title of the plan)
  
  
              Robert P. Gordon, 100 Second Avenue South, Suite 1000,
                          St. Petersburg, Florida 33701
  -------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (813) 895-4410
  -------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
      Title of securities       Amount to be         offering price       aggregate offering        Amount of
       to be registered          registered             per share               price           registration fee(1)
  ------------------------------------------------------------------------------------------------------------------
       <S>                       <C>                     <C>                <C>                     <C>
         Common Stock,           5,000,000               $2.9375            $14,687,500.00          $4,450.76
       $.0001 Par Value (2)                                                                  
  ------------------------------------------------------------------------------------------------------------------
            TOTALS               5,000,000                                  $14,687,500.00          $4,450.76
  ------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) The fee with respect to these shares has been calculated pursuant to Rule
      457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
      as amended, and based upon the average of the bid and asked price per share
      of the Registrant's common stock on a date within five (5) days prior to
      the date of filing of this Registration Statement, as reported on the
      National Association of Securities Dealers, Inc.'s Electronic Bulletin
      Board.
  
  (2) To be issued, at the sole discretion of the Registrant, as Direct Shares,
      or Shares underlying options granted to and to be granted, under the
      Visitors Services, Inc. (the Registrant's subsidiary) Employee Benefit and
      Consulting Services Compensation Plan, adopted and assumed by the
      Registrant on November 18, 1996.
  
      The Exhibit Index begins on page 22 of the sequentially numbered copy of
  this Registration Statement that has 35 total pages.
  <PAGE>   2
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
  
           The document(s) containing the information concerning the employee
  benefit plan of the Registrant's subsidiary, Visitors Services, Inc., entitled
  Visitors Services, Inc. Employee Benefit and Consulting Services Compensation
  Plan, adopted and assumed by the Registrant on November 18, 1996 (the "Plan"),
  required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and the statement of availability of registrant
  information, employee benefit plan annual reports and other information
  required by Item 2 of Form S-8 will be sent or given to participants as
  specified by Rule 428.  In accordance with Rule 428 and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities and
  Exchange Commission (the "Commission") either as part of this registration
  statement on Form S-8 (the "Registration Statement") or as prospectuses or
  prospectus supplements pursuant to Rule 424.  Visitors Services International
  Corp., a Florida corporation (the "Registrant" or the "Company"), shall
  maintain a file of such documents in accordance with the provisions of Rule
  428.  Upon request, the Company shall furnish to the Commission or its staff a
  copy or copies of all of the documents included in such file.
  
  
  
  
  
                                         1
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The content of the Company's Annual Report on Form 10-KSB for the
  fiscal year ended September 30, 1996, Quarterly Report on Form 10-QSB for the
  quarterly period ended December 31, 1996, and Current Reports on Form 8-K dated
  September 30, 1996, October 15, 1996, and October 17, 1996, are incorporated by
  reference into this Registration Statement.  All documents filed by the Company
  with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
  Exchange Act after the date of this Registration Statement and prior to the
  termination of the offering shall be deemed to be incorporated by reference
  into this Registration Statement and to be a part hereof from the date of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Registration Statement.  The Company will provide without charge to each
  person to whom a copy of this Registration Statement is delivered, on the
  written or oral request of such person, a copy of any or all of the documents
  referred to above which have been or may be incorporated by reference into this
  Registration Statement, other than certain exhibits to such documents.
  Requests for such copies shall be directed to Shareholder Relations, Visitors
  Services International Corp., 100 Second Avenue South, Suite 1000, St.
  Petersburg, Florida 33701 (telephone: 813-895-4410).
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           COMMON STOCK.
  
           The authorized capital of the Company consists of 100,000,000 shares
  of Common Stock, $.0001 par value per share.  The holders of the shares of
  Common Stock have equal ratable rights to dividends from funds legally
  available therefore, when, as and if declared by the Board of Directors of the
  Company and entitled to share ratably in all of the assets of the Company
  available for distribution to holders of Common Stock upon the liquidation,
  dissolution or winding up of the affairs of the Company.  Common shareholders
  do not have pre-emptive, subscription or conversion rights.  There are no
  redemption provisions in the Company's Articles of Incorporation.  Common
  shareholders are entitled to one vote per share on all matters which
  shareholders are entitled to vote upon at all meetings of the shareholders.
  All shares of Common Stock to be issued in this offering, when paid for in
  accordance with the terms hereof, will be validly issued, fully paid and
  non-assessable.
  
           The Company's bylaws permit the holders of the minimum number of
  shares necessary to take action at a meeting of shareholders (normally a
  majority of the outstanding shares) to take action by written consent without a
  meeting, provided notice is given within ten days to all other shareholders.
  
           The holders of shares of Common Stock do not have cumulative voting
  rights, which means that the holders of more than 50% of such outstanding
  shares can elect all of the directors of the Company.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The law firm of Futro & Associates, P.C. (the "Firm"), has acted as
  special securities counsel to the Registrant and certain of the Selling
  Security Holders, and has given its opinion as to the validity of the issuance
  of the securities being registered hereunder.  The Firm, or certain of its
  employees, was granted stock options under the Visitors Services International
  Corp. Employee Benefit and Consulting Services Compensation Plan, effective as
  of October 3, 1996, and, upon exercise received shares of Common Stock of the
  Registrant in lieu of payment for past
  
  
  
  
  
                                         2
  <PAGE>   4
  legal services.  The shares underlying the grant of option issuable thereto
  were registered with the Registrant's Registration Statement on Form S-8 filed
  with the Securities and Exchange Commission on October 16, 1996 (File No. 333-
  14271).  In addition, the Firm was granted stock options under the Registrant's
  subsidiary, Visitors Services, Inc., Employee Benefit and Consulting Services
  Compensation Plan, adopted and assumed by the Registrant on November 18, 1996.
  The shares underlying such grant of option are being registered herewith.  As
  of the date of this Prospectus, the Firm has not exercised any of those
  options.  The Firm, or certain of its employees, may, in the future, receive
  shares of Common Stock in lieu of payment for legal services.  The Firm, or
  certain of its employees, would therefor be deemed to have a "substantial
  interest" in excess of $50,000 in the Registrant as of the date of the opinion
  through the date of effectiveness of the registration statement within the
  meaning of Rule 509 of Regulation S-K of the Securities Act of 1933, as
  amended.  (See, further, Reoffer Prospectus included herein, "INTERESTS OF
  NAMED EXPERTS AND COUNSEL".)
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 607.0831 of the Florida Business Corporations Act provides
  which eliminates or limits the personal liability of a director to the
  corporation or any other person for monetary damages for any statement, vote,
  decision, or failure to act, regarding corporate management or policy, by a
  director, unless (a) the director breached or failed to perform his duties as a
  director; and (b) the director's breach of, or failure to perform, those duties
  constitutes: (1) a violation of the criminal law, unless the director had
  reasonable cause to believe his conduct was lawful or had no reasonable cause
  to believe his conduct was unlawful.  A judgment or other final adjudication
  against a director in any criminal proceeding for a violation of the criminal
  law estops that director from contesting the fact that his breach, or failure
  to perform, constitutes a violation of the criminal law; but does not estop the
  director from establishing that he had reasonable cause to believe that his
  conduct was lawful or had no reasonable cause to believe that his conduct was
  unlawful; (2) a transaction from which the director derived an improper
  personal benefit, either directly or indirectly; (3) a circumstance under which
  the liability provisions of Section 607.0834 are applicable; (4) in a
  proceeding by or in the right of the corporation to procure a judgment in its
  favor or by or in the right of a shareholder, conscious disregard for the best
  interest of the corporation, or willful misconduct; or (5) in a proceeding by
  or in the right of someone other than the corporation or a shareholder,
  recklessness or an act or omission which was committed in bad faith or with
  malicious purpose or in a manner exhibiting wanton and willful disregard of
  human rights, safety, or property.
  
  ITEM 8. EXHIBITS.
  
  <TABLE>
  <CAPTION>
       Exhibit Number           Description
       --------------           -----------
       <S>                      <C>
            2.1                 Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitors
                                Services, Inc., dated September 26, 1996. (2)
  
            4.1                 The Company's Articles of Incorporation and Bylaws define the rights of holders of the
                                equity securities being registered. (3)
  
            5.1                 Opinion of Counsel, Futro & Associates, P.C. (1)
  
            10.2                Visitors Services, Inc. Employee Benefit and Consulting Services Compensation Plan,
                                adopted and assumed by the Registrant on November 18, 1996. (1)
  
            23.2                Consent of Counsel, Futro & Associates, P.C. (4)
  
            23.3                Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
  
            23.4                Consent of Joseph F. Morgan, Certified Public Accountant. (1)
  </TABLE>
  
  --------------------------
  
  
  
  
  
                                         3
  <PAGE>   5
  (1)      Filed herewith.
  (2)      Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
           filed on September 30, 1996.
  (3)      Incorporated by reference to Exhibits 3, 3.1, and 3.2 to the Company's
           Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
           8-K dated October 17, 1996 and filed on October 23, 1996.
  (4)      Included in Exhibit 5.1 filed herewith.
  
  ITEM 9. UNDERTAKINGS.
  
           The undersigned Company hereby undertakes:
  
  (1)      To file, during any period in which offers or sales are being made, a
           post-effective amendment to this registration statement:
  
           (i)     To include any prospectus required by Section 10(a)(3)of the
           Securities Act of 1933;
  
           (ii)    To reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most recent
           post-effective amendment thereof) which individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the registration statement;
  
           (iii)   To include any material information with respect to the plan
           of distribution not previously disclosed in the registration statement
           or any material change to such information in the registration
           statement.
  
  (2)      That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona tide offering thereof.
  
  (3)      To remove from registration by means of a post-effective amendment any
           of the securities being registered which remain unsold at the
           termination of the offering.
  
  (4)      The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the registration statement 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.
  
  (5)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 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 Securities and Exchange Commission such indemnification
           is against public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other that 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 of the
           Company in the successful defense of that 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 is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  
  
  
  
  
                                         4
  <PAGE>   6
  
  
                 REOFFER PROSPECTUS PREPARED IN ACCORDANCE WITH THE
                         REQUIREMENTS OF PART I OF FORM S-3
  
                                 (BEGINS NEXT PAGE)
  
  
  
  
  
                                         5
  <PAGE>   7
  
                        DOCUMENTS INCORPORATED BY REFERENCE
  
           The following documents are incorporated into this reoffer prospectus
  by reference and made a part hereof:  (i) Contents of the Company's Initial
  Registration Statement on Form S-8, being filed with the Securities and
  Exchange Commission concurrently herewith, of which this reoffer prospectus is
  a part; (ii)  the Company's Annual Report on Form 10-KSB for the fiscal year
  ended September 30, 1996, and the consolidated financial statements and
  schedules of the Company included therein, audited by Schumacher & Associates,
  Inc., Certified Public Accountants, as set forth in their report with respect
  thereto; and (iii) the Company's Quarterly Report on Form 10-QSB for the
  quarter ended December 31, 1996.
  
           All documents filed by the Registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
  of this post-effective amendment and prior to the filing of any other post-
  effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated in this post-effective amendment by reference and to
  be a part hereof from the date of filing of such documents.
  
           Any statement contained in the Initial Registration Statement, in a
  supplement to the Initial Registration Statement or in a document incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  of the Initial Registration Statement and this reoffer prospectus to the extent
  that a statement contained herein or in any subsequently filed supplement to
  the Initial Registration Statement or in any document that is subsequently
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of the Initial Registration Statement and
  this reoffer prospectus.
  
                                      EXHIBITS
  
  <TABLE>
  <CAPTION>
     Exhibit No.              Description
     -----------              -----------
         <S>                  <C>
         2.1                  Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitors
                              Services, Inc., dated September 26, 1996. (2)
  
         4.1                  The Company's Articles of Incorporation and Bylaws define the rights of holders of the
                              equity securities being registered. (3)
  
         5.1                  Opinion of Counsel, Futro & Associates, P.C. (not required with respect to reoffered
                              securities).
  
         10.2                 Visitors Services, Inc. Employee Benefit and Consulting Services Compensation Plan, adopted
                              and assumed by the Registrant on November 18, 1996. (1)
  
         23.2                 Consent of Counsel, Futro & Associates, P.C. (4)
  
         23.3                 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
  
         23.4                 Consent of Joseph F. Morgan, Certified Public Accountant. (1)
                                                                                           
  </TABLE>
  
  --------------------------                                                
  
  (1)      Filed herewith.
  (2)      Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
           filed on September 30, 1996.
  (3)      Incorporated by reference to Exhibits 3, 3.1, and 3.2 to the Company's
           Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
           8-K dated October 17, 1996 and filed on October 23, 1996.
  (4)      Included in Exhibit 5.1 to the Registrant's Registration Statement on
           Form S-8 filed herewith.
  
  
  REOFFER PROSPECTUS                    (i)
  <PAGE>   8
  
  
                       VISITORS SERVICES INTERNATIONAL CORP.
  
                               UP TO 1,816,750 SHARES
                           COMMON STOCK, $.0001 PAR VALUE
  
  
      All of the shares of Common Stock offered hereby are being sold by the
      Selling Security Holders, each of whom are deemed to be affiliates of the
      Company.  The shares of Common Stock being registered hereunder for reoffer
      and resale are defined as control securities and may be reoffered and
      resold on a continuous or delayed basis in the future.  See "Selling
      Security Holders."  The Company will not receive any of the proceeds from
      the sale of shares by the Selling Security Holders.  The Company is
      required to file reports pursuant to Section 15(d) of the Securities
      Exchange Act of 1934.  The Company's Common Stock is traded on the
      Electronic Bulletin Board of the National Association of Securities
      Dealers, Inc. under the trading symbol "VSIC."  On February 18, 1997, the
      closing bid and asked price was $2.50 and $3.375 per share.
  
      SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
                                   CONSIDERED
           BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
  
  
                                -----------------
                                        
  
      THESE 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.
  
  
  
  
  
                 THE DATE OF THIS PROSPECTUS IS FEBRUARY 18, 1997.
  REOFFER PROSPECTUS                    1
  <PAGE>   9
                   AVAILABLE INFORMATION AND CERTAIN DEFINITIONS
  
           The Company is a reporting company subject to the informational
  requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
  in accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Reports, proxy
  and information statements and other information filed by the Company can be
  inspected and copied at the public reference facilities, maintained by the
  Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  Copies of such
  materials 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.
  
           The Company has filed with the Securities and Exchange Commission, 450
  5th Street, N.W., Washington, D.C.  20549, a registration statement on Form S-8
  (herein, together with all amendments and exhibits thereto, the "Registration
  Statement") under the Securities Act of 1933, as amended, regarding the shares
  of the Company offered.  This Prospectus, filed as part of the Registration
  Statement, omits certain information regarding the Company and the securities
  offered.  Reference is made to the Registration Statement and the Exhibits
  filed therewith, which may be obtained from the principal office of the
  Securities and Exchange Commission at 450 Fifth Street N.W., Judiciary Plaza,
  Washington, D.C. 20549 upon request and payment of the prescribed fee.
  
           All references herein to the "Company" include Visitors Services
  International Corp. and its subsidiaries, Visitors Services, Inc. and American
  International Travel Agency, Inc.
  
  
                         DISCLOSURE OF COMMISSION POSITION
                 ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 (the "Act") may be permitted to directors, officers and
  controlling persons of the small business issuer pursuant to the foregoing
  provisions, or otherwise, the small business issuer has been advised that in
  the opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  
           In the event that a claim for indemnification against such liabilities
  (other than the payment by the small business issuer of expenses incurred or
  paid by a director, officer or controlling person of the small business issuer
  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 small business issuer 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 Securities Act and will governed by
  the final adjudication of such issue.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents are incorporated into this prospectus by
  reference and made a part hereof:
  
                   (i)  Contents of the Company's Initial Registration Statement
           on Form S-8, being filed with the Securities and Exchange Commission
           concurrently herewith, of which this reoffer prospectus is a part;
           (ii)  the Company's Annual Report on Form 10-KSB for the fiscal year
           ended September 30, 1996, and the consolidated financial statements
           and schedules of the Company included therein, audited by Schumacher &
           Associates, Inc., Certified Public Accountants, as set forth in their
           report with respect thereto; and (iii) the Company's Quarterly Report
           on Form 10-QSB for the quarter ended December 31, 1996.
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
  of this Prospectus and prior to the termination of the offering shall be deemed
  to be incorporate by reference into this Prospectus and to be a part hereof
  from the date of filing of such
  
  
  
  
  
  REOFFER PROSPECTUS                     2
  <PAGE>   10
  documents.  Any statement contained herein or in a document incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that a statement contained herein or in any
  subsequently filed document which is or is deemed to be incorporated by
  reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Prospectus.
  
           The Company will provide without charge to each person, including any
  beneficial owner, to whom a copy of this Prospectus is delivered, upon the
  written or oral request of such person, a copy of any and all of the documents
  incorporated by reference herein (other than exhibits and schedules to such
  documents, unless such exhibits or schedules are specifically incorporated by
  reference in such documents).  Requests should be directed to Visitors Services
  International Corp., Shareholder Relations Department, 100 Second Avenue South,
  Suite 1000, St. Petersburg, Florida 33701, and at (813) 895-4410.
  
  
  
  
                                 TABLE OF CONTENTS
  
  <TABLE>
           <S>                                                                                                           <C>
           AVAILABLE INFORMATION AND CERTAIN DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
           DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
           PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
           RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
           SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
           PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
           INTERESTS OF NAMED EXPERTS AND COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  </TABLE>
  
  
  
  
  
  REOFFER PROSPECTUS                     3
  <PAGE>   11
                                 PROSPECTUS SUMMARY
  
           The following summary information should be read in conjunction with,
  and is qualified in its entirety by, the detailed information and financial
  statements and related notes thereto appearing either elsewhere in this
  Prospectus or included in the Annual Report on Form 10-KSB and subsequent
  Quarterly Reports on Form 10-QSB, which are incorporated herein by reference.
  Unless otherwise indicated, all references in this Prospectus to the "Company"
  refer to Visitors Services International Corp. and its subsidiaries, Visitors
  Services, Inc. and American International Travel Agency, Inc.
  
  THE COMPANY
  
           History of the Company
  
           Visitors Services International Corp., formerly Dynasty Capital
  Corporation (the "Registrant", the "Company" or "VSIC") was a development stage
  enterprise formed under the laws of the State of Florida to evaluate, structure
  and complete a business combination in the form of a merger with, or
  acquisition of, prospects consisting of private companies, partnerships or sole
  proprietorships.  The Registrant had no business operations and no intention of
  engaging in an active business prior to a business combination with another
  enterprise.
  
           The Registrant's past activities were limited to organizational
  matters and the Registrant entered into letters of intent with two private
  business entities, neither of which resulted in the completion of a business
  combination.  The Registrant sold 2,500,000 units of $.0001 par value Common
  Stock ("Common Stock") at $.02 per unit, for total proceeds of $50,000 in a
  public offering which closed on June 8, 1987.  The Company was formed for the
  purpose of seeking potential business opportunities in the form of the
  acquisition of an existing business that has profit potential.
  
           Acquisition of Visitors Services, Inc.
  
           On September 26, 1996, Registrant executed an Agreement and Plan of
  Reorganization ("Agreement") with Visitors Services, Inc. ("VSI"), and certain
  Stockholders of VSI, pursuant to which a minimum of 80% of the issued and
  outstanding shares of VSI were to be exchanged on a one share for one share
  basis for shares of restricted stock of the Registrant, after the Registrant
  effect a 14.4 to 1 reverse stock split of the shares outstanding before the
  date of the Agreement from 10,801,000 shares down to 750,093 shares (in lieu of
  any fractional shares created as a result of the reverse stock split, each
  holder of a fractional share was issued one additional whole share).  The
  Closing Date of the Agreement was September 27, 1996, when the Registrant's
  reverse stock split was effected and certain Stockholders of VSI holding at
  least 80% of the outstanding shares of VSI executed the Agreement.  The
  "Exchange Offer" has been extended to the remaining shareholders of VSI, who
  have, as extended, until January 20, 1997, to accept the offer.  The offering
  is being made in accordance with Rule 506 of Regulation D of the Securities Act
  of 1933, as amended, or such other appropriate and available exemption(s).  By
  virtue of the reorganization, VSI becomes a subsidiary of the Registrant.
  
           Pursuant to the Agreement and Plan of Reorganization, on the Closing
  Date the Registrant's Officers and Directors resigned and designees of VSI were
  appointed to the vacated positions.  Earnest Mathis resigned as President,
  Treasurer and a Director; and Gary J. McAdam resigned as Vice President,
  Secretary and a Director.  Robert P. Gordon, Paul W. Henry and Steve McLean
  were appointed Officers and Directors.  Mr. Gordon, by virtue of the
  transaction, became a controlling shareholder of the Registrant.
  
           Acquisition of American International Travel Agency, Inc.
  
           On December 6, 1996, VSI entered into a Stock Purchase Agreement (the
  "SPA") with Phoenix Information Systems Corp. ("Phoenix") to acquire all the
  capital stock of American International Travel Agency, Inc. ("American") from
  Phoenix in exchange for 31,579 shares of Common Stock of Phoenix owned by VSI.
  This transaction was closed on December 6, 1996, subject to certain rescission
  rights described below. The consideration paid was based upon arms-length
  negotiations between VSI and Phoenix and a fair market evaluation.  Management
  
  
  
  
  
  REOFFER PROSPECTUS                     4
  <PAGE>   12
  believes entering into this SPA will provide the following benefits to VSI:
  (i) access to the major travel agency computerized reservation systems
  world-wide, and (ii) the ability to issue airline tickets.
  
           The assets of American both before and after the signed SPA will
  continue to be used as a retail travel agency located in Clearwater, Florida.
  
           American was incorporated in 1977 in the State of Florida to provide
  retail leisure travel services.  Since that time and have expanded the customer
  base to include commercial travel services.  American represents all airlines,
  tour operators and cruise and rail lines on a commission basis.
  
           During the three fiscal years ending June 30, 1994, March 31, 1995 and
  March 31, 1996, American had total revenues of $314,573, $142,753 and $405,662,
  respectively and net loss of $7,886 in 1994, net loss of $71,972 in 1995, and
  net income of $31,076 in 1996.
  
           The SPA states that the transaction is conditioned upon the subsequent
  consent of the Airlines Reporting Corporation ("ARC").  VSI and Phoenix have
  agreed that if the ARC does not consent to the change in ownership contemplated
  in the SPA, the SPA will unwind and terminate as if the transaction was never
  entered into by either party.
  
  
  DESCRIPTION OF SECURITIES TO BE REGISTERED
  
           The Company's Articles of Incorporation and Bylaws define the rights
  of holders of the Common Stock being registered, which are included as Exhibits
  3, 3.1, and 3.2 to the Company's Form 8-K dated and filed on October 15, 1996,
  and Exhibit 3.3 to Form 8-K dated October 17, 1996 and filed on October 23,
  1996.  The securities to be registered hereunder for reoffer and resale by the
  Selling Security Holders are of the same class.  The Selling Security Holders
  have or will acquire the shares of Common Stock pursuant to Registrant's
  subsidiary, Visitors Services, Inc., employee's and consultant's benefit plan,
  entitled "Visitors Services, Inc. Employee Benefit and Consulting Services
  Compensation Plan," as may be amended from time to time (the "Plan").  The
  shares to be issued pursuant to the Plan and the shares underlying any grant of
  option thereunder are being registered simultaneously herewith with the
  Securities and Exchange Commission under its initial registration statement on
  Form S-8, of which this prospectus is a part.
  
  THE OFFERING
  
  <TABLE>
           <S>                                                        <C>
           Common Stock offered by the Selling Security Holders       1,816,750
  
           Shares of Common Stock Outstanding
                   Before the Offering                                21,668,330
                   After the Offering                                 23,485,080
  
           Use of Proceeds                                            The Company will not receive any proceeds from the
                                                                      sale of shares by the Selling Security Holders
  
           Electronic Bulletin Board Symbol                           VSIC
  </TABLE>
  
  
  
  
  
  REOFFER PROSPECTUS                     5
  <PAGE>   13
                                    RISK FACTORS
  
           The Company's securities involves a high degree of risk, including,
  but not limited to, the factors described below.  An investment in the
  Company's securities should be made only by persons who can afford a loss of
  their entire investment.  Investors should consider carefully the following
  risk factors inherent in and affecting the business of the Company.
  
           1.    New Business - No Assurance of Profitability.  The Company and
  its subsidiary, Visitors Services, Inc.  ("VSI") have limited operating
  histories in the business of providing automated reservations and information
  services specifically designed to support the special needs of one or more
  "Convention & Visitors Bureaus" ("CVB's").  Potential investors should be aware
  of the difficulties encountered by a new enterprise, especially in view of the
  intense competition from existing and more established businesses which are
  also seeking to create profitable business opportunities.  Since the business
  of the Company is new, there is little upon which to base an assumption that
  the Company's plans will either materialize or prove successful, and,
  accordingly, there can be no assurance of whether or when operations will
  become profitable.
  
           2.    Limited Working Capital; Financial Instability.  For the fiscal
  years ended September 30, 1996, and 1995, the Company sustained a net loss of
  approximately $3,859,117 and $1,301,293, respectively.  These losses may
  continue for a presently undetermined time.  As of September 30, 1996, the
  Company had stockholders' equity (deficit) of $(184,079), losses that have
  accumulated through September 30, 1996 of $5,861,742 and working capital
  (deficit) of $(1,406,262).
  
           Various factors affecting the Company's operations may raise
  substantial doubt as to the Company's ability to continue as a going concern.
  There can be no assurance that the Company will be able to continue as a going
  concern or achieve sustainable revenues or profitable operations.
  
           3.    Additional Funding Required - Need for Subsequent Private
  Placements.  The Company's business will require substantial investment on a
  continuing basis to finance capital expenditures and related expenses in
  pursuit of its business plan.  Furthermore, there is no assurance that the
  Company will be able to generate additional capital on a timely basis and on
  satisfactory terms and conditions to meet its future financing needs or to
  expand into additional markets.  In connection with the further development of
  the Company's business, the Company anticipates that it will need to raise
  additional funds through subsequent private placements which will be exempt
  from registration.  Any such additional private placements will not require
  prior shareholder approval, and may be equity offerings of common stock or
  preferred stock convertible into common stock, or debt offerings of notes or
  debentures convertible into common stock.  Any subsequent private placement of
  equity securities (i.e., stock) or debt securities convertible into common
  stock would have the effect of immediately diluting the interest of the then
  existing shareholders of the Company.  Furthermore, the Company may also grant
  registration rights to investors in subsequent private placements, if any.
  
           4.    Dependence Upon CVB's Under Contract.  No assurances can be
  given that the Company and the CVB's under contract will each fulfill its
  commitments under the Reservation and Services Agreements and, if not
  fulfilled, such failure may be expected to have a material adverse effect on
  the Company's operations.  No assurances can be given that the Company will be
  successful in obtaining contracts with other CVB's and/or similar tourist
  development organizations, or that its operations will be profitable.
  
           Once a contract with a CVB (or similar tourist development
  organization) is obtained, the Company then will attempt to sign up the
  attractions and events as well as the hotels, inns, condominiums and apartments
  within the area covered by the CVB to participate in the reservation system,
  and further to obtain a sufficient inventory of rooms to meet the needs of
  prospective visitors who call the 800 number in search of accommodations. While
  the Company will attempt to obtain sufficient inventories of rooms in the
  larger CVB's, the Company can offer no assurance that new CVB's will be able to
  provide sufficient inventories to enable VSI to operate profitably.
  
           The Company is heavily dependent on CVB advertising of its 800
  reservations and information number.  Without an adequate advertising budget
  and an effective advertising campaign, there will not be enough calls to the
  
  
  
  
  
  REOFFER PROSPECTUS                     6
  <PAGE>   14
  800 number to cover both the cost of the incoming telephone calls and the
  overhead required to operate the VSI centralized service center.
  
           The Company's objective is not to book all (or even most of) the
  available hotel or other rooms in the area served by the CVB, but rather to act
  as a centralized reservations service for excess room inventory that might not
  otherwise be booked.  For the Company to succeed, it must book a sufficient
  number of these rooms to cover its cost of operations.  No assurances can be
  given that the Company's operations will be profitable and that the Company
  will be able to successfully compete in its operations.
  
           5.    Risks of Business Acquisitions.  Should the Company choose to
  develop or expand its business through one or more business acquisitions, any
  such acquisitions would be expected to be made generally in development stage
  operations.  Such businesses may have little or no operating history, may be at
  an early stage of business development, may have a history of operating losses
  (or show substantial variations in operating results from period to period) or
  may otherwise be experiencing operating, managerial or financial difficulties.
  Although such investments may offer the opportunity for significant gains, such
  investments involve a significantly higher degree of business and financial
  risk than established businesses and could result in substantial losses.
  Development stage businesses may require infusions of capital or intensive
  management oversight beyond the financial and/or managerial resources of the
  Company to support expansion, achieve or maintain a competitive position or
  otherwise attain a stage of maturity at which the Company could consider their
  profitable disposition.  As a result, the Company might experience a prolonged
  period of operating losses with respect to certain businesses or be forced to
  dispose of such businesses at a loss.  Alternatively, the Company might have to
  divert funds or managerial resources which would otherwise be devoted to
  successful operations to mitigate losses in unprofitable ventures.  The timing
  and the availability of such resources might be critical to the survival of
  such enterprises and any delay could substantially increase the potential for
  loss.  In addition, such businesses may face intense competition, including
  competition from companies with greater financial and other resources.
  Additionally, acquisitions involve a number of special risks, including the
  diversion of the Management's attention, assimilation of the operations and
  personnel of the acquired companies, operating in new geographic markets, loss
  of key employees, the difficulty of presenting a unified image, assimilation of
  the operations and/or companies of acquired companies that take longer than
  initially anticipated, failure to realize certain economies of scale that might
  otherwise have been anticipated or achieved, difficulty in consolidating
  operating facilities, interruption of business and revenues and possible
  significant expenses incurred resulting from the acquisition, all of which may
  adversely affect financial results.  There can be no assurance that these same
  problems will not confront the Company in connection with any future
  acquisitions or expansion undertaken by it.
  
           6.    Dependence Upon Software License and Software Maintenance
  Agreement with Phoenix Information Systems Corp. ("Phoenix").  Pursuant to a
  Software License and Software Maintenance Agreement between Phoenix and VSI
  (the "Software Licensing Agreement"), VSI has obtained licensing rights from
  Phoenix, an affiliated entity controlled by Robert P. Gordon, Chairman of VSIC,
  to use Phoenix's recently developed hotel reservation system to support the
  automated information and reservations needs of the CVB's under contract.
  
           VSI is dependent upon the Software Licensing Agreement for its
  operations.  In the event Phoenix would be unable to fulfill its obligations
  under such agreement, which obligations include without limitation, certain
  maintenance requirements, VSI's operations would likely be materially adversely
  affected.  Similarly, in the event VSI would be unable to fulfill its
  obligations under such agreement, this may lead to the termination of the
  Software Licensing Agreement and would likely materially adversely affect VSI's
  operations.
  
           7.    Technological Obsolescence.  The computer software field is
  characterized by rapid technological developments and advances, particularly in
  the travel industry.  Although the Company believes that its hotel reservation
  system is expected to be technically and economically competitive and it is
  anticipated that it will not become obsolete for the foreseeable future, it is
  possible that intervening development of new technology and/or new systems
  could render all or part of the Company's Phoenix-Hotel System virtually
  obsolete at any time.
  
           8.    Conflicts of Interest.  Robert P. Gordon and Paul W. Henry are
  full-time employees, executive officers and/or directors of Phoenix and its
  subsidiaries.  In addition, Robert P. Gordon is the owner of Harvest
  
  
  
  
  
  REOFFER PROSPECTUS                     7
  <PAGE>   15
  International of America, Inc.  Robert P. Gordon has represented to Phoenix and
  its shareholders that he will not directly or indirectly enter into other
  travel business activities in competition with Phoenix unless first presenting
  the corporate opportunity to Phoenix to avoid possible conflicts of interest.
  In June 1993, Mr. Gordon presented Phoenix's then disinterested Board of
  Directors consisting of Robert Baranek and Paul Henry the opportunity for
  Phoenix to acquire VSI and such proposal was rejected by such disinterested
  directors.  Possible conflicts of interest may arise in the future in
  connection with the performance of the duties of the Company's officers and/or
  directors.  Such potential conflicts of interest may include, among other
  things, time, effort and corporate opportunity.  As no policy has been
  established by the Company for the resolution of any such conflicts, the
  Company may be adversely affected should such persons choose to place their
  other business interests before that of the Company.
  
           9.    Non-Exclusivity of Officers and Directors.  Several of the
  Company's Officers and Directors are engaged in other activities and endeavors,
  and thus devote less than full time to the Company's activities. Furthermore,
  the Officers and Directors reserve the right to engage in other activities that
  may compete with the Company, including investing in or serving as officers or
  directors of other entities having similar objectives.  Because the Directors
  may engage in operations independent of the Company, their activities may
  conflict with those of the Company.  In dealing with any potential conflicts
  which may arise as a result of their outside activities, the Officers and
  Directors will attempt to conduct themselves in accordance with their fiduciary
  obligations to the Company.
  
           10.   Competition.  Companies with greater financial resources and
  experience could acquire or develop the necessary reservations software and
  then obtain contracts with one or more CVB's and enter into competition with
  the Company.  Furthermore, the Company faces competition from those that are
  now booking accommodations, including, but not limited to: the hotels, inns,
  and condominium and apartment owners themselves and their appointed sales
  agents; as well as travel agents and tour operators who book accommodations
  directly and not through the CVB's 800 number.  In fact, the Company's
  objective is not to book all (or even most of) the available hotel or other
  rooms in the area served by the CVB, but rather to act as a centralized
  reservations service for excess room inventory that might not otherwise be
  booked.  For the Company to succeed, it must book a sufficient number of these
  rooms to cover its cost of operations. No assurances can be given that the
  Company's operations will be profitable and that the Company will be able to
  successfully compete in its operations.
  
           11.   Control by Officers, Directors and Principal Stockholders. The
  Company's current officers and directors beneficially own a majority of the
  outstanding Common Stock.  Since the Company's Certificate of Incorporation
  does not provide for cumulative voting, the holders of more than 50% of the
  outstanding shares can elect all of the directors if they choose to do so, in
  which event the holders of the remaining shares cannot elect any directors.
  Accordingly, these persons, individually and as a group, will be able to
  effectively control the Company and direct its affairs and business, including
  any determination with respect to the acquisition or disposition of assets by
  the Company, future issuances of Common Stock or other securities by the
  Company, declaration of dividends on the Common Stock, and the election of
  directors.  Such concentration of ownership may also have the effect of
  delaying, deferring, or preventing a change in control of the Company.
  
           12.   Copyrights and Trademarks.  Phoenix applied for federal
  registration of the trademark "Phoenix-Hotel", which is the hotel reservation
  system licensed to VSI with the United States Patent and Trademark office.
  Although such trademark has been granted, no assurances can be given that such
  trademark for Phoenix-Hotel will enhance VSI's rights to use such trademark and
  stop others from infringing upon such trademark.
  
           Phoenix does have registered copyright protection for its hotel
  software programs.  However, copyright protection affords only limited
  practical protection against duplication of the media embodying the programs.
  Although such copyright has been granted by the United States Copyright Office,
  no assurances can be given that such copyright will afford Phoenix or VSI as
  licensee any practical protection.
  
           13.   Indemnification and Limitation of Directors' Liability.  The
  Company's By-Laws provide that the Company shall indemnify in the manner and to
  the extent permitted by law, any person (or that person's testator or intestate
  successor) made or threatened to be made a party to any action or proceeding,
  whether domestic or foreign, civil or criminal, judicial or administrative, or
  federal or state, by reason of the fact that the person was a director or
  
  
  
  
  
  REOFFER PROSPECTUS                     8
  <PAGE>   16
  officer of the Corporation or served any other corporation in any capacity at
  the request of the Corporation, in the manner and to the extent permitted by
  law.  Further, the Company has entered into an agreement with three of its
  executive officers and may enter into agreements with its other officers and
  directors to indemnify and hold such persons harmless, to the maximum extent
  permitted by law, if it all, in the event any claims or legal actions are
  brought against such person arising out of his acts or decisions done or made
  in the authorized scope of such person's employment or position with the
  Company.
  
           The Company currently does not have officer and director liability
  insurance and no assurances can be given that such insurance will be obtained
  by the Company due to the expensive cost of such coverage or, if applied for,
  that the Company will qualify for such insurance.
  
           The General Corporation Law of Florida eliminates the personal
  liability of its directors to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty of loyalty and care as a director, unless:
  (a) the director breached or failed to perform his duties as a director; and
  (b) the directors breach of, or failure to perform, those duties constitutes:
  (i) a violation of the criminal law, unless the director had reasonable cause
  to believe his conduct was lawful or had no reasonable cause to believe his
  conduct was unlawful; (ii) a transaction from which the director derived an
  improper person benefit, either directly or indirectly; (iii) a circumstance
  under which a director votes for or assents to an unlawful distribution; (iv)
  in a proceeding by or in the right of the corporation to procure a judgment in
  its favor or in the right of a shareholder, conscious disregard for the best
  interests of the Company, or willful misconduct; or (v) in a proceeding by or
  in the right of someone other than the Company or a shareholder with,
  recklessness or an act of omission which was committed in bad faith or with
  malicious purpose or in a manner exhibiting wanton and willful disregard of
  human rights, safety or property.
  
           The Company has been advised that it is the position of the Securities
  and Exchange Commission that insofar as the foregoing provisions may be invoked
  to disclaim liability for damages arising under the Securities Laws, that such
  provisions are against public policy as expressed in the Securities Laws and
  are therefore unenforceable.
  
           14.   Preferred Stock.  The Company's Articles of Incorporation
  authorize 10,000,000 shares of Preferred Stock, $.001 par value.  None are
  issued to date.  The Preferred Stock may be issued in a series from time to
  time with such designation, rights, preferences and limitations as the Board of
  Directors of the Company may determine by resolution.  In addition, such
  Preferred Stock could have other rights, including voting and economic rights
  senior to the Common Stock so that the issuance of such stock could adversely
  affect the market value of the Common Stock.  The creation of one or more
  series of Preferred Stock also may have the effect of delaying, deferring or
  preventing a change in control of the Company without any action by
  shareholders.
  
           15.   Limited Public Market.  Management believes there has been only
  limited trading in the Company's Common Stock.  There is no assurance that the
  Common shares will continue to be listed or that any liquidity exists for the
  Company's shareholders.
  
           16.   No Dividends on Common Stock and None Anticipated.  The payment
  by the Company of cash dividends, if any, in the future rests within the
  discretion of its Board of Directors and will depend, among other things, upon
  the Company's earnings, its capital requirements and its financial condition,
  as well as other relevant factors.  The Company has not paid or declared any
  cash dividends upon its Common Stock since its inception and by reason of its
  present financial status and its contemplated future financial requirements
  does not contemplate or anticipate making any cash distributions upon its
  Common Stock in the foreseeable future.
  
           17.   Future Issuances of Common Stock Pursuant to Non-Statutory Stock
  Option Plans.  The Company has reserved for issuance up to 7,945,000 shares of
  the Company's Common Stock, to be issued to officers, directors, employees and
  consultants pursuant to non-statutory stock option plans.  The issuance of
  such shares will have the effect of diluting the percentage ownership of the
  then existing shareholders.
  
           18.   Future Sales of Common Stock by Management and Others.  Future
  sales of Common Stock by management and others may be made pursuant to and in
  compliance with the provisions of Rule 144 of the 1933
  
  
  
  
  
  REOFFER PROSPECTUS                     9
  <PAGE>   17
  Act.  In general, under Rule 144, a person who has satisfied a two-year holding
  period may, under certain circumstances, sell within any three-month period a
  number of shares which does not exceed the greater of one percent of the then
  outstanding shares of Common Stock or the average weekly trading volume in
  shares during the four calendar weeks immediately prior to such sale.  Rule 144
  also permits under certain circumstances, the sale of shares without any
  quantity or other limitation by a person who is not an affiliate of the Company
  and who has satisfied a three-year holding period.  Future sales of such shares
  made under Rule 144 may have an adverse effect on the then prevailing market
  price, if any, of the Common Stock and adversely affect the Company's ability
  to obtain future financing in the capital markets as well as create a potential
  market overhang.
  
           19.   Business Risks in General.  The principal risk associated with
  an investment in the Company as with an investment in any business, is the
  possible inability of the Company to generate revenues which are sufficient to
  pay its operating expenses and debt service, and of the remaining portion, if
  any, of such revenues, together with proceeds from the sale, if any, of Company
  operations, to provide an acceptable rate of return to investors.  The Company
  will derive a large portion of its revenues from customer payments.  Therefore,
  investments in the Company, are affected by the state of the economy and
  business conditions in general.  Among the factors which can affect the
  Company's business are (i) general economic conditions, including recession,
  inflation, fluctuations in general or local business conditions and unstable or
  adverse credit markets; (ii) increases in operating expenses, including
  expenses related to the construction, operation and maintenance of capital
  systems and programming, as well as the cost of marketing the services of the
  Company; (iii) changes in governmental regulation affecting the Company,
  including increased taxation and increased regulation which could increase
  operating costs and reduce revenues of the Company; (iv) work stoppages or
  other labor difficulties; and (v) property and casualty losses which insurance
  does not adequately cover.
  
  
  
  
  
  REOFFER PROSPECTUS                     10
  <PAGE>   18
                              SELLING SECURITY HOLDERS
  
           The following table sets forth all persons eligible to resell and the
  amounts of securities available to be resold, if known at the date of this
  Prospectus, whether or not they have a present intent to do so.  Reoffer and
  resales of the following securities may be made on a continuous or delayed
  basis in the future.  The shares of Common Stock being registered hereunder for
  reoffer and resale are defined as control securities and have been or will be
  acquired by the Selling Security Holders, each of whom are deemed to be
  affiliates of the Company, pursuant to the Registrant's Consulting and Services
  Compensation Agreement.
  
  <TABLE>
  <CAPTION>
                                               Relationship with     Number of Shares     Number of Shares       Percentage of
                   Name and address of         Registrant within    beneficially owned      which may be      Shares beneficially
                   Selling Stockholder          past three years    before the offering  offered for resale   owned after offering
                   -------------------          ----------------    ---------- --------  ----------- ------   ----------- --------
                                                                                                                            
                                                                                                                            
                   <S>                                <C>               <C>                 <C>                       <C>
                   Stephen G. McLean                  (1)               33,333 (2)           500,000 (2)              2.2
                   Suite 1000
                   100 Second Ave. South
                   St. Petersburg, FL 33701
  
                   Paul W. Henry                      (3)               35,000 (4)           153,360 (4)               *
                   Suite 1000
                   100 Second Ave. South
                   St. Petersburg, FL 33701
  
                   Persons unknown to                 (5)                   (5)             1,163,390 (5)             (5)
                   Registrant
  </TABLE>
  --------------------------
  
  *  Indicates less than 1%.
  
  (1)   Mr. McLean is Chief Executive Officer and a Director and has been
        affiliated with the Registrant since September 26, 1996.  Mr. McLean
        joined the Registrant's subsidiary, Visitors Services, Inc., in early
        1996 as Chief Executive Officer.  Previously, he was Corporate Vice
        President-Worldwide Marketing for Indigo NV, an innovative,
        high-technology printing and marketing communications company.  At
        Indigo, Mr. McLean was responsible for the domestic and foreign marketing
        strategy of one of the fastest growing publicly traded companies in the
        United States. Mr. McLean was also instrumental in formulating the
        successful launch strategy for the E-Print 1000, the world's first
        digital offset printing press.  Prior to joining Indigo, Mr. McLean held
        various executive positions at Scitex America Corporation, including Vice
        President-Strategic Planning, Vice President-Marketing and Vice
        President-National Division.  Under Mr. McLean's direction, Scitex's
        National Division grew from start-up to $80 million in revenues in two
        years through developing previously unpenetrated markets in the printing
        and publishing industry.  Mr. McLean holds B.S. and J.D. degrees from
        Suffolk University in Boston as well as an MBA from Northeastern
        University.
  
  (2)   Mr. McLean individually owns 33,333 shares of the Registrant's common
        stock.  Mr. McLean was granted 500,000 options to purchase the
        Registrant's common stock under the Registrant's subsidiary, Visitors
        Services, Inc., Employee Benefit and Consulting Services Compensation
        Plan which was adopted and assumed by the Registrant on November 18,
        1996.  The options expire on January 31, 2000.  The shares underlying the
        500,000 options are being registered hereunder for possible reoffer and
        resale, which may be made on a continuing or delayed basis in the future.
        At the date of this prospectus, Mr. McLean has not exercised any of the
        500,000 options.  Additionally, on October 4, 1996, Mr.  McLean was
        granted 225,000 options to purchase the Registrant's common stock under
        the Visitors Services International Corp. Employee Benefit and Consulting
        Services Compensation Plan.  The 225,000 options are exercisable until
        October 3, 1999.  The shares underlying the 225,000 options were
        registered pursuant to Post Effective Amendment No. 1 to the Registrant's
        Registration Statement on Form S-8 filed with the SEC on February 19,
        1997 for possible reoffer and resale, which may be made on a continuing
        or delayed basis in the future.  At the date of this prospectus, Mr.
        McLean has not exercised any of the 225,000 options.
  
  
  
  
  
  REOFFER PROSPECTUS                     11
  <PAGE>   19
  
  (3)   Mr. Henry is Secretary, Treasurer and a Director and has been affiliated
        with the Registrant since September 26, 1996.  Mr. Henry joined the
        Registrant's subsidiary, Visitors Services, Inc., as a Director on March
        1, 1996.  Mr.  Henry has been Secretary and a Director of Phoenix
        Information Systems Corp. and Phoenix Systems Group, Inc. since April
        1992.  During the past ten years, Mr. Henry has been an independent
        financial consultant.  From 1991 to 1992, he was retained by Essex
        Investment Management Company, an institutional money management firm.
        From 1988 to 1991, Mr. Henry was retained by the Caithness Corporation, a
        natural resources development company.  From 1988 to 1989 he was an
        advisor to Veronex Resources, an international oil and gas exploration
        company.  From 1987 to 1989, Mr. Henry served as a consultant to Harvest
        International of America, Inc.
  
  (4)   Mr. Henry individually owns 35,000 shares of the Registrant's common
        stock.  Mr. Henry was granted 153,360 options to purchase the
        Registrant's common stock under the Registrant's subsidiary, Visitors
        Services, Inc., Employee Benefit and Consulting Services Compensation
        Plan which was adopted and assumed by the Registrant on November 18,
        1996.  The options expire on February 28, 2001.  The shares underlying
        the 153,360 options are being registered hereunder for possible reoffer
        and resale, which may be made on a continuing or delayed basis in the
        future.  At the date of this prospectus, Mr. Henry has not exercised any
        of the 153,360 options.  Additionally, on October 4, 1996, Mr.  Henry was
        granted 45,000 options to purchase the Registrant's common stock under
        the Visitors Services International Corp. Employee Benefit and Consulting
        Services Compensation Plan.  The 45,000 options are exercisable until
        October 3, 1999.  The shares underlying the 45,000 options were
        registered pursuant to Post Effective Amendment No. 1 to the Registrant's
        Registration Statement on Form S-8 filed with the SEC on February 19,
        1997 for possible reoffer and resale, which may be made on a continuing
        or delayed basis in the future.  At the date of this prospectus, Mr.
        Henry has not exercised any of the 45,000 options.
  
  (5)   As the names of the Selling Security Holders and the amounts of the
        Shares to be reoffered become known, the Registrant will supplement this
        Prospectus with such information.
  
                                PLAN OF DISTRIBUTION
  
           All of the shares of Common Stock offered hereby are being sold or
  will be sold by the Selling Security Holders and may be offered through the
  selling efforts of brokers or dealers unknown to the Registrant.  Each of the
  Selling Security Holders are deemed affiliates of the Company and are thereby
  subject to the volume limitations imposed on affiliates and control securities
  by Rule 144 of the Securities Act of 1933, as amended, and may further be
  subject to internal restrictions or volume limitations on resale imposed on
  them by the Board of Directors of the Registrant.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           The law firm of Futro & Associates, P.C. (the "Firm"), has acted as
  special securities counsel to the Registrant and certain of the Selling
  Security Holders, and has given its opinion as to the validity of the issuance
  of the securities being registered hereunder.  The Firm, or certain of its
  employees, was granted stock options under the Visitors Services International
  Corp. Employee Benefit and Consulting Services Compensation Plan, effective as
  of October 3, 1996, and, upon exercise received shares of Common Stock of the
  Registrant in lieu of payment for past legal services.  The shares underlying
  the grant of option issuable thereto were registered with the Registrant's
  Registration Statement on Form S-8 filed with the Securities and Exchange
  Commission on October 16, 1996 (File No. 333-14271).  In addition, the Firm was
  granted stock options under the Registrant's subsidiary, Visitors Services,
  Inc., Employee Benefit and Consulting Services Compensation Plan, adopted and
  assumed by the Registrant on November 18, 1996.  The shares underlying such
  grant of option are being registered herewith.  As of the date of this
  Prospectus, the Firm has not exercised any of those options.  The Firm, or
  certain of its employees, may, in the future, receive shares of Common Stock in
  lieu of payment for legal services.  The Firm, or certain of its employees,
  would therefor be deemed to have a "substantial interest" in excess of $50,000
  in the Registrant as of the date of the opinion through the date of
  effectiveness of the registration statement within the meaning of Rule 509 of
  Regulation S-K of the Securities Act of 1933, as amended.
  
  
  
  
  
  REOFFER PROSPECTUS                     12
  <PAGE>   20
  NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR MAKE ANY
  REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
  MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
  AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
  SOLICITATION OF AN OFFER TO BUY ANY  SECURITY OTHER THAN THE SHARES OFFERED BY
  THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
  SHARES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
  OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
  PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
  IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
  THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
  SUBSEQUENT TO ITS DATE.
  
  
  
  
  
  REOFFER PROSPECTUS                     13
  <PAGE>   21
  
                                     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-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of St. Petersburg, State of Florida, on February
  18, 1997.
  
  
                                          VISITORS SERVICES INTERNATIONAL CORP.
  
  
  
                                          By:  /s/ Robert P. Gordon
                                             ---------------------------------
                                             Robert P. Gordon, Chairman, Chief 
                                             Financial and Accounting Officer, 
                                             Director                          
  
                                          Date:  February 18, 1997
  
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  
                                           By:  /s/ Robert P. Gordon            
                                              ----------------------------------
                                              Robert P. Gordon, Chairman, Chief 
                                              Financial and Accounting Officer, 
                                              Director                         
                                                                               
                                           Date:  February 18, 1997            
                                                                               
                                                                               
                                                                               
                                           By:  /s/ Stephen G. McLean          
                                              ----------------------------------
                                              Stephen G. McLean, Chief 
                                              Executive Officer, Director       
                                                                                
                                           Date:  February 18, 1997             
                                                                                
                                                                                
                                                                                
                                           By:  /s/ Paul W. Henry               
                                              ----------------------------------
                                              Paul W. Henry, Secretary, Treasurer,
                                              Director                      
                                                                                
                                           Date:  February 18, 1997             
  <PAGE>   22
  
                                   EXHIBIT INDEX
  
  
     Exhibit No.              Description
  
         2.1                  Agreement and Plan of Reorganization between
                              Dynasty Capital Corporation and Visitors Services,
                              Inc., dated September 26, 1996. (2)
  
         4.1                  The Company's Articles of Incorporation and Bylaws
                              define the rights of holders of the equity
                              securities being registered. (3)
  
         5.1                  Opinion of Counsel, Futro & Associates, P.C. (1)
  
         10.2                 Visitors Services, Inc. Employee Benefit and
                              Consulting Services Compensation Plan, adopted and
                              assumed by the Registrant on November 18, 1996. (1)
  
         23.2                 Consent of Counsel, Futro & Associates, P.C. (4)
  
         23.3                 Consent of Schumacher & Associates, Inc., Certified
                              Public Accountants. (1)
  
         23.4                 Consent of Joseph F. Morgan, Certified Public
                              Accountant. (1)
  
  __________________________
  
  (1)      Filed herewith.
  (2)      Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
           filed on September 30, 1996.
  (3)      Incorporated by reference to Exhibits 3, 3.1, 3.2 and to the Company's
           Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
           8-K dated October 17, 1996 and filed on October 23, 1996.
  (4)      Included in Exhibit 5.1 filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "VISITORS SERVICES INT'L FORM S-8", "secsgml_size_bytes": 77015}]
metadata_filer: {"company-data": {"conformed-name": "VISITORS SERVICES INTERNATIONAL CORP", "cik": "0000808713", "assigned-sic": "6770", "irs-number": "592773602", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22093", "film-number": "97539834"}, "business-address": {"street1": "100 SECOND AVENUE SOUTH", "street2": "SUITE 1000", "city": "ST PETERSBURG", "state": "FL", "zip": "33701", "phone": "8138954410"}, "mail-address": {"street1": "100 SECOND AVENUE SOUTH", "street2": "STE 1000", "city": "ST PETERSBURG", "state": "FL", "zip": "33701"}, "former-company": {"former-conformed-name": "DYNASTY CAPITAL CORP", "date-changed": "19941026"}}
text: 1
  
     As filed with the Securities and Exchange Commission on February 20, 1997
  
                                                  Registration No. 
                                                                   --------------
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                      Visitors Services International Corp.
  -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  Florida                                                                  59-2773602               
  -------------------------------------------------------------------------------------------------------------------------
  (State or other jurisdiction of incorporation or organization)                    (I.R.S. Employer Identification No.)
  
  100 Second Avenue South, Suite 1000, St. Petersburg, Florida                                                       33701 
  -------------------------------------------------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                                                                       (Zip Code)
  Visitors Services, Inc. Employee Benefit and
                      Consulting Services Compensation Plan
  -------------------------------------------------------------------------------
                             (Full title of the plan)
  
              Robert P. Gordon, 100 Second Avenue South, Suite 1000,
                          St. Petersburg, Florida 33701
  -------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (813) 895-4410
  -------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
      Title of securities       Amount to be         offering price       aggregate offering        Amount of
       to be registered          registered             per share               price           registration fee(1)
  ------------------------------------------------------------------------------------------------------------------
  Common Stock,           5,000,000               $2.9375            $14,687,500.00          $4,450.76
       $.0001 Par Value (2)                                                                  
  ------------------------------------------------------------------------------------------------------------------
            TOTALS               5,000,000                                  $14,687,500.00          $4,450.76
  ------------------------------------------------------------------------------------------------------------------
  (1) The fee with respect to these shares has been calculated pursuant to Rule
      457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
      as amended, and based upon the average of the bid and asked price per share
      of the Registrant's common stock on a date within five (5) days prior to
      the date of filing of this Registration Statement, as reported on the
      National Association of Securities Dealers, Inc.'s Electronic Bulletin
      Board.
  
  (2) To be issued, at the sole discretion of the Registrant, as Direct Shares,
      or Shares underlying options granted to and to be granted, under the
      Visitors Services, Inc. (the Registrant's subsidiary) Employee Benefit and
      Consulting Services Compensation Plan, adopted and assumed by the
      Registrant on November 18, 1996.
  
      The Exhibit Index begins on page 22 of the sequentially numbered copy of
  this Registration Statement that has 35 total pages.
  2
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
           The document(s) containing the information concerning the employee
  benefit plan of the Registrant's subsidiary, Visitors Services, Inc., entitled
  Visitors Services, Inc. Employee Benefit and Consulting Services Compensation
  Plan, adopted and assumed by the Registrant on November 18, 1996 (the "Plan"),
  required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and the statement of availability of registrant
  information, employee benefit plan annual reports and other information
  required by Item 2 of Form S-8 will be sent or given to participants as
  specified by Rule 428.  In accordance with Rule 428 and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities and
  Exchange Commission (the "Commission") either as part of this registration
  statement on Form S-8 (the "Registration Statement") or as prospectuses or
  prospectus supplements pursuant to Rule 424.  Visitors Services International
  Corp., a Florida corporation (the "Registrant" or the "Company"), shall
  maintain a file of such documents in accordance with the provisions of Rule
  428.  Upon request, the Company shall furnish to the Commission or its staff a
  copy or copies of all of the documents included in such file.
  
                                         1
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The content of the Company's Annual Report on Form 10-KSB for the
  fiscal year ended September 30, 1996, Quarterly Report on Form 10-QSB for the
  quarterly period ended December 31, 1996, and Current Reports on Form 8-K dated
  September 30, 1996, October 15, 1996, and October 17, 1996, are incorporated by
  reference into this Registration Statement.  All documents filed by the Company
  with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
  Exchange Act after the date of this Registration Statement and prior to the
  termination of the offering shall be deemed to be incorporated by reference
  into this Registration Statement and to be a part hereof from the date of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Registration Statement.  The Company will provide without charge to each
  person to whom a copy of this Registration Statement is delivered, on the
  written or oral request of such person, a copy of any or all of the documents
  referred to above which have been or may be incorporated by reference into this
  Registration Statement, other than certain exhibits to such documents.
  Requests for such copies shall be directed to Shareholder Relations, Visitors
  Services International Corp., 100 Second Avenue South, Suite 1000, St.
  Petersburg, Florida 33701 (telephone: 813-895-4410).
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           COMMON STOCK.
  
           The authorized capital of the Company consists of 100,000,000 shares
  of Common Stock, $.0001 par value per share.  The holders of the shares of
  Common Stock have equal ratable rights to dividends from funds legally
  available therefore, when, as and if declared by the Board of Directors of the
  Company and entitled to share ratably in all of the assets of the Company
  available for distribution to holders of Common Stock upon the liquidation,
  dissolution or winding up of the affairs of the Company.  Common shareholders
  do not have pre-emptive, subscription or conversion rights.  There are no
  redemption provisions in the Company's Articles of Incorporation.  Common
  shareholders are entitled to one vote per share on all matters which
  shareholders are entitled to vote upon at all meetings of the shareholders.
  All shares of Common Stock to be issued in this offering, when paid for in
  accordance with the terms hereof, will be validly issued, fully paid and
  non-assessable.
  
           The Company's bylaws permit the holders of the minimum number of
  shares necessary to take action at a meeting of shareholders (normally a
  majority of the outstanding shares) to take action by written consent without a
  meeting, provided notice is given within ten days to all other shareholders.
  
           The holders of shares of Common Stock do not have cumulative voting
  rights, which means that the holders of more than 50% of such outstanding
  shares can elect all of the directors of the Company.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The law firm of Futro & Associates, P.C. (the "Firm"), has acted as
  special securities counsel to the Registrant and certain of the Selling
  Security Holders, and has given its opinion as to the validity of the issuance
  of the securities being registered hereunder.  The Firm, or certain of its
  employees, was granted stock options under the Visitors Services International
  Corp. Employee Benefit and Consulting Services Compensation Plan, effective as
  of October 3, 1996, and, upon exercise received shares of Common Stock of the
  Registrant in lieu of payment for past
  
                                         2
  4
  legal services.  The shares underlying the grant of option issuable thereto
  were registered with the Registrant's Registration Statement on Form S-8 filed
  with the Securities and Exchange Commission on October 16, 1996 (File No. 333-
  14271).  In addition, the Firm was granted stock options under the Registrant's
  subsidiary, Visitors Services, Inc., Employee Benefit and Consulting Services
  Compensation Plan, adopted and assumed by the Registrant on November 18, 1996.
  The shares underlying such grant of option are being registered herewith.  As
  of the date of this Prospectus, the Firm has not exercised any of those
  options.  The Firm, or certain of its employees, may, in the future, receive
  shares of Common Stock in lieu of payment for legal services.  The Firm, or
  certain of its employees, would therefor be deemed to have a "substantial
  interest" in excess of $50,000 in the Registrant as of the date of the opinion
  through the date of effectiveness of the registration statement within the
  meaning of Rule 509 of Regulation S-K of the Securities Act of 1933, as
  amended.  (See, further, Reoffer Prospectus included herein, "INTERESTS OF
  NAMED EXPERTS AND COUNSEL".)
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 607.0831 of the Florida Business Corporations Act provides
  which eliminates or limits the personal liability of a director to the
  corporation or any other person for monetary damages for any statement, vote,
  decision, or failure to act, regarding corporate management or policy, by a
  director, unless (a) the director breached or failed to perform his duties as a
  director; and (b) the director's breach of, or failure to perform, those duties
  constitutes: (1) a violation of the criminal law, unless the director had
  reasonable cause to believe his conduct was lawful or had no reasonable cause
  to believe his conduct was unlawful.  A judgment or other final adjudication
  against a director in any criminal proceeding for a violation of the criminal
  law estops that director from contesting the fact that his breach, or failure
  to perform, constitutes a violation of the criminal law; but does not estop the
  director from establishing that he had reasonable cause to believe that his
  conduct was lawful or had no reasonable cause to believe that his conduct was
  unlawful; (2) a transaction from which the director derived an improper
  personal benefit, either directly or indirectly; (3) a circumstance under which
  the liability provisions of Section 607.0834 are applicable; (4) in a
  proceeding by or in the right of the corporation to procure a judgment in its
  favor or by or in the right of a shareholder, conscious disregard for the best
  interest of the corporation, or willful misconduct; or (5) in a proceeding by
  or in the right of someone other than the corporation or a shareholder,
  recklessness or an act or omission which was committed in bad faith or with
  malicious purpose or in a manner exhibiting wanton and willful disregard of
  human rights, safety, or property.
  
  ITEM 8. EXHIBITS.
  Exhibit Number           Description
       --------------           -----------
  2.1                 Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitors
                                Services, Inc., dated September 26, 1996. (2)
  
            4.1                 The Company's Articles of Incorporation and Bylaws define the rights of holders of the
                                equity securities being registered. (3)
  
            5.1                 Opinion of Counsel, Futro & Associates, P.C. (1)
  
            10.2                Visitors Services, Inc. Employee Benefit and Consulting Services Compensation Plan,
                                adopted and assumed by the Registrant on November 18, 1996. (1)
  
            23.2                Consent of Counsel, Futro & Associates, P.C. (4)
  
            23.3                Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
  
            23.4                Consent of Joseph F. Morgan, Certified Public Accountant. (1)
  --------------------------
  
                                         3
  5
  (1)      Filed herewith.
  (2)      Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
           filed on September 30, 1996.
  (3)      Incorporated by reference to Exhibits 3, 3.1, and 3.2 to the Company's
           Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
           8-K dated October 17, 1996 and filed on October 23, 1996.
  (4)      Included in Exhibit 5.1 filed herewith.
  
  ITEM 9. UNDERTAKINGS.
  
           The undersigned Company hereby undertakes:
  
  (1)      To file, during any period in which offers or sales are being made, a
           post-effective amendment to this registration statement:
  
           (i)     To include any prospectus required by Section 10(a)(3)of the
           Securities Act of 1933;
  
           (ii)    To reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most recent
           post-effective amendment thereof) which individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the registration statement;
  
           (iii)   To include any material information with respect to the plan
           of distribution not previously disclosed in the registration statement
           or any material change to such information in the registration
           statement.
  
  (2)      That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona tide offering thereof.
  
  (3)      To remove from registration by means of a post-effective amendment any
           of the securities being registered which remain unsold at the
           termination of the offering.
  
  (4)      The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the registration statement 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.
  
  (5)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 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 Securities and Exchange Commission such indemnification
           is against public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other that 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 of the
           Company in the successful defense of that 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 is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  
                                         4
  6
  
                 REOFFER PROSPECTUS PREPARED IN ACCORDANCE WITH THE
                         REQUIREMENTS OF PART I OF FORM S-3
  
                                 (BEGINS NEXT PAGE)
  
                                         5
  7
  
                        DOCUMENTS INCORPORATED BY REFERENCE
  
           The following documents are incorporated into this reoffer prospectus
  by reference and made a part hereof:  (i) Contents of the Company's Initial
  Registration Statement on Form S-8, being filed with the Securities and
  Exchange Commission concurrently herewith, of which this reoffer prospectus is
  a part; (ii)  the Company's Annual Report on Form 10-KSB for the fiscal year
  ended September 30, 1996, and the consolidated financial statements and
  schedules of the Company included therein, audited by Schumacher & Associates,
  Inc., Certified Public Accountants, as set forth in their report with respect
  thereto; and (iii) the Company's Quarterly Report on Form 10-QSB for the
  quarter ended December 31, 1996.
  
           All documents filed by the Registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
  of this post-effective amendment and prior to the filing of any other post-
  effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated in this post-effective amendment by reference and to
  be a part hereof from the date of filing of such documents.
  
           Any statement contained in the Initial Registration Statement, in a
  supplement to the Initial Registration Statement or in a document incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  of the Initial Registration Statement and this reoffer prospectus to the extent
  that a statement contained herein or in any subsequently filed supplement to
  the Initial Registration Statement or in any document that is subsequently
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of the Initial Registration Statement and
  this reoffer prospectus.
  
                                      EXHIBITS
  Exhibit No.              Description
     -----------              -----------
  2.1                  Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitors
                              Services, Inc., dated September 26, 1996. (2)
  
         4.1                  The Company's Articles of Incorporation and Bylaws define the rights of holders of the
                              equity securities being registered. (3)
  
         5.1                  Opinion of Counsel, Futro & Associates, P.C. (not required with respect to reoffered
                              securities).
  
         10.2                 Visitors Services, Inc. Employee Benefit and Consulting Services Compensation Plan, adopted
                              and assumed by the Registrant on November 18, 1996. (1)
  
         23.2                 Consent of Counsel, Futro & Associates, P.C. (4)
  
         23.3                 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)
  
         23.4                 Consent of Joseph F. Morgan, Certified Public Accountant. (1)
  --------------------------                                                
  
  (1)      Filed herewith.
  (2)      Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
           filed on September 30, 1996.
  (3)      Incorporated by reference to Exhibits 3, 3.1, and 3.2 to the Company's
           Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
           8-K dated October 17, 1996 and filed on October 23, 1996.
  (4)      Included in Exhibit 5.1 to the Registrant's Registration Statement on
           Form S-8 filed herewith.
  
  REOFFER PROSPECTUS                    (i)
  8
  
                       VISITORS SERVICES INTERNATIONAL CORP.
  
                               UP TO 1,816,750 SHARES
                           COMMON STOCK, $.0001 PAR VALUE
  
      All of the shares of Common Stock offered hereby are being sold by the
      Selling Security Holders, each of whom are deemed to be affiliates of the
      Company.  The shares of Common Stock being registered hereunder for reoffer
      and resale are defined as control securities and may be reoffered and
      resold on a continuous or delayed basis in the future.  See "Selling
      Security Holders."  The Company will not receive any of the proceeds from
      the sale of shares by the Selling Security Holders.  The Company is
      required to file reports pursuant to Section 15(d) of the Securities
      Exchange Act of 1934.  The Company's Common Stock is traded on the
      Electronic Bulletin Board of the National Association of Securities
      Dealers, Inc. under the trading symbol "VSIC."  On February 18, 1997, the
      closing bid and asked price was $2.50 and $3.375 per share.
  
      SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
                                   CONSIDERED
           BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
  
                                -----------------
                                        
  
      THESE 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.
  
                 THE DATE OF THIS PROSPECTUS IS FEBRUARY 18, 1997.
  REOFFER PROSPECTUS                    1
  9
                   AVAILABLE INFORMATION AND CERTAIN DEFINITIONS
  
           The Company is a reporting company subject to the informational
  requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
  in accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Reports, proxy
  and information statements and other information filed by the Company can be
  inspected and copied at the public reference facilities, maintained by the
  Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  Copies of such
  materials 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.
  
           The Company has filed with the Securities and Exchange Commission, 450
  5th Street, N.W., Washington, D.C.  20549, a registration statement on Form S-8
  (herein, together with all amendments and exhibits thereto, the "Registration
  Statement") under the Securities Act of 1933, as amended, regarding the shares
  of the Company offered.  This Prospectus, filed as part of the Registration
  Statement, omits certain information regarding the Company and the securities
  offered.  Reference is made to the Registration Statement and the Exhibits
  filed therewith, which may be obtained from the principal office of the
  Securities and Exchange Commission at 450 Fifth Street N.W., Judiciary Plaza,
  Washington, D.C. 20549 upon request and payment of the prescribed fee.
  
           All references herein to the "Company" include Visitors Services
  International Corp. and its subsidiaries, Visitors Services, Inc. and American
  International Travel Agency, Inc.
  
                         DISCLOSURE OF COMMISSION POSITION
                 ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 (the "Act") may be permitted to directors, officers and
  controlling persons of the small business issuer pursuant to the foregoing
  provisions, or otherwise, the small business issuer has been advised that in
  the opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  
           In the event that a claim for indemnification against such liabilities
  (other than the payment by the small business issuer of expenses incurred or
  paid by a director, officer or controlling person of the small business issuer
  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 small business issuer 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 Securities Act and will governed by
  the final adjudication of such issue.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents are incorporated into this prospectus by
  reference and made a part hereof:
  
                   (i)  Contents of the Company's Initial Registration Statement
           on Form S-8, being filed with the Securities and Exchange Commission
           concurrently herewith, of which this reoffer prospectus is a part;
           (ii)  the Company's Annual Report on Form 10-KSB for the fiscal year
           ended September 30, 1996, and the consolidated financial statements
           and schedules of the Company included therein, audited by Schumacher &
           Associates, Inc., Certified Public Accountants, as set forth in their
           report with respect thereto; and (iii) the Company's Quarterly Report
           on Form 10-QSB for the quarter ended December 31, 1996.
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
  of this Prospectus and prior to the termination of the offering shall be deemed
  to be incorporate by reference into this Prospectus and to be a part hereof
  from the date of filing of such
  
  REOFFER PROSPECTUS                     2
  10
  documents.  Any statement contained herein or in a document incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that a statement contained herein or in any
  subsequently filed document which is or is deemed to be incorporated by
  reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Prospectus.
  
           The Company will provide without charge to each person, including any
  beneficial owner, to whom a copy of this Prospectus is delivered, upon the
  written or oral request of such person, a copy of any and all of the documents
  incorporated by reference herein (other than exhibits and schedules to such
  documents, unless such exhibits or schedules are specifically incorporated by
  reference in such documents).  Requests should be directed to Visitors Services
  International Corp., Shareholder Relations Department, 100 Second Avenue South,
  Suite 1000, St. Petersburg, Florida 33701, and at (813) 895-4410.
  
                                 TABLE OF CONTENTS
  AVAILABLE INFORMATION AND CERTAIN DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
           DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
           PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
           RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
           SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
           PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
           INTERESTS OF NAMED EXPERTS AND COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  REOFFER PROSPECTUS                     3
  11
                                 PROSPECTUS SUMMARY
  
           The following summary information should be read in conjunction with,
  and is qualified in its entirety by, the detailed information and financial
  statements and related notes thereto appearing either elsewhere in this
  Prospectus or included in the Annual Report on Form 10-KSB and subsequent
  Quarterly Reports on Form 10-QSB, which are incorporated herein by reference.
  Unless otherwise indicated, all references in this Prospectus to the "Company"
  refer to Visitors Services International Corp. and its subsidiaries, Visitors
  Services, Inc. and American International Travel Agency, Inc.
  
  THE COMPANY
  
           History of the Company
  
           Visitors Services International Corp., formerly Dynasty Capital
  Corporation (the "Registrant", the "Company" or "VSIC") was a development stage
  enterprise formed under the laws of the State of Florida to evaluate, structure
  and complete a business combination in the form of a merger with, or
  acquisition of, prospects consisting of private companies, partnerships or sole
  proprietorships.  The Registrant had no business operations and no intention of
  engaging in an active business prior to a business combination with another
  enterprise.
  
           The Registrant's past activities were limited to organizational
  matters and the Registrant entered into letters of intent with two private
  business entities, neither of which resulted in the completion of a business
  combination.  The Registrant sold 2,500,000 units of $.0001 par value Common
  Stock ("Common Stock") at $.02 per unit, for total proceeds of $50,000 in a
  public offering which closed on June 8, 1987.  The Company was formed for the
  purpose of seeking potential business opportunities in the form of the
  acquisition of an existing business that has profit potential.
  
           Acquisition of Visitors Services, Inc.
  
           On September 26, 1996, Registrant executed an Agreement and Plan of
  Reorganization ("Agreement") with Visitors Services, Inc. ("VSI"), and certain
  Stockholders of VSI, pursuant to which a minimum of 80% of the issued and
  outstanding shares of VSI were to be exchanged on a one share for one share
  basis for shares of restricted stock of the Registrant, after the Registrant
  effect a 14.4 to 1 reverse stock split of the shares outstanding before the
  date of the Agreement from 10,801,000 shares down to 750,093 shares (in lieu of
  any fractional shares created as a result of the reverse stock split, each
  holder of a fractional share was issued one additional whole share).  The
  Closing Date of the Agreement was September 27, 1996, when the Registrant's
  reverse stock split was effected and certain Stockholders of VSI holding at
  least 80% of the outstanding shares of VSI executed the Agreement.  The
  "Exchange Offer" has been extended to the remaining shareholders of VSI, who
  have, as extended, until January 20, 1997, to accept the offer.  The offering
  is being made in accordance with Rule 506 of Regulation D of the Securities Act
  of 1933, as amended, or such other appropriate and available exemption(s).  By
  virtue of the reorganization, VSI becomes a subsidiary of the Registrant.
  
           Pursuant to the Agreement and Plan of Reorganization, on the Closing
  Date the Registrant's Officers and Directors resigned and designees of VSI were
  appointed to the vacated positions.  Earnest Mathis resigned as President,
  Treasurer and a Director; and Gary J. McAdam resigned as Vice President,
  Secretary and a Director.  Robert P. Gordon, Paul W. Henry and Steve McLean
  were appointed Officers and Directors.  Mr. Gordon, by virtue of the
  transaction, became a controlling shareholder of the Registrant.
  
           Acquisition of American International Travel Agency, Inc.
  
           On December 6, 1996, VSI entered into a Stock Purchase Agreement (the
  "SPA") with Phoenix Information Systems Corp. ("Phoenix") to acquire all the
  capital stock of American International Travel Agency, Inc. ("American") from
  Phoenix in exchange for 31,579 shares of Common Stock of Phoenix owned by VSI.
  This transaction was closed on December 6, 1996, subject to certain rescission
  rights described below. The consideration paid was based upon arms-length
  negotiations between VSI and Phoenix and a fair market evaluation.  Management
  
  REOFFER PROSPECTUS                     4
  12
  believes entering into this SPA will provide the following benefits to VSI:
  (i) access to the major travel agency computerized reservation systems
  world-wide, and (ii) the ability to issue airline tickets.
  
           The assets of American both before and after the signed SPA will
  continue to be used as a retail travel agency located in Clearwater, Florida.
  
           American was incorporated in 1977 in the State of Florida to provide
  retail leisure travel services.  Since that time and have expanded the customer
  base to include commercial travel services.  American represents all airlines,
  tour operators and cruise and rail lines on a commission basis.
  
           During the three fiscal years ending June 30, 1994, March 31, 1995 and
  March 31, 1996, American had total revenues of $314,573, $142,753 and $405,662,
  respectively and net loss of $7,886 in 1994, net loss of $71,972 in 1995, and
  net income of $31,076 in 1996.
  
           The SPA states that the transaction is conditioned upon the subsequent
  consent of the Airlines Reporting Corporation ("ARC").  VSI and Phoenix have
  agreed that if the ARC does not consent to the change in ownership contemplated
  in the SPA, the SPA will unwind and terminate as if the transaction was never
  entered into by either party.
  
  DESCRIPTION OF SECURITIES TO BE REGISTERED
  
           The Company's Articles of Incorporation and Bylaws define the rights
  of holders of the Common Stock being registered, which are included as Exhibits
  3, 3.1, and 3.2 to the Company's Form 8-K dated and filed on October 15, 1996,
  and Exhibit 3.3 to Form 8-K dated October 17, 1996 and filed on October 23,
  1996.  The securities to be registered hereunder for reoffer and resale by the
  Selling Security Holders are of the same class.  The Selling Security Holders
  have or will acquire the shares of Common Stock pursuant to Registrant's
  subsidiary, Visitors Services, Inc., employee's and consultant's benefit plan,
  entitled "Visitors Services, Inc. Employee Benefit and Consulting Services
  Compensation Plan," as may be amended from time to time (the "Plan").  The
  shares to be issued pursuant to the Plan and the shares underlying any grant of
  option thereunder are being registered simultaneously herewith with the
  Securities and Exchange Commission under its initial registration statement on
  Form S-8, of which this prospectus is a part.
  
  THE OFFERING
  Common Stock offered by the Selling Security Holders       1,816,750
  
           Shares of Common Stock Outstanding
                   Before the Offering                                21,668,330
                   After the Offering                                 23,485,080
  
           Use of Proceeds                                            The Company will not receive any proceeds from the
                                                                      sale of shares by the Selling Security Holders
  
           Electronic Bulletin Board Symbol                           VSIC
  REOFFER PROSPECTUS                     5
  13
                                    RISK FACTORS
  
           The Company's securities involves a high degree of risk, including,
  but not limited to, the factors described below.  An investment in the
  Company's securities should be made only by persons who can afford a loss of
  their entire investment.  Investors should consider carefully the following
  risk factors inherent in and affecting the business of the Company.
  
           1.    New Business - No Assurance of Profitability.  The Company and
  its subsidiary, Visitors Services, Inc.  ("VSI") have limited operating
  histories in the business of providing automated reservations and information
  services specifically designed to support the special needs of one or more
  "Convention & Visitors Bureaus" ("CVB's").  Potential investors should be aware
  of the difficulties encountered by a new enterprise, especially in view of the
  intense competition from existing and more established businesses which are
  also seeking to create profitable business opportunities.  Since the business
  of the Company is new, there is little upon which to base an assumption that
  the Company's plans will either materialize or prove successful, and,
  accordingly, there can be no assurance of whether or when operations will
  become profitable.
  
           2.    Limited Working Capital; Financial Instability.  For the fiscal
  years ended September 30, 1996, and 1995, the Company sustained a net loss of
  approximately $3,859,117 and $1,301,293, respectively.  These losses may
  continue for a presently undetermined time.  As of September 30, 1996, the
  Company had stockholders' equity (deficit) of $(184,079), losses that have
  accumulated through September 30, 1996 of $5,861,742 and working capital
  (deficit) of $(1,406,262).
  
           Various factors affecting the Company's operations may raise
  substantial doubt as to the Company's ability to continue as a going concern.
  There can be no assurance that the Company will be able to continue as a going
  concern or achieve sustainable revenues or profitable operations.
  
           3.    Additional Funding Required - Need for Subsequent Private
  Placements.  The Company's business will require substantial investment on a
  continuing basis to finance capital expenditures and related expenses in
  pursuit of its business plan.  Furthermore, there is no assurance that the
  Company will be able to generate additional capital on a timely basis and on
  satisfactory terms and conditions to meet its future financing needs or to
  expand into additional markets.  In connection with the further development of
  the Company's business, the Company anticipates that it will need to raise
  additional funds through subsequent private placements which will be exempt
  from registration.  Any such additional private placements will not require
  prior shareholder approval, and may be equity offerings of common stock or
  preferred stock convertible into common stock, or debt offerings of notes or
  debentures convertible into common stock.  Any subsequent private placement of
  equity securities (i.e., stock) or debt securities convertible into common
  stock would have the effect of immediately diluting the interest of the then
  existing shareholders of the Company.  Furthermore, the Company may also grant
  registration rights to investors in subsequent private placements, if any.
  
           4.    Dependence Upon CVB's Under Contract.  No assurances can be
  given that the Company and the CVB's under contract will each fulfill its
  commitments under the Reservation and Services Agreements and, if not
  fulfilled, such failure may be expected to have a material adverse effect on
  the Company's operations.  No assurances can be given that the Company will be
  successful in obtaining contracts with other CVB's and/or similar tourist
  development organizations, or that its operations will be profitable.
  
           Once a contract with a CVB (or similar tourist development
  organization) is obtained, the Company then will attempt to sign up the
  attractions and events as well as the hotels, inns, condominiums and apartments
  within the area covered by the CVB to participate in the reservation system,
  and further to obtain a sufficient inventory of rooms to meet the needs of
  prospective visitors who call the 800 number in search of accommodations. While
  the Company will attempt to obtain sufficient inventories of rooms in the
  larger CVB's, the Company can offer no assurance that new CVB's will be able to
  provide sufficient inventories to enable VSI to operate profitably.
  
           The Company is heavily dependent on CVB advertising of its 800
  reservations and information number.  Without an adequate advertising budget
  and an effective advertising campaign, there will not be enough calls to the
  
  REOFFER PROSPECTUS                     6
  14
  800 number to cover both the cost of the incoming telephone calls and the
  overhead required to operate the VSI centralized service center.
  
           The Company's objective is not to book all (or even most of) the
  available hotel or other rooms in the area served by the CVB, but rather to act
  as a centralized reservations service for excess room inventory that might not
  otherwise be booked.  For the Company to succeed, it must book a sufficient
  number of these rooms to cover its cost of operations.  No assurances can be
  given that the Company's operations will be profitable and that the Company
  will be able to successfully compete in its operations.
  
           5.    Risks of Business Acquisitions.  Should the Company choose to
  develop or expand its business through one or more business acquisitions, any
  such acquisitions would be expected to be made generally in development stage
  operations.  Such businesses may have little or no operating history, may be at
  an early stage of business development, may have a history of operating losses
  (or show substantial variations in operating results from period to period) or
  may otherwise be experiencing operating, managerial or financial difficulties.
  Although such investments may offer the opportunity for significant gains, such
  investments involve a significantly higher degree of business and financial
  risk than established businesses and could result in substantial losses.
  Development stage businesses may require infusions of capital or intensive
  management oversight beyond the financial and/or managerial resources of the
  Company to support expansion, achieve or maintain a competitive position or
  otherwise attain a stage of maturity at which the Company could consider their
  profitable disposition.  As a result, the Company might experience a prolonged
  period of operating losses with respect to certain businesses or be forced to
  dispose of such businesses at a loss.  Alternatively, the Company might have to
  divert funds or managerial resources which would otherwise be devoted to
  successful operations to mitigate losses in unprofitable ventures.  The timing
  and the availability of such resources might be critical to the survival of
  such enterprises and any delay could substantially increase the potential for
  loss.  In addition, such businesses may face intense competition, including
  competition from companies with greater financial and other resources.
  Additionally, acquisitions involve a number of special risks, including the
  diversion of the Management's attention, assimilation of the operations and
  personnel of the acquired companies, operating in new geographic markets, loss
  of key employees, the difficulty of presenting a unified image, assimilation of
  the operations and/or companies of acquired companies that take longer than
  initially anticipated, failure to realize certain economies of scale that might
  otherwise have been anticipated or achieved, difficulty in consolidating
  operating facilities, interruption of business and revenues and possible
  significant expenses incurred resulting from the acquisition, all of which may
  adversely affect financial results.  There can be no assurance that these same
  problems will not confront the Company in connection with any future
  acquisitions or expansion undertaken by it.
  
           6.    Dependence Upon Software License and Software Maintenance
  Agreement with Phoenix Information Systems Corp. ("Phoenix").  Pursuant to a
  Software License and Software Maintenance Agreement between Phoenix and VSI
  (the "Software Licensing Agreement"), VSI has obtained licensing rights from
  Phoenix, an affiliated entity controlled by Robert P. Gordon, Chairman of VSIC,
  to use Phoenix's recently developed hotel reservation system to support the
  automated information and reservations needs of the CVB's under contract.
  
           VSI is dependent upon the Software Licensing Agreement for its
  operations.  In the event Phoenix would be unable to fulfill its obligations
  under such agreement, which obligations include without limitation, certain
  maintenance requirements, VSI's operations would likely be materially adversely
  affected.  Similarly, in the event VSI would be unable to fulfill its
  obligations under such agreement, this may lead to the termination of the
  Software Licensing Agreement and would likely materially adversely affect VSI's
  operations.
  
           7.    Technological Obsolescence.  The computer software field is
  characterized by rapid technological developments and advances, particularly in
  the travel industry.  Although the Company believes that its hotel reservation
  system is expected to be technically and economically competitive and it is
  anticipated that it will not become obsolete for the foreseeable future, it is
  possible that intervening development of new technology and/or new systems
  could render all or part of the Company's Phoenix-Hotel System virtually
  obsolete at any time.
  
           8.    Conflicts of Interest.  Robert P. Gordon and Paul W. Henry are
  full-time employees, executive officers and/or directors of Phoenix and its
  subsidiaries.  In addition, Robert P. Gordon is the owner of Harvest
  
  REOFFER PROSPECTUS                     7
  15
  International of America, Inc.  Robert P. Gordon has represented to Phoenix and
  its shareholders that he will not directly or indirectly enter into other
  travel business activities in competition with Phoenix unless first presenting
  the corporate opportunity to Phoenix to avoid possible conflicts of interest.
  In June 1993, Mr. Gordon presented Phoenix's then disinterested Board of
  Directors consisting of Robert Baranek and Paul Henry the opportunity for
  Phoenix to acquire VSI and such proposal was rejected by such disinterested
  directors.  Possible conflicts of interest may arise in the future in
  connection with the performance of the duties of the Company's officers and/or
  directors.  Such potential conflicts of interest may include, among other
  things, time, effort and corporate opportunity.  As no policy has been
  established by the Company for the resolution of any such conflicts, the
  Company may be adversely affected should such persons choose to place their
  other business interests before that of the Company.
  
           9.    Non-Exclusivity of Officers and Directors.  Several of the
  Company's Officers and Directors are engaged in other activities and endeavors,
  and thus devote less than full time to the Company's activities. Furthermore,
  the Officers and Directors reserve the right to engage in other activities that
  may compete with the Company, including investing in or serving as officers or
  directors of other entities having similar objectives.  Because the Directors
  may engage in operations independent of the Company, their activities may
  conflict with those of the Company.  In dealing with any potential conflicts
  which may arise as a result of their outside activities, the Officers and
  Directors will attempt to conduct themselves in accordance with their fiduciary
  obligations to the Company.
  
           10.   Competition.  Companies with greater financial resources and
  experience could acquire or develop the necessary reservations software and
  then obtain contracts with one or more CVB's and enter into competition with
  the Company.  Furthermore, the Company faces competition from those that are
  now booking accommodations, including, but not limited to: the hotels, inns,
  and condominium and apartment owners themselves and their appointed sales
  agents; as well as travel agents and tour operators who book accommodations
  directly and not through the CVB's 800 number.  In fact, the Company's
  objective is not to book all (or even most of) the available hotel or other
  rooms in the area served by the CVB, but rather to act as a centralized
  reservations service for excess room inventory that might not otherwise be
  booked.  For the Company to succeed, it must book a sufficient number of these
  rooms to cover its cost of operations. No assurances can be given that the
  Company's operations will be profitable and that the Company will be able to
  successfully compete in its operations.
  
           11.   Control by Officers, Directors and Principal Stockholders. The
  Company's current officers and directors beneficially own a majority of the
  outstanding Common Stock.  Since the Company's Certificate of Incorporation
  does not provide for cumulative voting, the holders of more than 50% of the
  outstanding shares can elect all of the directors if they choose to do so, in
  which event the holders of the remaining shares cannot elect any directors.
  Accordingly, these persons, individually and as a group, will be able to
  effectively control the Company and direct its affairs and business, including
  any determination with respect to the acquisition or disposition of assets by
  the Company, future issuances of Common Stock or other securities by the
  Company, declaration of dividends on the Common Stock, and the election of
  directors.  Such concentration of ownership may also have the effect of
  delaying, deferring, or preventing a change in control of the Company.
  
           12.   Copyrights and Trademarks.  Phoenix applied for federal
  registration of the trademark "Phoenix-Hotel", which is the hotel reservation
  system licensed to VSI with the United States Patent and Trademark office.
  Although such trademark has been granted, no assurances can be given that such
  trademark for Phoenix-Hotel will enhance VSI's rights to use such trademark and
  stop others from infringing upon such trademark.
  
           Phoenix does have registered copyright protection for its hotel
  software programs.  However, copyright protection affords only limited
  practical protection against duplication of the media embodying the programs.
  Although such copyright has been granted by the United States Copyright Office,
  no assurances can be given that such copyright will afford Phoenix or VSI as
  licensee any practical protection.
  
           13.   Indemnification and Limitation of Directors' Liability.  The
  Company's By-Laws provide that the Company shall indemnify in the manner and to
  the extent permitted by law, any person (or that person's testator or intestate
  successor) made or threatened to be made a party to any action or proceeding,
  whether domestic or foreign, civil or criminal, judicial or administrative, or
  federal or state, by reason of the fact that the person was a director or
  
  REOFFER PROSPECTUS                     8
  16
  officer of the Corporation or served any other corporation in any capacity at
  the request of the Corporation, in the manner and to the extent permitted by
  law.  Further, the Company has entered into an agreement with three of its
  executive officers and may enter into agreements with its other officers and
  directors to indemnify and hold such persons harmless, to the maximum extent
  permitted by law, if it all, in the event any claims or legal actions are
  brought against such person arising out of his acts or decisions done or made
  in the authorized scope of such person's employment or position with the
  Company.
  
           The Company currently does not have officer and director liability
  insurance and no assurances can be given that such insurance will be obtained
  by the Company due to the expensive cost of such coverage or, if applied for,
  that the Company will qualify for such insurance.
  
           The General Corporation Law of Florida eliminates the personal
  liability of its directors to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty of loyalty and care as a director, unless:
  (a) the director breached or failed to perform his duties as a director; and
  (b) the directors breach of, or failure to perform, those duties constitutes:
  (i) a violation of the criminal law, unless the director had reasonable cause
  to believe his conduct was lawful or had no reasonable cause to believe his
  conduct was unlawful; (ii) a transaction from which the director derived an
  improper person benefit, either directly or indirectly; (iii) a circumstance
  under which a director votes for or assents to an unlawful distribution; (iv)
  in a proceeding by or in the right of the corporation to procure a judgment in
  its favor or in the right of a shareholder, conscious disregard for the best
  interests of the Company, or willful misconduct; or (v) in a proceeding by or
  in the right of someone other than the Company or a shareholder with,
  recklessness or an act of omission which was committed in bad faith or with
  malicious purpose or in a manner exhibiting wanton and willful disregard of
  human rights, safety or property.
  
           The Company has been advised that it is the position of the Securities
  and Exchange Commission that insofar as the foregoing provisions may be invoked
  to disclaim liability for damages arising under the Securities Laws, that such
  provisions are against public policy as expressed in the Securities Laws and
  are therefore unenforceable.
  
           14.   Preferred Stock.  The Company's Articles of Incorporation
  authorize 10,000,000 shares of Preferred Stock, $.001 par value.  None are
  issued to date.  The Preferred Stock may be issued in a series from time to
  time with such designation, rights, preferences and limitations as the Board of
  Directors of the Company may determine by resolution.  In addition, such
  Preferred Stock could have other rights, including voting and economic rights
  senior to the Common Stock so that the issuance of such stock could adversely
  affect the market value of the Common Stock.  The creation of one or more
  series of Preferred Stock also may have the effect of delaying, deferring or
  preventing a change in control of the Company without any action by
  shareholders.
  
           15.   Limited Public Market.  Management believes there has been only
  limited trading in the Company's Common Stock.  There is no assurance that the
  Common shares will continue to be listed or that any liquidity exists for the
  Company's shareholders.
  
           16.   No Dividends on Common Stock and None Anticipated.  The payment
  by the Company of cash dividends, if any, in the future rests within the
  discretion of its Board of Directors and will depend, among other things, upon
  the Company's earnings, its capital requirements and its financial condition,
  as well as other relevant factors.  The Company has not paid or declared any
  cash dividends upon its Common Stock since its inception and by reason of its
  present financial status and its contemplated future financial requirements
  does not contemplate or anticipate making any cash distributions upon its
  Common Stock in the foreseeable future.
  
           17.   Future Issuances of Common Stock Pursuant to Non-Statutory Stock
  Option Plans.  The Company has reserved for issuance up to 7,945,000 shares of
  the Company's Common Stock, to be issued to officers, directors, employees and
  consultants pursuant to non-statutory stock option plans.  The issuance of
  such shares will have the effect of diluting the percentage ownership of the
  then existing shareholders.
  
           18.   Future Sales of Common Stock by Management and Others.  Future
  sales of Common Stock by management and others may be made pursuant to and in
  compliance with the provisions of Rule 144 of the 1933
  
  REOFFER PROSPECTUS                     9
  17
  Act.  In general, under Rule 144, a person who has satisfied a two-year holding
  period may, under certain circumstances, sell within any three-month period a
  number of shares which does not exceed the greater of one percent of the then
  outstanding shares of Common Stock or the average weekly trading volume in
  shares during the four calendar weeks immediately prior to such sale.  Rule 144
  also permits under certain circumstances, the sale of shares without any
  quantity or other limitation by a person who is not an affiliate of the Company
  and who has satisfied a three-year holding period.  Future sales of such shares
  made under Rule 144 may have an adverse effect on the then prevailing market
  price, if any, of the Common Stock and adversely affect the Company's ability
  to obtain future financing in the capital markets as well as create a potential
  market overhang.
  
           19.   Business Risks in General.  The principal risk associated with
  an investment in the Company as with an investment in any business, is the
  possible inability of the Company to generate revenues which are sufficient to
  pay its operating expenses and debt service, and of the remaining portion, if
  any, of such revenues, together with proceeds from the sale, if any, of Company
  operations, to provide an acceptable rate of return to investors.  The Company
  will derive a large portion of its revenues from customer payments.  Therefore,
  investments in the Company, are affected by the state of the economy and
  business conditions in general.  Among the factors which can affect the
  Company's business are (i) general economic conditions, including recession,
  inflation, fluctuations in general or local business conditions and unstable or
  adverse credit markets; (ii) increases in operating expenses, including
  expenses related to the construction, operation and maintenance of capital
  systems and programming, as well as the cost of marketing the services of the
  Company; (iii) changes in governmental regulation affecting the Company,
  including increased taxation and increased regulation which could increase
  operating costs and reduce revenues of the Company; (iv) work stoppages or
  other labor difficulties; and (v) property and casualty losses which insurance
  does not adequately cover.
  
  REOFFER PROSPECTUS                     10
  18
                              SELLING SECURITY HOLDERS
  
           The following table sets forth all persons eligible to resell and the
  amounts of securities available to be resold, if known at the date of this
  Prospectus, whether or not they have a present intent to do so.  Reoffer and
  resales of the following securities may be made on a continuous or delayed
  basis in the future.  The shares of Common Stock being registered hereunder for
  reoffer and resale are defined as control securities and have been or will be
  acquired by the Selling Security Holders, each of whom are deemed to be
  affiliates of the Company, pursuant to the Registrant's Consulting and Services
  Compensation Agreement.
  Relationship with     Number of Shares     Number of Shares       Percentage of
                   Name and address of         Registrant within    beneficially owned      which may be      Shares beneficially
                   Selling Stockholder          past three years    before the offering  offered for resale   owned after offering
                   -------------------          ----------------    ---------- --------  ----------- ------   ----------- --------
  Stephen G. McLean                  (1)               33,333 (2)           500,000 (2)              2.2
                   Suite 1000
                   100 Second Ave. South
                   St. Petersburg, FL 33701
  
                   Paul W. Henry                      (3)               35,000 (4)           153,360 (4)               *
                   Suite 1000
                   100 Second Ave. South
                   St. Petersburg, FL 33701
  
                   Persons unknown to                 (5)                   (5)             1,163,390 (5)             (5)
                   Registrant
  --------------------------
  
  *  Indicates less than 1%.
  
  (1)   Mr. McLean is Chief Executive Officer and a Director and has been
        affiliated with the Registrant since September 26, 1996.  Mr. McLean
        joined the Registrant's subsidiary, Visitors Services, Inc., in early
        1996 as Chief Executive Officer.  Previously, he was Corporate Vice
        President-Worldwide Marketing for Indigo NV, an innovative,
        high-technology printing and marketing communications company.  At
        Indigo, Mr. McLean was responsible for the domestic and foreign marketing
        strategy of one of the fastest growing publicly traded companies in the
        United States. Mr. McLean was also instrumental in formulating the
        successful launch strategy for the E-Print 1000, the world's first
        digital offset printing press.  Prior to joining Indigo, Mr. McLean held
        various executive positions at Scitex America Corporation, including Vice
        President-Strategic Planning, Vice President-Marketing and Vice
        President-National Division.  Under Mr. McLean's direction, Scitex's
        National Division grew from start-up to $80 million in revenues in two
        years through developing previously unpenetrated markets in the printing
        and publishing industry.  Mr. McLean holds B.S. and J.D. degrees from
        Suffolk University in Boston as well as an MBA from Northeastern
        University.
  
  (2)   Mr. McLean individually owns 33,333 shares of the Registrant's common
        stock.  Mr. McLean was granted 500,000 options to purchase the
        Registrant's common stock under the Registrant's subsidiary, Visitors
        Services, Inc., Employee Benefit and Consulting Services Compensation
        Plan which was adopted and assumed by the Registrant on November 18,
        1996.  The options expire on January 31, 2000.  The shares underlying the
        500,000 options are being registered hereunder for possible reoffer and
        resale, which may be made on a continuing or delayed basis in the future.
        At the date of this prospectus, Mr. McLean has not exercised any of the
        500,000 options.  Additionally, on October 4, 1996, Mr.  McLean was
        granted 225,000 options to purchase the Registrant's common stock under
        the Visitors Services International Corp. Employee Benefit and Consulting
        Services Compensation Plan.  The 225,000 options are exercisable until
        October 3, 1999.  The shares underlying the 225,000 options were
        registered pursuant to Post Effective Amendment No. 1 to the Registrant's
        Registration Statement on Form S-8 filed with the SEC on February 19,
        1997 for possible reoffer and resale, which may be made on a continuing
        or delayed basis in the future.  At the date of this prospectus, Mr.
        McLean has not exercised any of the 225,000 options.
  
  REOFFER PROSPECTUS                     11
  19
  
  (3)   Mr. Henry is Secretary, Treasurer and a Director and has been affiliated
        with the Registrant since September 26, 1996.  Mr. Henry joined the
        Registrant's subsidiary, Visitors Services, Inc., as a Director on March
        1, 1996.  Mr.  Henry has been Secretary and a Director of Phoenix
        Information Systems Corp. and Phoenix Systems Group, Inc. since April
        1992.  During the past ten years, Mr. Henry has been an independent
        financial consultant.  From 1991 to 1992, he was retained by Essex
        Investment Management Company, an institutional money management firm.
        From 1988 to 1991, Mr. Henry was retained by the Caithness Corporation, a
        natural resources development company.  From 1988 to 1989 he was an
        advisor to Veronex Resources, an international oil and gas exploration
        company.  From 1987 to 1989, Mr. Henry served as a consultant to Harvest
        International of America, Inc.
  
  (4)   Mr. Henry individually owns 35,000 shares of the Registrant's common
        stock.  Mr. Henry was granted 153,360 options to purchase the
        Registrant's common stock under the Registrant's subsidiary, Visitors
        Services, Inc., Employee Benefit and Consulting Services Compensation
        Plan which was adopted and assumed by the Registrant on November 18,
        1996.  The options expire on February 28, 2001.  The shares underlying
        the 153,360 options are being registered hereunder for possible reoffer
        and resale, which may be made on a continuing or delayed basis in the
        future.  At the date of this prospectus, Mr. Henry has not exercised any
        of the 153,360 options.  Additionally, on October 4, 1996, Mr.  Henry was
        granted 45,000 options to purchase the Registrant's common stock under
        the Visitors Services International Corp. Employee Benefit and Consulting
        Services Compensation Plan.  The 45,000 options are exercisable until
        October 3, 1999.  The shares underlying the 45,000 options were
        registered pursuant to Post Effective Amendment No. 1 to the Registrant's
        Registration Statement on Form S-8 filed with the SEC on February 19,
        1997 for possible reoffer and resale, which may be made on a continuing
        or delayed basis in the future.  At the date of this prospectus, Mr.
        Henry has not exercised any of the 45,000 options.
  
  (5)   As the names of the Selling Security Holders and the amounts of the
        Shares to be reoffered become known, the Registrant will supplement this
        Prospectus with such information.
  
                                PLAN OF DISTRIBUTION
  
           All of the shares of Common Stock offered hereby are being sold or
  will be sold by the Selling Security Holders and may be offered through the
  selling efforts of brokers or dealers unknown to the Registrant.  Each of the
  Selling Security Holders are deemed affiliates of the Company and are thereby
  subject to the volume limitations imposed on affiliates and control securities
  by Rule 144 of the Securities Act of 1933, as amended, and may further be
  subject to internal restrictions or volume limitations on resale imposed on
  them by the Board of Directors of the Registrant.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           The law firm of Futro & Associates, P.C. (the "Firm"), has acted as
  special securities counsel to the Registrant and certain of the Selling
  Security Holders, and has given its opinion as to the validity of the issuance
  of the securities being registered hereunder.  The Firm, or certain of its
  employees, was granted stock options under the Visitors Services International
  Corp. Employee Benefit and Consulting Services Compensation Plan, effective as
  of October 3, 1996, and, upon exercise received shares of Common Stock of the
  Registrant in lieu of payment for past legal services.  The shares underlying
  the grant of option issuable thereto were registered with the Registrant's
  Registration Statement on Form S-8 filed with the Securities and Exchange
  Commission on October 16, 1996 (File No. 333-14271).  In addition, the Firm was
  granted stock options under the Registrant's subsidiary, Visitors Services,
  Inc., Employee Benefit and Consulting Services Compensation Plan, adopted and
  assumed by the Registrant on November 18, 1996.  The shares underlying such
  grant of option are being registered herewith.  As of the date of this
  Prospectus, the Firm has not exercised any of those options.  The Firm, or
  certain of its employees, may, in the future, receive shares of Common Stock in
  lieu of payment for legal services.  The Firm, or certain of its employees,
  would therefor be deemed to have a "substantial interest" in excess of $50,000
  in the Registrant as of the date of the opinion through the date of
  effectiveness of the registration statement within the meaning of Rule 509 of
  Regulation S-K of the Securities Act of 1933, as amended.
  
  REOFFER PROSPECTUS                     12
  20
  NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR MAKE ANY
  REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
  MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
  AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
  SOLICITATION OF AN OFFER TO BUY ANY  SECURITY OTHER THAN THE SHARES OFFERED BY
  THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
  SHARES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
  OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
  PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
  IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
  THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
  SUBSEQUENT TO ITS DATE.
  
  REOFFER PROSPECTUS                     13
  21
  
                                     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-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of St. Petersburg, State of Florida, on February
  18, 1997.
  
                                          VISITORS SERVICES INTERNATIONAL CORP.
  
                                          By:  /s/ Robert P. Gordon
                                             ---------------------------------
                                             Robert P. Gordon, Chairman, Chief 
                                             Financial and Accounting Officer, 
                                             Director                          
  
                                          Date:  February 18, 1997
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
                                           By:  /s/ Robert P. Gordon            
                                              ----------------------------------
                                              Robert P. Gordon, Chairman, Chief 
                                              Financial and Accounting Officer, 
                                              Director                         
                                                                               
                                           Date:  February 18, 1997            
                                                                               
                                                                               
                                                                               
                                           By:  /s/ Stephen G. McLean          
                                              ----------------------------------
                                              Stephen G. McLean, Chief 
                                              Executive Officer, Director       
                                                                                
                                           Date:  February 18, 1997             
                                                                                
                                                                                
                                                                                
                                           By:  /s/ Paul W. Henry               
                                              ----------------------------------
                                              Paul W. Henry, Secretary, Treasurer,
                                              Director                      
                                                                                
                                           Date:  February 18, 1997
  22
  
                                   EXHIBIT INDEX
  
     Exhibit No.              Description
  
         2.1                  Agreement and Plan of Reorganization between
                              Dynasty Capital Corporation and Visitors Services,
                              Inc., dated September 26, 1996. (2)
  
         4.1                  The Company's Articles of Incorporation and Bylaws
                              define the rights of holders of the equity
                              securities being registered. (3)
  
         5.1                  Opinion of Counsel, Futro & Associates, P.C. (1)
  
         10.2                 Visitors Services, Inc. Employee Benefit and
                              Consulting Services Compensation Plan, adopted and
                              assumed by the Registrant on November 18, 1996. (1)
  
         23.2                 Consent of Counsel, Futro & Associates, P.C. (4)
  
         23.3                 Consent of Schumacher & Associates, Inc., Certified
                              Public Accountants. (1)
  
         23.4                 Consent of Joseph F. Morgan, Certified Public
                              Accountant. (1)
  
  __________________________
  
  (1)      Filed herewith.
  (2)      Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
           filed on September 30, 1996.
  (3)      Incorporated by reference to Exhibits 3, 3.1, 3.2 and to the Company's
           Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
           8-K dated October 17, 1996 and filed on October 23, 1996.
  (4)      Included in Exhibit 5.1 filed herewith.