GENERAL CREDIT CORP, SB-2/A, 1997-04-03

GENERAL CREDIT CORP
SB-2/A, 1997-04-03
SHORT-TERM BUSINESS CREDIT INSTITUTIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1997

REGISTRATION NO. 333-09831
================================================================================

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

AMENDMENT NO. 3 TO

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------

GENERAL CREDIT CORPORATION
(Name of small business issuer in its charter)
---------------------

<TABLE>
<S> <C> <C>
NEW YORK STATE 6099 13-3895072
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

211 EAST 70TH STREET
NEW YORK, NEW YORK 10021
(212) 861-2867
(Address and telephone number of principal executive offices)
---------------------
211 EAST 70TH STREET
NEW YORK, NEW YORK 10021
(Address of principal place of business or intended principal place of business)
---------------------
IRWIN ZELLERMAIER
211 EAST 70TH STREET
NEW YORK, NEW YORK 10021
(212) 861-2867
(Name, address, and telephone number of agent for service)
---------------------
Copies to:

<TABLE>
<S> <C>
CHARLES J. RENNERT DAVID A. CARTER, P.A.
BERMAN WOLFE & RENNERT, P.A. 355 WEST PALMETTO PARK ROAD
INTERNATIONAL PLACE, SUITE 3500 BOCA RATON, FLORIDA 33432
100 SOUTHEAST SECOND STREET (561) 750-6999
MIAMI, FLORIDA 33131-2130 FAX: (561) 367-0960
(305) 577-4177 (COUNSEL FOR THE UNDERWRITERS)
FAX: (305) 373-6036
(COUNSEL FOR THE COMPANY)
</TABLE>

---------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
---------------------

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
(Continued on next page)

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<PAGE> 2

(Continued from previous page)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED AMOUNT OF
AMOUNT TO PROPOSED MAXIMUM MAXIMUM AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE(1) OFFERING PRICE(1) FEE
- -------------------------------------------------- ------------- ----------------- ----------------- ------------
<S> <C> <C> <C> <C>
Units, each consisting of three shares of Common
Stock, $.001 par value ("Common Stock"), and six
Warrants to acquire six shares of Common
Stock(2)........................................ 1,035,000 $10.00 $10,350,000 $ 3,137
Common Stock included as part of the Units........ 3,105,000 -- -- --
Warrants included as part of the Units(3)......... 6,210,000 -- -- --
Common Stock underlying the Warrants.............. 6,210,000 $3.375 $20,958,750 $ 6,352
Representative Options(3)(4)...................... 90,000 $ .0011 $ 10 $ .33
Representative Units.............................. 90,000 $16.50 $ 1,485,000 $ 450
Common Stock included as part of the
Representative Units............................ 270,000
Warrants included as part of the Representative
Units(3)........................................ 540,000
Common Stock underlying the Warrants included as
part of the Representative Units................ 540,000 $5.56875 $ 3,007,125 $ 912
----------
Total............................................. $10,851.33*
==========
</TABLE>

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

(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
registration fee.
(2) Includes a total of 135,000 Units, which consist of 405,000 shares of Common
Stock and 810,000 Warrants, subject to an over-allotment option granted by
the Company to Barron Chase Securities, Inc., the representative of the
several underwriters identified elsewhere herein. See "Underwriting."
(3) This Registration Statement also covers any additional securities that may
become issuable pursuant to anti-dilution provisions of the Warrants and
the Representative Options.
(4) The Representative Options allow the holder to purchase 90,000 Units, each
Unit consisting of three shares of Common Stock and six Warrants to acquire
an additional six shares of Common Stock.

* Of which $10,492.33 has been previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE> 3

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

SUBJECT TO COMPLETION, DATED APRIL 3, 1997

PROSPECTUS
(LOGO) GENERAL CREDIT CORPORATION

900,000 UNITS
(EACH UNIT CONSISTS OF THREE SHARES OF COMMON STOCK AND
SIX WARRANTS TO PURCHASE AN ADDITIONAL SIX SHARES OF COMMON STOCK)

General Credit Corporation (the "Company") is offering hereby 900,000 units
(the "Units"), each Unit consisting of three shares (the "Shares") of common
stock, par value $.001 per share (the "Common Stock") and six warrants, each
exercisable to purchase an additional share of Common Stock at $3.375 per share,
subject to adjustment in certain circumstances, exercisable during the five year
period commencing on the date of this Prospectus (the "Purchase Warrants"). The
Units, the Shares and the Purchase Warrants are sometimes collectively referred
to as (the "Securities"). The Purchase Warrants offered hereby are not
exercisable unless, at the time of exercise, the Company has a current
prospectus covering the shares of Common Stock issuable upon exercise of the
Purchase Warrants and such shares have been registered, qualified or deemed to
be exempt under the securities laws of the states of residence of the exercising
holders of the Purchase Warrants. Commencing after the date of this Prospectus
(the "Effective Date"), the Purchase Warrants are subject to redemption by the
Company, at the option of the Company, at $0.25 per Purchase Warrant, upon 30
days' prior written notice, if the closing bid price, as reported on The Nasdaq
SmallCap Market ("Nasdaq"), or the closing sale price, as reported on a national
or regional securities exchange, as applicable, of the shares of the Common
Stock for 30 consecutive trading days ending within ten days of the notice of
redemption of the Purchase Warrants averages in excess of $6.00 per share,
subject to adjustment. The Company is required to maintain an effective
registration statement with respect to the Common Stock underlying the Purchase
Warrants prior to redemption of the Purchase Warrants. Prior to the first
anniversary of the Effective Date, the Purchase Warrants will not be redeemable
by the Company without the written consent of Barron Chase Securities, Inc. (the
"Representative"), acting as representative of the several underwriters
identified elsewhere herein (the "Underwriters"). Upon issuance of the Units,
the Shares and the Purchase Warrants included in the Units will be immediately
detachable and separately tradeable. See "RISK FACTORS -- Non-Registration in
Certain Jurisdictions of Shares Underlying the Purchase Warrants."

Prior to this Offering, there has been no public market for the Units, the
Common Stock or the Purchase Warrants. The Units, Common Stock and Purchase
Warrants have been approved for listing on Nasdaq under the symbols " ,"
" " and " ," respectively. There is no assurance that an active trading
market in the Units, the Common Stock or Purchase Warrants will develop or that,
if developed, any such market will be sustained. The offering price of the
Units, Shares and Purchase Warrants, as well as the exercise price and other
terms of the Purchase Warrants, have been determined by negotiation between the
Company and the Representative and bear no relationship to the Company's asset
value, net worth or other established criteria of value. THE CLOSING OF THIS
OFFERING ("CLOSING") IS SUBJECT TO THE SIMULTANEOUS ACQUISITION BY THE COMPANY
OF THE BUSINESS OF NEW YORK PAYROLL FACTORS, INC., A NEW YORK CORPORATION (THE
"NYPF BUSINESS COMBINATION"). See "RISK FACTORS" and "UNDERWRITING."
---------------------

THE SECURITIES ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. IN ADDITION, PURCHASERS OF THE SECURITIES WILL SUFFER IMMEDIATE
SUBSTANTIAL DILUTION IN THAT THE BOOK VALUE PER SHARE OF THE COMMON STOCK AFTER
THIS OFFERING WILL BE SUBSTANTIALLY LESS THAN THE PUBLIC OFFERING PRICE OF THE
COMMON STOCK. SEE "RISK FACTORS" AND "DILUTION" AT PAGES 6 AND 16.

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

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.

<TABLE>
<CAPTION>
===================================================================================================================
PRICE TO PUBLIC UNDERWRITING DISCOUNTS(1) PROCEEDS TO COMPANY(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Unit............................ $10.00 $1.00 $9.00
- -------------------------------------------------------------------------------------------------------------------
Total(3)............................ $9,000,000 $900,000 $8,100,000
===================================================================================================================
</TABLE>

See footnotes on page 2 of Prospectus

(LOGO) Barron Chase Securities

THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE> 4

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

(1) Does not include additional underwriting compensation in the form of (i) a
non-accountable expense allowance (the "Non-Accountable Expense Allowance")
equal to 3% of the total public offering price for the Securities ($.30 per
Unit); (ii) purchase options (the "Representative Options" or
"Representative Warrants" or "Underwriter Warrants"), for nominal
consideration, to purchase up to 90,000 Units at an exercise price of
$16.50 per Unit (165% of the initial public offering price), exercisable
during a five-year period commencing on the Effective Date, and (iii)
engagement by the Company of the Representative as a non-exclusive
financial advisor to the Company for a period of three years from the
Closing at a fee of $108,000, payable at the Closing. The Company has
registered the Representative Options and the securities underlying the
Representative Options (the "Underlying Securities") and has agreed to
certain additional registration rights with respect to the Representative
Options and the Underlying Securities under the Securities Act of 1933, as
amended (the "Securities Act"). In addition, the Company has agreed to
indemnify the Underwriters against certain civil liabilities, including
liabilities under the Securities Act. See "UNDERWRITING."
(2) Before deducting expenses of this Offering payable by the Company
(excluding the Underwriting Discount), including the Non-Accountable
Expense Allowance, federal and state registration and filing fees and
taxes, and listing, printing, legal, accounting and transfer agent fees
(collectively, the "Offering Costs"). The net proceeds to the Company,
after deducting all commissions and the Offering Costs (the "Net
Proceeds"), are estimated to be $7,344,500 (approximately 81.6% of the
gross proceeds of this Offering), or $8,519,000 (approximately 82.3% of
the gross proceeds of this Offering) if the Over-Allotment Option (as
hereinafter defined) is exercised in full.
(3) The Company has granted to the Representative an option, exercisable within
45 days after the Effective Date, to purchase up to 135,000 additional
Units on the same terms and conditions as set forth above, solely to cover
over-allotments, if any (the "Over-Allotment Option"). If the
Over-Allotment Option is exercised in full, the total Price to Public,
Underwriting Discount and Proceeds to Company for Securities will be
increased to $10,350,000, $1,035,000 and $9,315,000. See "UNDERWRITING."

The Securities are offered subject to prior sale, when, as and if delivered
to and accepted by the Underwriters and subject to the approval of certain legal
matters by counsel and certain other conditions. It is expected that delivery of
the certificates representing the Securities will be made at the offices of
Barron Chase Securities, Inc., 7700 West Camino Real, Suite 200, Boca Raton,
Florida 33433, on or about , 1997.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and, in accordance therewith,
is required to file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Upon the Closing, the
Securities will be listed on Nasdaq. Accordingly, such reports, proxy statements
and other information can be inspected and copied at the Commission's principal
office, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; the Northeast Regional Office of the Commission at 7 World Trade Center,
Suite 1300, New York, New York 10048; and the Midwest Regional Office of the
Commission, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained upon payment of the fees
prescribed by the Commission from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such documents may
also be obtained through the website maintained by the Commission at
http://www.sec.gov. In addition, reports and other information concerning the
Company are available for inspection and copying at the offices of Nasdaq, 1735
K Street, N.W., Washington, D.C. 20006.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE REGISTERED
SECURITIES ISSUED IN THIS OFFERING AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON NASDAQ OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

INVESTORS SHOULD CAREFULLY REVIEW THE FINANCIAL STATEMENTS WHICH ARE AN
INTEGRAL PART OF THIS PROSPECTUS.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following is qualified in its entirety by reference to the more
detailed information and financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Each prospective investor is urged to
read this Prospectus in its entirety.

THE COMPANY

Since its inception as a New York corporation in February 1995, the
Company's activities have been limited to administrative activities and, in
February 1996, entering into an agreement to purchase the business of New York
Payroll Factors, Inc., a New York corporation organized in January 1989
("NYPF"). To date, the Company has not generated any revenues nor engaged in any
operations. THE CLOSING IS SUBJECT TO THE SIMULTANEOUS CLOSING OF THE NYPF
BUSINESS COMBINATION.

Since the purchase of its current business in January 1992, NYPF has
provided working capital financing to its customers (the "NYPF Customers")
through the discounted purchase of checks (commonly referred to as "check
factoring"), generally on a non-recourse basis with respect to the NYPF
Customers except to the extent of forged signatures on and stop payments of the
purchased checks. The NYPF Customers are small-and medium-sized independent
contracting firms located in the New York City metropolitan area and northern
New Jersey area, some of which provide goods and services to labor intensive
businesses such as apparel manufacturers (commonly referred to as "garment
industry" firms) and construction firms. Included among the NYPF Customers are
sewing contractors, wholesale distributors, independent trucking companies,
printing companies, converters, healthcare providers, insurers and commercial
real estate owners. The makers of the checks are manufacturers, construction
firms and other businesses paying for goods or services purchased from the NYPF
Customers. Occasionally, NYPF purchases checks directly from the manufacturers,
construction firms and other businesses themselves. The NYPF Customers, typical
of garment industry contractors and other small- and medium-sized vendors
generally, face extraordinary periodic short-term cash requirements. By
factoring checks, the NYPF Customer can realize cash more quickly.

For the fiscal years ended December 31, 1995 and 1996, NYPF generated net
income of $288,601 and $465,269, respectively, from the negotiation by it of
checks purchased from NYPF Customers. See Financial Statements of NYPF.
Management of NYPF estimates that as of March 1, 1997, there were over 1,800
NYPF Customers (900 of which were active on a monthly basis), approximately
1,350 of which were predominantly Asian sewing contractors (650 of which were
active on a monthly basis).

Management of NYPF estimates that NYPF typically purchases checks for
between 98% and 99% of the face amount of the check, depending on the amount of
the check, the historical volume of checks purchased by NYPF from each NYPF
Customer, whether the checks are presented directly by the NYPF Customer or
through a broker, whether the checks actually have been presented to NYPF at the
time of NYPF's payment to the NYPF Customer, and whether those checks are
post-dated. (Management of NYPF believes that the dollar amount of checks
purchased before they are presented to NYPF, and post-dated checks, is not
material.) The weighted average discounted purchase price is 98.9% of the face
amount of the check. The difference between the face amount of the check and
NYPF's purchase price for the check is known as the "discount." The discount is
negotiated on a case by case basis. The Company believes that the NYPF Customers
prefer NYPF as opposed to more conventional financial institution financing as a
source of funds because (i) NYPF does not require complex credit agreements,
credit evaluation of NYPF Customers, guarantees or other credit enhancement,
financial statements, collateral or a minimum borrowing base of receivables or
inventory, all or some of which would typically be required by a financial
institution prior to establishing an accounts receivable or asset based line of
credit, and (ii) NYPF provides liquidity virtually upon demand of the NYPF
Customers, in larger amounts daily than most financial institutions are able to
supply. Management of NYPF estimates that during the year ended December 31,
1996, the average face amount of a check purchased by NYPF was approximately
$3,600 (unaudited). In an attempt to limit its exposure arising from a purchased
check not being collectible, NYPF's policy is rarely to purchase any check the
face amount of which is in excess of $50,000. See "RISK FACTORS -- Credit
Losses; Recessionary Environment" and "PROPOSED BUSINESS."
3
<PAGE> 6

The Company's office is located at 211 East 70th Street, New York, New York
10021 and its telephone number is (212) 861-2867.

THE OFFERING

Securities offered......... 900,000 Units, each Unit consisting of three shares
of Common Stock and six Purchase Warrants. Each
Purchase Warrant entitles the holder to purchase
one share of Common Stock at $3.375 per share,
subject to adjustment, at any time prior to
expiration and before the fifth anniversary of
the date of this Prospectus. The Purchase
Warrants offered hereby are not exercisable
unless, at the time of exercise, the Company has
a current prospectus covering the shares of
Common Stock issuable upon exercise of the
Purchase Warrants and such shares have been
registered, qualified or deemed to be exempt
under the securities laws of the states of
residence of the exercising holders of the
Purchase Warrants. Commencing after the Effective
Date, the Purchase Warrants are subject to
redemption by the Company, at the option of the
Company, at $0.25 per Purchase Warrant, upon 30
days prior written notice, if the closing bid
price, as reported on Nasdaq, or the closing sale
price, as reported on a national or regional
securities exchange, as applicable, of the shares
of the Common Stock for 30 consecutive trading
days ending within ten days of the notice of
redemption of the Purchase Warrants averages in
excess of $6.00 per share, subject to adjustment.
The Company is required to maintain an effective
registration statement with respect to the Common
Stock underlying the Purchase Warrants prior to
redemption of the Purchase Warrants. Prior to the
first anniversary of the Effective Date, the
Purchase Warrants will not be redeemable by the
Company without the written consent of the
Representative. See "DESCRIPTION OF SECURITIES"
and "UNDERWRITING."

Shares of Common Stock
Outstanding Prior to this
Offering................. 560,000 shares

After this Offering(1)..... 3,385,000 shares

Estimated Net Proceeds..... $7,344,500 (or $8,519,000 if the Over-Allotment
Option is exercised in full)

Use of Proceeds............ Approximately $4,275,000 (58.2%, or 50.1% if the
Over-Allotment Option is exercised in full) of
the Net Proceeds will be used to consummate the
NYPF Business Combination. $518,000 will be used
to retire Company indebtedness to certain
individuals (the "Private Debt") and $2,551,500
(34.7%) of the estimated Net Proceeds of
$7,344,500 (or $3,726,000 or 43.7% of the
estimated Net Proceeds of $8,519,000 if the
Over-Allotment Option is exercised in full) in
the aggregate will be used for the discounted
purchase of checks, the payment of operating
expenses and other working capital purposes. See
"USE OF PROCEEDS" and "PROPOSED BUSINESS."

<TABLE>
<CAPTION>
PURCHASE
UNITS COMMON STOCK WARRANTS
----- ------------ ---------
<S> <C> <C> <C>
Proposed Nasdaq Symbols(2)..................................
</TABLE>

4
<PAGE> 7

RISK FACTORS AND DILUTION

The Securities involve a high degree of risk and immediate substantial
dilution and should not be purchased by investors who cannot afford the loss of
their entire investment. See "RISK FACTORS," "DILUTION" and "USE OF PROCEEDS."

Purchasers of the Units will incur immediate substantial dilution of their
investment. The unaudited net tangible book value of the Common Stock as of
December 31, 1996 was $(783,433) or ($.45) per share. Immediately after the
issuance of an aggregate of 125,000 shares of the Common Stock in connection
with the closing of the NYPF Business Combination and the Closing (assuming that
a value of $0.125 is ascribed to each of the Purchase Warrants) and application
of the Net Proceeds, estimated to be $7,344,500, assuming no exercise of the
Over-Allotment Option, the pro forma net tangible book value will be $2,494,259
or $.74 per share, reflecting an immediate dilution of $2.34 per share (which
represents approximately 76% of the public offering price of the Shares). See
"DILUTION" and Financial Statements of the Company.
- ---------------

(1) Includes the issuance of an aggregate of 125,000 shares of the Common Stock
to Gerald Nimberg, an affiliate of NYPF, in connection with the closing of
the NYPF Business Combination. The numbers of Shares stated in the above
table assume no exercise of the Over-Allotment Option and do not include
5,400,000 shares of Common Stock reserved for issuance upon exercise of the
Purchase Warrants, 810,000 shares of Common Stock reserved for issuance
upon exercise of the Representative Options, and the Purchase Warrants
included in the Representative Options, 198,000 shares of Common Stock
reserved for issuance upon exercise of options (the "Lender Options")
granted by the Company to certain individuals who have loaned funds to the
Company or up to 50,000 shares of Common Stock, reserved for issuance in
the event the Company prepays an aggregate amount of $300,000 of debt
incurred in February 1997 (the "February 1997 Debt"). The Lender Options
are exercisable immediately and continuing through the first anniversary of
the Closing at an exercise price of $1.00 per share. See "USE OF PROCEEDS."
(2) The inclusion of the Units, the Shares and the Purchase Warrants on Nasdaq
does not imply that an established public trading market will develop
therefor or, if developed, that such market will be sustained. See "RISK
FACTORS -- No Assurance of Public Market; Arbitrary Determination of
Offering Price," "USE OF PROCEEDS," "PROPOSED BUSINESS -- The NYPF Business
Combination," "PRINCIPAL SHAREHOLDERS," and "UNDERWRITING."
5
<PAGE> 8

RISK FACTORS

The Securities are speculative, and involve immediate substantial dilution
and a high degree of risk, including, but not necessarily limited to, the
several factors described below. Each prospective investor should consider
carefully the following risk factors inherent in and affecting the business of
the Company and this Offering before making an investment decision.

RECENTLY ORGANIZED COMPANY; LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES

The Company was incorporated on February 10, 1995 and is in the development
stage. THE CLOSING IS SUBJECT TO THE SIMULTANEOUS CLOSING OF THE NYPF BUSINESS
COMBINATION. Since its inception, the Company's activities have been limited to
administrative activities and, in February 1996, entering into an agreement to
purchase the business of NYPF. The Company, to date, has not generated any
revenues nor engaged in any operations. There can be no assurances that NYPF, at
the time of the NYPF Business Combination, or at any time thereafter, will
derive any material revenues from its operations or operate on a profitable
basis.

GOING CONCERN

The Company's financial statements includes an explanatory paragraph to the
effect that THE COMPANY'S ABILITY TO COMMENCE OPERATIONS IS DEPENDENT ON THE
SALE OF THE SECURITIES OR OTHER FUNDRAISING, WHICH RAISES SUBSTANTIAL DOUBTS
ABOUT ITS ABILITY TO CONTINUE AS A GOING CONCERN, and that the financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern. See "PROPOSED BUSINESS," "EXPERTS" and Financial Statements of
the Company.

ELIMINATION OF LIABILITY FOR DIRECTORS

In accordance with New York law, the Company's Certificate of
Incorporation, as amended (the "Charter"), provides that a director of the
Company shall not be personally liable to the Company or its shareholders for
damages for any breach of duty in his/her capacity as a director, unless a
judgment or other final adjudication adverse to him/her establishes that (i)
his/her acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of law, or (ii) he/she personally gained in fact a
financial or other advantage to which he/she was not legally entitled or (iii)
his/her acts constituted the declaration of any dividend or other distribution,
approval of the purchase of shares of the Common Stock, the distribution of
assets to shareholders after dissolution of the Company or the making of any
loan to directors, in violation of the New York Business Corporation Law
("Corporate Law"). As a result of such Charter provisions, the rights of the
Company shareholders to recover monetary damages from directors of the Company
for breaches of directors' fiduciary duties may be significantly limited. See
"DESCRIPTION OF SECURITIES -- Charter and By Laws."

COMPETITION

NYPF competes in its check factoring business with firms that provide
working capital financing to small- and medium-sized businesses. Those competing
firms include banks, financial institutions, commercial finance companies and
factoring companies, some of which may have substantially greater financial and
other resources than NYPF. NYPF believes, based on an informal study conducted
by it, that, including NYPF, there are approximately 20 check factoring firms
operating in the New York City "garment district" generating, in the aggregate,
approximately $26,000,000 gross proceeds (amounts collected from the negotiation
of checks purchased) weekly. See "PROPOSED BUSINESS -- Competition." There can
be no assurance that the Company can continue to compete successfully with its
competitors.

GOVERNMENT REGULATION

6
<PAGE> 9

exchange of currency, or other payment or transfer, by, through, or to the
financial institution which involves a transaction in currency of more than
$10,000. Any series of transactions within any calendar day that total more than
$10,000, and that NYPF has knowledge were effected by or on behalf of the same
person, must also be reported. In addition, NYPF is required to report any
"suspicious or unusual activity" to its Bank Secrecy Act examiner, the Internal
Revenue Service. The civil penalty imposed upon NYPF and any director, officer
or employee of NYPF willfully violating these requirements is not more than the
greater of the amount (not to exceed $100,000) involved in the transaction (if
any) or $25,000. Criminal penalties for intentional violations include fines of
up to $500,000, and up to ten years imprisonment, or both.

During a typical week, approximately 25 of NYPF's check factoring
transactions require the filing of a CTR. The Company believes that NYPF's
computerized daily transaction reports, its staff training and supervision and
its diligence and persistence in obtaining from the NYPF Customers the
information required to be reported assist NYPF in complying with these
reporting requirements, but there can be no assurance that all information
reported by NYPF is accurate, complete, and in accordance with such statute and
regulations.

Although some states, including New York, have established limits on
check-cashing fees, management of NYPF has advised the Company that these limits
are not applicable to its business and that, in any event, NYPF's discount of
the face amount of checks that it purchases is within these limits. NYPF is
subject to all local laws and ordinances relating to weapons carried by its
security guards, messengers and other employees.

There can be no assurance that the Company will not be materially adversely
affected by legislation or regulations enacted in the future. See "PROPOSED
BUSINESS -- Regulation."

INHERENT RISKS OF CASH BUSINESS

The check factoring business requires cash availability, which presents a
certain degree of risk of cash shortages from employee error and theft. NYPF has
implemented controls and security procedures to minimize this risk, including a
policy requiring cash counting, before delivery to a NYPF Customer, by two
employees and daily cash activity reconciliation and monthly reconciliation of
cash with bank statements; however, the risk cannot be completely eliminated.
NYPF maintains insurance to cover losses from theft in the amount of $500,000
per occurrence on a claims made basis. In addition, NYPF is subject to losses
from returned checks. See "-- Credit Losses; Recessionary Environment,"
"PROSPECTUS SUMMARY -- The Company," "MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION" and "PROPOSED BUSINESS -- Security."

CREDIT LOSSES; RECESSIONARY ENVIRONMENT

The financial failure or dishonesty of the NYPF Customers or the makers of
the checks presented to the NYPF Customers and ultimately purchased by NYPF may
adversely affect the Company's ability to recover fully amounts due on checks
purchased by the Company. Accordingly, the Company will make provisions for
credit losses. The allowance for credit losses is determined after evaluating
the outstanding checks, current economic conditions, changes in the nature and
the volume of the outstanding checks, past loss experience and other pertinent
considerations. Many of these considerations involve significant estimation and
are subject to rapid changes which may be unforeseen by management and could
result in immediate increased losses and material adjustments to the allowance.
As a result, ultimate losses could be significant and may vary from current
estimates and the amount of provisions for credit losses may be either greater
or less than actual future charge-offs of the bad checks relating to these
provisions. Additionally, NYPF's results of operations could be materially and
adversely affected if NYPF were to experience a loss as a result of the purchase
of fraudulent or otherwise uncollected checks. NYPF's historical credit losses
have been immaterial. See "PROPOSED BUSINESS." Moreover, the risks to which
NYPF's business will be subject become more acute in an economic slowdown or
recession because less business activity is generated by the NYPF Customers,
resulting in decreased factoring fees and financial ability of NYPF Customers
and makers of checks to pay outstanding checks, and in increased credit losses.
Some of the NYPF Customers and their customers are start-up or less

7
<PAGE> 10

mature ventures that may be more susceptible to economic slowdowns or
recessions. See "-- Inherent Risks of Cash Business."

ABILITY OF THE COMPANY TO CONTINUE ITS GROWTH STRATEGY

The Company's growth strategy is dependent upon its ability to increase
NYPF's factored check volume by purchasing checks which are fully collectible.
NYPF experiences turnover in its NYPF Customer base over approximately a
five-year period as a result primarily of credit issues. Therefore, NYPF's
ability to further implement its strategy for continued growth of factored check
volume is largely dependent upon NYPF's ability to attract and retain quality
NYPF Customers in a competitive market and on the business growth of NYPF
Customers, which may be affected by a number of factors not within NYPF's
control. Historical growth rates are not necessarily indicative of future
results. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION -- Results of Operations -- NYPF."

DEPENDENCE ON AVAILABILITY OF FUNDING SOURCES

To date, NYPF has obtained substantially all of its funds for its check
factoring activities from unsecured loans from individuals, including its
officer, Gerald Schultz, and from three financial institutions and three
financial services firms, all of which liabilities are anticipated to be
extinguished upon the closing of the NYPF Business Combination. While the
Company expects to have continued access to credit after expiration of these
facilities, there is no assurance that such financing will be available, or if
available, that it will be on terms as favorable. Although the Company's
management currently is discussing with several lending institutions, including
among others NYPF's current lenders, potential financing arrangements after the
closing of the NYPF Business Combination, no agreements or understandings in
principle exist. In the event the Company were not able to renew or find
alternative financing for its activities, the Company would be forced to curtail
or cease its check factoring business. See "-- Possible Use of Debt Financing;
Debt of NYPF" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION --
Liquidity and Capital Reserves -- NYPF."

POSSIBLE NEED FOR ADDITIONAL FINANCING

The Company has had no revenues to date and is dependent upon the proceeds
of this Offering to consummate the NYPF Business Combination. Although the
Company believes that the proceeds of this Offering will be sufficient to effect
the NYPF Business Combination, the Company cannot ascertain with any degree of
certainty the capital requirements of NYPF's operations after the Closing. In
the event that the Net Proceeds prove to be insufficient for such purposes, the
Company will be required to seek additional financing. The failure by the
Company to secure such additional financing could have a material adverse effect
on the continued development or growth of the Company. See "-- Dependence on
Availability of Funding Sources," "-- Possible Use of Debt Financing; Debt of
NYPF" and "PROPOSED BUSINESS."

POSSIBLE USE OF DEBT FINANCING; DEBT OF NYPF

There are currently no limitations relating to the Company's or NYPF's
ability to borrow funds to increase the amount of capital available to the
Company to finance the operations of NYPF. The amount and nature of any
borrowings by the Company will depend on numerous considerations, including the
Company's capital requirements, the Company's perceived ability to meet debt
service on any such borrowings and the then prevailing conditions in the
financial markets, as well as general economic conditions. Although the
Company's management currently is discussing with several lending institutions,
including among others NYPF's current lenders, potential financing arrangements
after the closing of the NYPF Business Combination, no agreements or
understandings in principle exist. There can be no assurances that debt
financing, if required or otherwise sought, would be available on terms deemed
to be commercially acceptable and in the best interests of the Company. The
inability of the Company to borrow funds required to continue its operations or
to provide funds for an additional infusion of capital may have a material
adverse effect on the Company's financial condition and future prospects.
Additionally, to the extent that debt funding ultimately proves to be available,
any borrowings may subject the Company to various risks traditionally associated
with

8
<PAGE> 11

incurring of indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest. As of December 31,
1996, NYPF had available to it (i) financing in the form of informal,
uncollateralized relationships with financial institutions, as well as (ii)
working capital loans made by individuals not affiliated with NYPF in the
aggregate amount outstanding at December 31, 1996 of $1,235,334, acquisition
debt (from the 1992 acquisition by NYPF of its current business) of $98,117, and
loans from an officer of NYPF, Mr. Schultz, in the amount of $689,650. All
amounts outstanding under the relationships, line and loans are anticipated to
be extinguished upon the closing of the NYPF Business Combination. See
"-- Secured Creditor of NYPF," "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION -- Liquidity and Capital Resources -- NYPF" and Notes 3 and 4 to
Financial Statements of NYPF.

SECURED CREDITOR OF NYPF

In June 1996, a Working Capital Management Account Line of Credit Agreement
between NYPF and a financial services firm was activated whereby the maximum
principal amount outstanding at any time would be $300,000, which is
collateralized by most of the assets of NYPF. There can be no assurance that
NYPF will satisfy its obligations under the current agreement and, accordingly,
that the lender will not acquire all or any portion of NYPF's assets in
satisfaction of those obligations. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION -- Liquidity and Capital Resources -- NYPF" and Note 3 to
Financial Statements of NYPF.

EFFECTS OF INFLATION

The Company believes that the results of its operations subsequent to the
NYPF Business Combination could be materially impacted by inflation if inflation
materially adversely affected the operations of the NYPF Customers and their
customers, and if inflation materially increased NYPF's costs of obtaining
working capital (e.g., if the Company entered into larger lines of credit in
lieu of its maintaining some of the current bank deposits against which it
negotiates checks purchased by it).

DEPENDENCE UPON KEY PERSONNEL

The operations of the Company largely depend upon the efforts of Irwin
Zellermaier, the Company's Chairman, Chief Executive Officer and director, and,
until the closing of the NYPF Business Combination, President, David Bader, the
Company's Vice President, Secretary, Treasurer, Chief Financial Officer and
director, and Gerald Nimberg, who, upon the closing of the NYPF Business
Combination, will become the Company's President, Chief Operating Officer and
director. See "MANAGEMENT." It is anticipated that Messrs. Zellermaier, Nimberg
and Bader are the only persons whose activities will be material to the
operations of the Company subsequent to the NYPF Business Combination. Each of
them is or will be, as of the closing of the NYPF Business Combination, a party
to an employment agreement with the Company. The Company has obtained "key man"
life insurance on the lives of Messrs. Zellermaier and Nimberg, each policy
being in the amount of $1,000,000. Although the Company anticipates it will
maintain this "key man" life insurance for at least five years from the
Effective Date, no assurances can be given that such insurance can be maintained
at reasonable rates, if at all. The loss of the services of any of Messrs.
Zellermaier, Bader or Nimberg before suitable replacements are obtained could
have a material adverse effect on the Company's capacity to successfully achieve
its business objectives. See "MANAGEMENT -- Employment Agreements/Executive
Compensation."

CONFLICT OF INTEREST

It is anticipated that Mr. Zellermaier will devote approximately 75% of his
business time to the affairs of the Company and, accordingly, may have conflicts
of interest in allocating his management time among the Company's operations and
various real estate-related activities that will not be in conflict with the
Company's business. See "MANAGEMENT -- Conflicts of Interest."

9
<PAGE> 12

VOTING CONTROL BY INSIDERS

Following the Closing, the officers and directors of the Company, including
Mr. Nimberg, will own in the aggregate approximately 15.9% of the Company's
outstanding Common Stock, assuming no exercise of the Purchase Warrants, the
Over-Allotment Option, the Representative Options, the Lender Options or the
shares issued in the event of the Company's prepayment of the February 1997
Debt, (the "Prepayment Shares"), and approximately 6.0% of the Company's
outstanding Common Stock if the Purchase Warrants are exercised in full but
assuming no exercise of the Over-Allotment Option, the Representative Options,
the Prepayment Shares, or the Lender Options. In the election of directors,
shareholders are not entitled to cumulate their votes for nominees. As a result,
the officers and directors of the Company are in a position to have a
significant impact on the outcome of substantially all matters on which
shareholders are entitled to vote, including the election of directors. See
"PRINCIPAL SHAREHOLDERS" and "DESCRIPTION OF SECURITIES."

DIVIDEND POLICY

The Company has not paid any dividends on its capital stock to date and
does not currently intend to pay cash dividends in the foreseeable future. The
payment of dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and general financial condition
subsequent to the NYPF Business Combination. The payment of any dividends
subsequent to the NYPF Business Combination will be within the discretion of the
Company's then Board of Directors. It is the current intention of the Board of
Directors to retain all earnings, if any, for use in the Company's business
operations and, accordingly, the Board does not anticipate paying any cash
dividends in the foreseeable future. See "DESCRIPTION OF SECURITIES --
Dividends."

USE OF PROCEEDS TO REPAY DEBT

$518,000 (7.0%) of the estimated Net Proceeds will be applied to repay the
Private Debt. There is no assurance that the remaining Net Proceeds, together
with the actual cash flow from the Company's operations, will be sufficient to
meet its working capital requirements. See "USE OF PROCEEDS" and "MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -- Liquidity and Capital
Resources -- NYPF."

NO ASSURANCE OF PUBLIC MARKET; ARBITRARY DETERMINATION OF OFFERING PRICE

Prior to this Offering, there has been no public market for the Units, the
Shares or the Purchase Warrants. It is anticipated that, upon the Closing,
trading of the Securities will be conducted on Nasdaq. There is no assurance
that an active trading market in the Units, the Shares or the Purchase Warrants
will develop or that, if developed, any such market will be sustained. The
liquidity of the Company's shareholders in its securities depends upon the
development and continuation of that market. The offering price of the Units,
Shares and the Purchase Warrants, as well as the exercise price and other terms
of the Purchase Warrants, have been determined by negotiation between the
Company and the Representative and bear no relationship to the Company's asset
value, net worth or other established criteria of value. There can be no
assurance that the market price of those securities will be sustained at the
offering price. See "DESCRIPTION OF SECURITIES -- Certain Market Information"
and "UNDERWRITING."

IMMEDIATE SUBSTANTIAL DILUTION; DISPARITY OF CONSIDERATION

New investors will incur an immediate and substantial dilution of
approximately $2.34 per share (assuming no exercise of the Purchase Warrants,
the Over-Allotment Option, the Representative Options or the Lender Options, or
the issuance of the Prepayment Shares.) The existing shareholders of the Company
acquired their shares of Common Stock at a nominal price. Accordingly, new
investors will bear virtually all of the risks inherent in an investment in the
Company. See "DILUTION" and "PROPOSED BUSINESS."

10
<PAGE> 13

SHARES ELIGIBLE FOR FUTURE SALE

All of the 685,000 shares of Common Stock issued and outstanding before
giving effect to the Securities purchased in this Offering (which amount, for
this purpose, includes an aggregate of 125,000 shares to be issued to Gerald
Nimberg in connection with the closing of the NYPF Business Combination),
referred to in this Prospectus as the "Current Shares," as well as the 198,000
shares of Common Stock issuable upon exercise of the Lender Options and the
Prepayment Shares, if issued, are "restricted securities," as that term is
defined under Rule 144 ("Rule 144"), promulgated under the Securities Act, and
may only be sold pursuant to a registration statement under the Securities Act,
in compliance with Rule 144, or pursuant to another exemption therefrom. For a
description of Rule 144, see "DESCRIPTION OF SECURITIES -- Certain Market
Information." None of such shares will be eligible for sale under Rule 144 prior
to April 25, 1998. Furthermore, the holders of all of the Current Shares and all
of the Lender Options and the Prepayment Shares, if issued, have agreed not to
sell, transfer or otherwise dispose of any shares of Common Stock or any Lender
Options for a period of 24 months from the Effective Date, or any longer period
required by the law of any state. The Company is unable to predict the effect
that any subsequent sales of the Company's securities by its existing
shareholders, under Rule 144 or otherwise, may have on the then-prevailing
market price of the Common Stock, although such sales could have a depressive
effect on such market price. Nevertheless, the possibility that substantial
amounts of Common Stock may be sold in the public market may adversely affect
prevailing market prices for the Common Stock and could impair the Company's
ability to raise capital through the sale of its equity securities. See
"PROPOSED BUSINESS -- The NYPF Business Combination," "PRINCIPAL SHAREHOLDERS"
and "DESCRIPTION OF SECURITIES -- Shares Eligible for Future Sale."

NASDAQ ELIGIBILITY AND MAINTENANCE; POSSIBLE DELISTING OF SECURITIES FROM NASDAQ

Under the current rules relating to the listing of securities on Nasdaq, a
company must have at least $4,000,000 in total assets, at least $2,000,000 in
stockholders equity, and a minimum bid price of $3.00 per share. For continued
listing, a company must maintain at least $2,000,000 in total assets, at least
$1,000,000 in stockholders equity, and a minimum bid price of $1.00 per share.

The Units, the Shares and the Purchase Warrants (the "Listed Securities")
are expected to be eligible for initial listing on Nasdaq under these rules upon
the Closing. If at any time after issuance the Units, Shares and Purchase
Warrants are not listed on Nasdaq, and no other exclusion from the definition of
a "penny stock" under the Exchange Act were available, transactions in the
Listed Securities would become subject to the penny stock regulations which
impose additional sales practice requirements on broker-dealers who sell such
securities. See "-- Risk of Low-Priced Stocks."

If the Company should experience losses from operations, it may be unable
to maintain the standards for continued listing and the Listed Securities could
be subject to delisting from Nasdaq. Trading, if any, in the Listed Securities
would thereafter be conducted in the over-the-counter market on an electronic
bulletin board established for securities that do not meet the Nasdaq listing
requirements or in what are commonly referred to as the "pink sheets." As a
result, an investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of, the Listed Securities.

RISK OF LOW-PRICED STOCKS

If the Listed Securities were delisted from Nasdaq, and no other exclusion
from the definition of a "penny stock" under applicable Commission regulations
were available, such Listed Securities would be subject to the penny stock rules
that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors (generally defined as investors with net worth in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase and must have received the
purchaser's written consent to the transaction prior to sale. Consequently,
delisting from Nasdaq, if it were to occur, could materially adversely affect
the ability of

11
<PAGE> 14

broker-dealers to sell the Listed Securities and the ability of purchasers in
this Offering to sell their Securities in the secondary market. See "DESCRIPTION
OF SECURITIES -- Certain Market Information."

REPRESENTATIVE'S INFLUENCE ON THE MARKET

A significant amount of the Securities may be sold to customers of the
Representative. Such customers subsequently may engage in transactions for the
sale or purchase of such Securities through or with the Representative. Although
it has no obligation to do so, the Representative has indicated to the Company
that it intends to make a market in the Securities. Such market-making activity
may be discontinued at any time. The price and liquidity of the Common Stock and
Purchase Warrants may be significantly affected by the degree, if any, of the
Representative's participation in such market. If the Representative ceases
making a market, the market and market prices for such Securities may be
adversely affected and the holders thereof may be unable to sell the Securities.
See "DESCRIPTION OF SECURITIES -- Certain Market Information."

NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES UNDERLYING THE PURCHASE
WARRANTS

The Purchase Warrants are not exercisable unless, at the time of exercise,
the Company has a current prospectus covering the shares of Common Stock
issuable upon exercise of the Purchase Warrants and such shares have been
registered, qualified or deemed to be exempt under the securities laws of the
states of residence of the exercising holders of the Purchase Warrants. Although
the Company will use its best efforts to have all of the shares of Common Stock
issuable upon exercise of the Purchase Warrants registered or qualified on or
before the exercise date and to maintain a current prospectus relating thereto
until the expiration of the Purchase Warrants, there is no assurance that it
will be able to do so.

Although the Purchase Warrants will not knowingly be sold to purchasers in
jurisdictions in which the Securities are not registered or otherwise qualified
for sale, purchasers may buy Purchase Warrants in the after-market or may move
to jurisdictions in which the shares underlying the Purchase Warrants are not so
registered or qualified during the period that the Purchase Warrants are
exercisable. In this event, the Company would be unable to issue shares of
Common Stock to those persons desiring to exercise their Purchase Warrants
(whether in response to a redemption notice or otherwise), unless and until the
shares could be qualified for sale in the jurisdictions in which such purchasers
reside, or exemptions exist in such jurisdictions from such qualification.
Purchase Warrant holders would have no choice but to attempt to sell the
Purchase Warrants or allow them to expire unexercised. See "DESCRIPTION OF
SECURITIES -- Purchase Warrants."

NON-EXERCISE OF PURCHASE WARRANTS CALLED FOR REDEMPTION

Commencing after the Effective Date, the Purchase Warrants are subject to
redemption by the Company, at the option of the Company, at $0.25 per Purchase
Warrant, upon 30 days prior written notice, if the closing bid price, as
reported on Nasdaq, or the closing sale price, as reported on a national or
regional securities exchange, as applicable, of the shares of the Common Stock
for 30 consecutive trading days ending within ten days of the notice of
redemption of the Purchase Warrants averages in excess of $6.00 per share,
subject to adjustment. Prior to the first anniversary of the Effective Date, the
Purchase Warrants will not be redeemable by the Company without the written
consent of the Representative. The Company is required to maintain an effective
registration statement with respect to the Common Stock underlying the Purchase
Warrants prior to redemption of the Purchase Warrants. In the event the Company
elects to redeem the Purchase Warrants, such Purchase Warrants will be
exercisable until the close of business on the date for redemption fixed in such
notice. If any Purchase Warrant called for redemption is not exercised by such
time, it will cease to be exercisable and the holder will be entitled only to
the redemption price. Redemption of the Purchase Warrants could force Purchase
Warrant holders either to (i) exercise the Purchase Warrants and pay the
exercise price thereof at a time when it may be less advantageous economically
to do so, or (ii) accept the redemption price in consideration for cancellation
of the Purchase Warrants, which could be substantially less than the market
value thereof at the time of redemption. See "DESCRIPTION OF SECURITIES --
Purchase Warrants."

12
<PAGE> 15

REPRESENTATIVE OPTIONS

In connection with this Offering, the Company has agreed to sell to the
Representative and/or persons related to the Representative, for nominal
consideration, the Representative Options. See note (1) to the table on the
cover page of this Prospectus. The holders of the Representative Options will
have certain registration rights with respect to the Representative Options and
the Underlying Securities. See "UNDERWRITING." In addition, the sale, or even
the possibility of sale, of the Underlying Securities could have an adverse
effect on the market price for the Company's securities or on the Company's
ability to obtain future public financing. If and to the extent the
Representative Options are exercised, shareholders may experience dilution in
the book value of their holdings. See "DILUTION."

13
<PAGE> 16

USE OF PROCEEDS

The Net Proceeds to the Company, after the Offering Costs of approximately
$755,500 from the sale of the Units and the Underwriting Discount, are estimated
to be $7,344,500. If the Over-Allotment Option is exercised in full, the
Offering Costs would be $796,000 and the Net Proceeds would be $8,519,000.

Approximately $4,275,000 of such Net Proceeds will be used to consummate
the NYPF Business Combination. Of the remaining Net Proceeds, $518,000 will be
used to retire the aggregate amount of the Private Debt. The Private Debt
includes $330,000 of Lender Options bearing simple interest at an annual rate of
12% and $40,000 of debt bearing simple interest at an annual rate of 12%. The
holders of the Private Debt are persons unaffiliated with the Company. The
proceeds of the Private Debt provided interim working capital, were used to pay
a portion of the Offering Costs and were used to fund an initial portion of the
purchase price for the NYPF Business Combination. The Company may but is not
obligated to satisfy an additional $300,000 of debt incurred in February 1997
(the "February Debt"). The February Debt is held by persons unaffiliated with
the Company and the proceeds of the February Debt were used to pay a portion of
the Offering Costs and to fund an additional portion of the purchase price for
the NYPF Business Combination. The February Debt bears simple interest at an
annual rate of 18% and is payable interest only commencing June 1, 1997. The
principal amount and all accrued but unpaid interest is due and payable by the
Company on December 31, 2001. In the event the Company satisfies the February
1997 Debt earlier than December 31, 2001, the Company is obligated to pay to the
holders of the February Debt a pre-payment amount (the "Prepayment Amount")
equivalent to 22 months of accrued interest if paid on or prior to October 31,
1997; 18 months of accrued interest if paid subsequent to October 31, 1997 but
before February 10, 1998; 12 months of accrued interest if paid subsequent to
February 10, 1998 but before July 31, 1998 and; 6 months of accrued interest if
paid subsequent to August 1, 1998 but before February 10, 1999. The Prepayment
Amount is payable at the option of the Company, by delivery by the Company to
the holder of the February 1997 Debt, shares of the Company's Common Stock equal
to the quotient obtained by dividing (x) the Prepayment Amount divided by (y)
(.66) multiplied by the fair market value of the Company's Common Stock,
referenced as the average of the last sales price of the shares of Common Stock
for the 30 trading days immediately preceding the date of the calculation,
provided, however, the Company may not issue in excess of 50,000 shares of its
Common Stock in connection with the Prepayment Amount. Approximately $2,551,500
(approximately $3,726,000 if the Over-Allotment Option is exercised in full) of
such Net Proceeds will be retained by the Company for working capital purposes
primarily utilized for the discounted purchase of checks. See "PROPOSED
BUSINESS," "MANAGEMENT -- Employment Agreements/Executive Compensation."

The foregoing estimates of uses of the Net Proceeds are summarized in the
following table:

<TABLE>
<CAPTION>
IF THE OVER-ALLOTMENT OPTION IS IF THE OVER-ALLOTMENT OPTION IS
NOT EXERCISED EXERCISED IN FULL
------------------------------------ ------------------------------------
AMOUNT PERCENTAGE TOTAL AMOUNT PERCENTAGE TOTAL
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Proceeds............................. $7,344,500 $8,519,000
Uses of Net Proceeds:
Payable to
Consummate the NYPF Business
Combination.......................... $4,275,000 58.2% $4,275,000 50.2%
Payable to
Retire the Private Debt................ 518,000 7.0% 518,000 6.0%
Used for Discounted Purchase of Checks... 1,969,000 26.8% 2,919,097 34.3%
Used for Operating Expenses, Including
Salaries, Commissioned Agent Fees, Rent
and Other Office Expenses.............. 249,500 3.4% 384,142 4.5%
Used for Other Working Capital........... 333,000 4.6% 422,761 5.0%
Total Uses....................... $7,344,500 $8,519,000
</TABLE>

The Net Proceeds not immediately required for the purposes set forth above
will be invested in United States Government securities or other minimum risk,
short-term interest-bearing investments; provided, however, that the Company
will attempt not to invest the Net Proceeds in a manner which may result in the
Company being deemed to be an investment company under the Investment Company
Act of 1940.

14
<PAGE> 17

CAPITALIZATION

The following table sets forth the capitalization of the Company at
December 31, 1996, as adjusted on a pro forma basis to give effect to the
redemption during February 1997 by the Company of an aggregate of 1,198,000
shares of Common Stock (the "February Redemption"), the issuance of an aggregate
of 125,000 shares of the Common Stock to Gerald Nimberg, an affiliate of NYPF,
in connection with the closing of the NYPF Business Combination as part of the
consideration for NYPF's assets having an aggregate value of $50,928, the sale
of 900,000 Units being offered hereby and the application of the estimated Net
Proceeds from the sale of securities as set forth under "USE OF PROCEEDS." See
"PROPOSED BUSINESS -- The NYPF Business Combination" and "PRINCIPAL
SHAREHOLDERS." This table should be read in conjunction with the Company's
financial statements and the notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
AS ADJUSTED
FOR THIS
OUTSTANDING OFFERING
----------- -----------
<S> <C> <C>
Common Stock, $.001 par value: 20,000,000 shares authorized;
560,000 shares issued; 3,385,000 as adjusted for
redemptions after December 31, 1996, the closing of the
NYPF Business Combination and this Offering(1)............ $ 1,758 3,385
Additional paid in capital.................................. 11,176 7,738,268
Deferred offering costs..................................... (383,462)
Accumulated deficit......................................... (412,905) (412,905)
--------- ----------
Total shareholders' equity........................ $(783,433) $7,328,748
========= ==========
</TABLE>

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

(1) Includes the issuance of 125,000 shares to Mr. Nimberg in connection with
the closing of the NYPF Business Combination. Assumes no exercise of the
Purchase Warrants, the Over-Allotment Option, the Representative Options,
or the Lender Options and no issuance of the Prepayment Shares. See
"PROSPECTUS SUMMARY -- The Offering," "PROPOSED BUSINESS -- The NYPF
Business Combination," "PRINCIPAL SHAREHOLDERS," "UNDERWRITING" and Note 8
to Financial Statements of the Company.

15
<PAGE> 18

DILUTION

The difference between the public offering price per share and the pro
forma net tangible book value per share of Common Stock of the Company after
this Offering constitutes the dilution to investors in this Offering. Net
tangible book value per share is determined by dividing the net tangible book
value of the Company (total tangible assets less total liabilities and loan
origination costs) by the number of outstanding shares of Common Stock.

At December 31, 1996, the unaudited net tangible book value of the Company
was $(783,433) or approximately $(.45) per share of capital stock of the Company
(based upon 1,758,000 shares then outstanding). After giving effect to the
February Redemption, the closing of the NYPF Business Combination, the issuance
of an aggregate of 125,000 shares of the Common Stock to Mr. Nimberg in
connection with that closing as part of the consideration for NYPF's assets
having an aggregate value of $50,928, the sale of 900,000 Units offered hereby
(and assuming that a value of $0.125 is ascribed to the Purchase Warrants
included in the Units offered hereby) and the application of the estimated Net
Proceeds, the pro forma net tangible book value of the Company at December 31,
1996 would have been $2,494,259 or approximately $.74 per share, representing an
immediate increase in net tangible book value of $3,277,692 or $1.19 per share
to existing shareholders and an immediate dilution of $2.34 per Share to new
investors (which represents 76.0% of the public offering price of the Shares).
As of the date hereof, there are currently no plans, proposals, arrangements,
understandings or obligations with respect to the sale of additional securities
to any persons for the period commencing with the Closing, other than the
Company's issuance of shares of Common Stock upon the exercise of the
Over-Allotment Option, the Representative Options, the Lender Options and if the
February 1997 Debt is prepaid by the Company, the Prepayment Shares. See
"PROSPECTUS SUMMARY -- The Offering," "PROPOSED BUSINESS -- The NYPF Business
Combination," "PRINCIPAL SHAREHOLDERS," "UNDERWRITING" and Financial Statements
of the Company.

The following table illustrates the foregoing information with respect to
dilution to new investors on a per-share basis after this Offering:

<TABLE>
<S> <C> <C>
Initial public offering price per Share..................... $3.08(1)
Net tangible book value per share of Common Stock, before
this Offering............................................. $ (.45)
Increase per share of Common Stock attributable to payment
by new investors.......................................... 1.19
------
Pro forma adjusted net tangible book value per share of
Common Stock after this Offering.......................... .74
Net tangible book value dilution to new investors per Share
of Common Stock........................................... $2.34
=====
</TABLE>

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

(1) Reflects the initial offering price of one share of Common Stock, assuming
that a value of $.0125 is ascribed to each of the Purchase Warrants).

16
<PAGE> 19

The following table sets forth as of the Effective Date, with respect to
existing shareholders (including for this purpose Mr. Nimberg, who will become a
shareholder upon the closing of the NYPF Business Combination) and new investors
with respect to the number of shares of Common Stock included in the Units, on a
pro forma basis, a comparison of the number of shares of Common Stock acquired
from the Company, their percentage ownership of such shares, the total
consideration paid, the percentage of total consideration paid and the average
price per share of Common Stock:

<TABLE>
<CAPTION>
SECURITIES PURCHASED(1) TOTAL CONSIDERATION
------------------------ -----------------------
AMOUNT PERCENTAGE AMOUNT PERCENTAGE
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Existing Shareholders..................... 685,000 20.2% $ 385,685 4.4%
New Investors -- Shares................... 2,700,000 79.8% 8,325,000(2) 95.6%
---------- -----
$8,710,685 100%
========== =====
</TABLE>

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

(1) The above table assumes no exercise of the Purchase Warrants, the
Over-Allotment Option, the Representative Options or the Lender Options or
the issuance of the Prepayment Shares. If the Over-Allotment Option is
exercised in full, the new investors will have paid $9,572,400 for
3,105,000 Shares, representing approximately 96.1% of the total
consideration of $9,958,085, assuming no exercise of the Purchase Warrants,
the Representative Options, the Lender Options or the issuance of the
Prepayment Shares. See "PROSPECTUS SUMMARY -- The Offering," "PRINCIPAL
SHAREHOLDERS" and "UNDERWRITING."
(2) Before deduction of underwriting discounts and estimated expenses of the
Offering.

17
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the Financial
Statements and Notes thereto of the Company and NYPF included elsewhere in this
Prospectus.

GENERAL

The Company was organized in February 1995, and to date has had no revenues
and has not engaged in any operations. THE CLOSING IS SUBJECT TO THE
SIMULTANEOUS CLOSING OF THE NYPF BUSINESS COMBINATION. In addition to the
consummation of the NYPF Business Combination and entering into the check
factoring business, the Company may explore the possibility of offering other
financial services, including accounts receivable, asset based lending and
medical receivables financing. The Company has no agreements, agreements in
principle or understandings with respect to entering into these other commercial
finance areas and does not intend to enter into these areas in the immediate
future. See "PROPOSED BUSINESS -- The NYPF Business Combination" and
"-- Employees."

RESULTS OF OPERATIONS -- NYPF

The following discussion is based solely upon information provided to the
Company and its accountants by NYPF's management and accountants.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

For the year ended December 31, 1996, NYPF derived fee income of $2,605,549
from the purchase of checks, as compared to $1,467,620 for the year ended
December 31, 1995. This increase of approximately $1,137,929 (approximately
78.0%) was a result of the activities of a commissioned agent. Purchased checks
increased from $136,471,119 during 1995 to $253,365,164 during 1996. See
"PROPOSED BUSINESS -- Sources of Business" and "-- Commissioned Agent."

Selling, general and administrative expenses, including, among other
expenses, amounts paid in respect of sales representatives, payroll and related
expenses and office overhead costs (including rent) increased by $858,355
(91.2%) to $1,799,556 for the year ended December 31, 1996, as compared to
$941,201 for the year ended December 31, 1995. This increase was primarily a
result of a $369,906 increase in commissions to the commissioned agent and a
$29,517 increase in rent expense due to the opening of a third location in New
York City. NYPF's payroll costs increased to approximately $712,500 from
approximately $458,600 primarily as a result of additional employees hired at
its new facility. Selling, general and administrative expenses constituted
approximately 69.0% and 64.0% of fee income for the year ended December 31, 1996
and December 31, 1995, respectively.

18
<PAGE> 21

For the year ended December 31, 1996, interest expense was $500,595 versus
$210,704 for the year ended 1995. This increase of $289,891 (or 137.5%) is a
result of increased borrowings during fiscal year ended December 31, 1996 as
compared to the borrowings during fiscal year ended December 31, 1995. (See
"-- Liquidity and Capital Resources -- NYPF.")

Net income for the year ended December 31, 1996 was $465,269 as compared to
$288,601 for the year ended December 31, 1995, representing an increase by
approximately 61.2%. This increase resulted from an increase in the purchase of
checks and a corresponding increase in fee income, monies received from the
Company in the form of a forfeited deposit offset by increases in selling,
general and administrative expenses, primarily an increase in an officer's
salary, and interest expenses noted above. Net income as a percentage of fee
income was approximately 17.9% and 19.6% for the years ended December 31, 1996
and December 31, 1995, respectively. See Note D to "GENERAL CREDIT CORPORATION
UNAUDITED PRO FORMA FINANCIAL STATEMENTS".

NYPF's provision for income taxes reflects primarily the provision for New
York City income taxes as NYPF is approved for S corporation status for federal
and state income tax purposes, which provides for corporate taxable income to be
passed through directly to the shareholders.

LIQUIDITY AND CAPITAL RESOURCES -- NYPF

NYPF's capital requirements generally increase proportionately to the
aggregate face amount of checks purchased, although more rapid collection of
purchased checks can mitigate NYPF's cash needs.

Since its inception through December 31, 1996, NYPF has financed its
operations principally through (i) an equity investment of $50,000; (ii) working
capital loans in the aggregate amount of $1,924,984, provided by three financial
institutions and three financial services firms, individuals not affiliated with
NYPF, and Mr. Schultz, an officer of NYPF (the "Working Capital Loans"); and
(iii) net proceeds received from the collection of purchased checks. In June
1996, a Working Capital Management Account Line of Credit agreement between NYPF
and one of these financial services firms was activated whereby the maximum
principal amount outstanding at any time would be $300,000, which is
collateralized by most of the assets of NYPF. In addition, the provisions of the
agreement require NYPF to maintain cash in a separate trust account with the
financial services firm in an amount not less than 66% of the outstanding line
of credit balance. As of December 31, 1996, the outstanding line of credit
balance is $185,334 and the restricted cash associated with the agreement is
$122,320. Interest on the outstanding principal balance accrues at the annual
rate of prime plus 1%. As of December 31, 1996, NYPF was indebted pursuant to
the Working Capital Loans in the amount of $1,924,984, all of which liabilities
are anticipated to be extinguished upon the closing of the NYPF Business
Combination. See "RISK FACTORS -- Possible Use of Debt Financing; Debt of NYPF"
and Notes 3 and 4 to Financial Statements of NYPF.

During the year ended December 31, 1996, NYPF incurred positive cash flow
of $997,534. Such increase primarily related to increased borrowings of
approximately $771,100 and cash provided by operations of approximately
$621,000.

During the fiscal year ended December 31, 1995, NYPF incurred a net
increase in cash of $51,812 as a result of, among other things, cash flows from
operations of approximately $283,000, a reduction in borrowings of approximately
$53,000 and a payment of approximately $159,000 in dividend to shareholders.

As of December 31, 1996 and December 31, 1995 NYPF had available cash of
$2,244,928 and $1,247,394, respectively. NYPF's total liabilities increased to
$2,226,224 as of December 31, 1996 from $1,267,383 as of December 31, 1995.

Assuming the sale of the Securities offered hereby, of which there can be
no assurance, the Company expects to use approximately $1,969,000 (or $2,919,097
if the Over-Allotment Option is exercised in full) of the Net Proceeds to
purchase checks. The Company also expects that its operating expenses will
increase due to additional overhead, including the payment of salaries, required
for the increased monitoring and processing of newly acquired checks resulting
from increased cash controls and sites of the Company's business and for the
management of a public company. The Company expects that the Net Proceeds and
the anticipated cash

19
<PAGE> 22

flow from its operations will be sufficient to meet its working capital
requirements for at least 12 months. See "RISK FACTORS -- Use of Proceeds to
Repay Debt" and "MANAGEMENT -- Employment Agreements/Executive Compensation."

As of the Effective Date, the Company is not involved in any material
acquisitions, nor are any material acquisitions currently planned, other than
the NYPF Business Combination. There is no assurance that the Company's
resources will be sufficient to finance any acquisition or expansion other than
the NYPF Business Combination. See "PROPOSED BUSINESS -- Possible Expansion."

EFFECTS OF INFLATION

The Company believes that the results of its operations subsequent to the
NYPF Business Combination could be materially impacted by inflation, including
increases in interest rates generally, if inflation materially adversely
affected the operations of the NYPF Customers and their customers, and if
inflation materially increased NYPF's costs of obtaining working capital (e.g.,
if the Company entered into larger lines of credit in lieu of its maintaining
some of the current bank deposits against which it negotiates checks purchased
by it).

TAX CONSIDERATIONS

Simultaneously with the Closing, the Company will purchase the assets of
NYPF in the NYPF Business Combination. Included in the purchased assets will be
goodwill and other intangible assets of $4,834,489. The purchased goodwill and
intangibles will be held in connection with the conduct of a trade or business
and accordingly will be amortizable, for tax purposes, over a 15-year period
pursuant to Internal Revenue Code Section 197. See Note (E) to "GENERAL CREDIT
CORPORATION UNAUDITED PRO FORMA FINANCIAL STATEMENTS."

No substantial deferred tax assets or liabilities are anticipated to be
recorded in the application of Financial Accounting Standards Board Statement
No. 109, "Accounting for Income Taxes" to the assets purchased. Both the
allocation of purchase price and the depreciable lives of acquired assets will
be similar for both book and tax.

20
<PAGE> 23

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following sets forth the unaudited pro forma balance sheet as of
December 31, 1996 which has been prepared by combining the unaudited balance
sheets of General Credit Corporation (the "Company") and New York Payroll
Factors, Inc. ("NYPF"). The acquisition is being accounted for using the
purchase method as if the acquisition had occurred on December 31, 1996. The
combined balance sheet was based on terms provided in the asset purchase
agreement and reflects the issuance of common stock and receipt of proceeds from
the proposed public offering. The unaudited pro forma statements of operations
for the year ended December 31, 1996, which present the results of operations as
if: (a) NYPF had not elected to be treated as an S corporation during those
periods, (b) The Company had adjusted for a pro forma reduction in interest
expense for the year ended December 31, 1996, associated with the portion of the
Offering proceeds to be used to retire debt at December 31, 1996, (c) The
Company had reflected amortization of the excess purchase price over the net
book value of net assets acquired, which is currently estimated to be amortized
on a straight-line basis over a five-year period for identifiable intangibles
and a twenty-year period for goodwill. In management's opinion, all adjustments
necessary to reflect the effects of the transaction have been made.

The unaudited pro forma results of operations are not necessarily
indicative of the actual results that would have occurred had the transactions
been consummated on such date, nor is it necessarily indicative of future
financial position or operating results of the Company. The unaudited pro forma
financial statements and accompanying notes should be read in conjunction with
the historical financial statements and the related notes of the Company
included elsewhere in this prospectus. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION."

21
<PAGE> 24

GENERAL CREDIT CORPORATION

PRO FORMA BALANCE SHEET
(UNAUDITED)
AS OF DECEMBER 31, 1996

<TABLE>
<CAPTION>
HISTORICAL HISTORICAL GENERAL
GENERAL NEW YORK CREDIT
CREDIT PAYROLL PRO FORMA CORPORATION
CORPORATION FACTORS, INC. ADJUSTMENTS PRO FORMA
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents........ $ 650 $2,244,928 $ 217,991(A)(B)(C)(G) $2,463,569
Restricted cash.................. 122,320 (122,320)(C)
Accounts receivable, less
allowance for doubtful
accounts....................... 137,251 (137,251)(C)
Prepaid expenses and other
assets......................... 18,089 (18,089)(C)
--------- ---------- ----------- ----------
Total current assets... 650 2,522,588 (59,669) 2,463,569
Fixed assets, at cost, net of
accumulated depreciation and
amortization................... 41,368 41,368
Goodwill and other intangibles... 376,255 4,458,234(B) 4,834,489
Other assets..................... 4,762 9,560 14,322
--------- ---------- ----------- ----------
Total assets........... $ 5,412 $2,949,771 $ 4,398,565 $7,353,748
========= ========== =========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Notes payable.................... $ 518,000 $ 573,936 $(1,091,936)(C)(F)
Accounts payable and accrued
expenses....................... 270,845 203,123 (448,968)(C)(G) $ 25,000
Due to officer................... 689,650 (689,650)(C)
Long-term portion of notes
payable........................ 759,515 (759,515)(C)
--------- ---------- ----------- ----------
Total liabilities...... 788,845 2,226,224 (2,990,069) 25,000
--------- ---------- ----------- ----------
Shareholders' equity
(deficiency):
Common stock................... 1,758 50,000 (48,373)(A)(B)(C) 3,385
Additional paid-in capital..... 11,176 7,727,092(A)(C) 7,738,268
Retained earnings
(deficiency)................ (412,905) 673,547 (673,547)(C) (412,905)
Less deferred offering
costs..................... (383,462) 383,462(A)
--------- ---------- ----------- ----------
Total shareholders'
equity
(deficiency)......... (783,433) 723,547 7,388,634 7,328,748
--------- ---------- ----------- ----------
Total liabilities and
shareholders'
equity............... $ 5,412 $2,949,771 $ 4,398,565 $7,353,748
========= ========== =========== ==========
</TABLE>

22
<PAGE> 25

GENERAL CREDIT CORPORATION

PRO FORMA INCOME STATEMENT
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
HISTORICAL HISTORICAL GENERAL
GENERAL NEW YORK CREDIT
CREDIT PAYROLL PRO FORMA CORPORATION
CORPORATION FACTORS, INC. ADJUSTMENTS PRO FORMA
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue............................. $2,605,549 $2,605,549
Operating expenses:
General and administrative............ $ 103,325 1,742,751 1,846,076
Amortization expense.................. 871 56,805 $ 237,419(D)(F) 295,095
--------- ---------- --------- ----------
Income (loss) from
operations.................. (104,196) 805,993 237,419 464,378
Other (income) expense:
Interest expense...................... 108,296 500,595 (608,891)(E)
Other................................. 200,000 (200,000)
--------- ---------- --------- ----------
Income (loss) before provision
for income taxes............ (412,492) 505,398 371,472 464,378
Provision for income taxes.............. -- 40,129 175,512(G) 215,641
--------- ---------- --------- ----------
Net income (loss)............. $(412,492) $ 465,269 $ 195,960 $ 248,737
========= ========== ========= ==========
Pro forma net income per share(H)....... .30
==========
Pro forma weighted average number of
common shares outstanding(H).......... 817,000
==========
Pro forma net income per share including
shares sold in offering(I)............ .07
==========
Pro forma weighted average number of
common shares outstanding, including
shares sold in offering(I)............ 3,517,000
==========
</TABLE>

23
<PAGE> 26

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(A) To reflect the issuance of 900,000 units at an offering price of $10.00 per
unit of General Credit Corporation and the receipt of the net proceeds from
the offering of $7,344,500 as set forth in the Registration Statement. Each
unit consists of three shares of common stock and six redeemable common
stock warrants. Also reflects the redemption of 1,198,000 shares of common
stock for $1,198.

(B) To reflect cash payment of $4,500,000 and the issuance of 125,000 shares of
common stock of General Credit Corporation at $3.083 per share ($385,417)
to the owners of New York Payroll Factors, Inc. and the excess of purchase
price paid ($4,885,417) over the historical basis of net assets purchased
($50,928). The General Credit Corporation stock is valued at a price of
$3.083 which was determined based on the allocation of the offering price
as set forth in this Registration Statement.

(C) To reflect in the pro forma balance sheet those assets of $2,898,843
including cash of $2,060,714, to be distributed in accordance with the
asset purchase agreement and liabilities of $2,226,224 to be eliminated
prior to the effective date of the Acquisition.

(D) Represents amortization of the excess purchase price over the net book
value of assets acquired of $4,834,489 of which $350,000 has been allocated
to covenant not to compete and customer list to be amortized over a
five-year period and goodwill of $4,484,489 amortized over a twenty-year
period, less amortization reflected in the historical statements.

(E) To reflect a reduction in interest expense of $500,595 for the year ended
December 31, 1996, for interest incurred by New York Payroll Factors, Inc.
on debt that will not be assumed by the General Credit Corp., and an
additional reduction of $108,296 in interest associated with the portion of
the Offering proceeds used to retire General Credit Corporation's debt of
$518,000.

(F) To reflect the payment of the accrued liabilities of General Credit
Corporation relating to accrued interest and deferred registration costs.

(G) To reflect the provision for income taxes based upon pro forma income
before taxes as if New York Payroll Factors, Inc. had been a C corporation
and all the income has been generated within the State of New York and in
New York City. Historically, NYPF has filed its income tax returns as an
"S" corporation which provides for income and deductions to pass through
to, and be included in, the shareholders' respective income tax returns.

(H) Pro forma net income per share, for the year ended December 31, 1996, has
been computed by dividing pro forma net income by the weighted average
number of common shares outstanding (all shares deemed outstanding
throughout the period) and common stock equivalents of 132,000 outstanding
during the period. The pro forma weighted average number of common shares
includes the adjustment for the redemption of the 1,198,000 shares of
common stock, and does not reflect the increase in shares related to the
anticipated public offering.

(I) In addition to (I) above, the weighted average number of common shares
outstanding include shares issued in connection with the anticipated public
offering.

24
<PAGE> 27

PROPOSED BUSINESS

INTRODUCTION

Since its inception as a New York corporation in February 1995, the
Company's activities have been limited to administrative activities and, in
February 1996, entering into an agreement to purchase the business of NYPF.
Under the Charter, the Company was authorized to issue 200 shares of its common
stock, no par value. Pursuant to a plan of reorganization, effective on April
24, 1996, the Company authorized a 100,000-for-one stock split, changed the par
value of its common stock to $.001 per share, and effected an 8,790-for-one
stock dividend to its shareholders of record. See Note 1 to Financial Statements
of the Company. To date, the Company has not generated any revenues nor engaged
in any operations. THE CLOSING IS SUBJECT TO THE SIMULTANEOUS CLOSING OF THE
NYPF BUSINESS COMBINATION.

The description of NYPF in this Prospectus is based solely upon information
provided to the Company and its accountants by NYPF's management and
accountants.

Since the purchase of its current business in January 1992, NYPF has
provided working capital financing to the NYPF Customers through the discounted
purchase of checks (commonly referred to as "check factoring"), generally on a
non-recourse basis with respect to the NYPF Customers except to the extent of
forged signatures on and stop payments of the purchased checks. The NYPF
Customers are small- and medium-sized independent contracting firms located in
the New York City metropolitan area and northern New Jersey area, which NYPF's
management estimates have annual sales of at least $2,000,000 and some of which
provide goods and services to labor intensive businesses such as apparel
manufacturers (commonly referred to as "garment industry" firms) and
construction firms. Included among the NYPF Customers are sewing contractors,
wholesale distributors, independent trucking companies, printing companies,
converters, healthcare providers, insurers and commercial real estate owners.
The makers of the checks are manufacturers, construction firms and other
businesses paying for goods or services purchased from the NYPF Customers.
Occasionally, NYPF purchases checks directly from the manufacturers,
construction firms and other businesses themselves. The NYPF Customers, typical
of garment industry contractors and other small-and medium-sized vendors
generally, face extraordinary periodic short-term cash requirements. By
factoring checks, the NYPF Customer can realize cash more quickly.

Operating from a single office on the lower east side of Manhattan in 1992,
NYPF changed its emphasis from primarily Spanish-speaking sewing contractors in
the "garment district" of Manhattan, many of which required credit on a weekly
basis, to contractors predominantly owned by persons of Asian ancestry and
requiring nominal credit.

For the fiscal years ended December 31, 1995 and 1996, NYPF generated net
income of $288,601 and $465,269, respectively, from the negotiation by it of
checks purchased from NYPF Customers. See Financial Statements of NYPF. In
mid-1995, NYPF opened its second office, in midtown Manhattan near the "garment
district," and, in January 1996, NYPF opened its third site, on Seventh Avenue
in the "garment district." See "-- Facilities." NYPF also expanded its use of
sales agents from three in 1992 to eight currently, increasing the volume of
checks purchased by NYPF. Management of NYPF estimates that as of March 1, 1997,
there were over 1,800 NYPF Customers (900 of which were active on a monthly
basis), approximately 1,350 of which were predominantly Asian sewing contractors
(650 of which were active on a monthly basis).

INDUSTRY OVERVIEW

Factoring, including check factoring, has been a method of working capital
financing in the United States for over 200 years. The factoring industry has
undergone considerable consolidation over the past several years; as a result,
the industry is characterized by a small number of very large factors operating
nationally, with a multitude of small companies generally operating on a local
or regional basis. Currently, however, NYPF believes, based on an informal study
conducted by it, that, including NYPF, there are approximately 20 check
factoring firms operating in the New York City "garment district," all within
the same seven block area in which the NYPF Customers are located.

25
<PAGE> 28

THE NYPF BUSINESS COMBINATION

The NYPF Business Combination consists of the acquisition, by the Company
or its wholly-owned subsidiary corporation, of NYPF's corporate and trade names
and trademarks, goodwill, computer programs and software, lists of the NYPF
Customers and all other assets of NYPF associated with or related to NYPF's
business (excluding cash, the purchase price for the NYPF Business Combination,
and minutes, minute books and stock record books of NYPF), and assignment to the
Company or its wholly-owned subsidiary of purchase and sale agreements with
respect to factored checks between NYPF and the NYPF Customers, and rights of
NYPF's affiliates as tenants under three commercial leases, for total
consideration of (i) $4,700,000 in cash to NYPF at the closing of the NYPF
Business Combination, of which $425,000 has been paid to date, $200,000 of which
was paid by the Company as consideration for an expired non-refundable option
and (ii) the issuance of an aggregate of 125,000 shares of the Common Stock,
which shares are to be assigned to Gerald Nimberg, Vice President and Chief
Operating Officer of NYPF. Under certain circumstances, Mr. Nimberg is entitled
to certain piggy back registration rights with respect to his shares of Common
Stock. At the closing of the NYPF Business Combination, it is contemplated that
Mr. Nimberg will become the President and Chief Operating Officer of the Company
pursuant to a ten-year employment agreement with the Company, as well as a
director of the Company. See "MANAGEMENT -- Employment Agreements/Executive
Compensation." Messrs. Schultz and Nimberg, owners of the outstanding shares of
capital stock of NYPF, have agreed that each of them shall not compete with the
Company's operations for a period of five years within the geographic region
consisting of New York State, New Jersey and Connecticut. See "RISK FACTORS --
Dependence on Availability of Funding Sources" and "-- Possible Use of Debt
Financing; Debt of NYPF," "USE OF PROCEEDS," Note 8 to Financial Statements of
the Company and Note 6 to Financial Statements of NYPF.

NYPF'S OPERATING PROCEDURES

Management of NYPF estimates that NYPF typically purchases checks for
between 98% and 99% of the face amount of the check, depending on the amount of
the check, the historical volume of checks purchased by NYPF from each NYPF
Customer, whether the checks are presented directly by the NYPF Customer or
through a broker, whether the checks actually have been presented to NYPF at the
time of NYPF's payment to the NYPF Customer, and whether those checks are
post-dated. (Management of NYPF believes that the dollar amount of checks
purchased before they are presented to NYPF, and post-dated checks, is not
material). The weighted average discounted purchase price is 98.9% of the face
amount of the check. The difference between the face amount of the check and
NYPF's purchase price for the check is known as the "discount." The discount is
negotiated on a case by case basis. The Company believes that the NYPF Customers
prefer NYPF as opposed to more conventional financial institution financing as a
source of funds because (i) NYPF does not require complex credit agreements,
credit evaluation of NYPF Customers, guarantees or other credit enhancement,
financial statements, collateral or a minimum borrowing base of receivables or
inventory, all or some of which would typically be required by a financial
institution prior to establishing an accounts receivable or asset based line of
credit, and (ii) NYPF provides liquidity virtually upon demand of the NYPF
Customers, in larger amounts daily than most financial institutions are able to
supply. Management of NYPF estimates that during the year ended December 31,
1996, the average face amount of a check purchased by NYPF was approximately
$3,600 (unaudited) and NYPF purchased an average of $4,800,000 (unaudited) in
face amount of checks weekly, of which approximately $2,700,000 (unaudited) in
face amount of checks was purchased on Fridays and Saturdays. In an attempt to
limit its exposure arising from a purchased check not being collectible, NYPF's
policy is rarely to purchase any check the face amount of which is in excess of
$50,000. See "RISK FACTORS -- Credit Losses; Recessionary Environment."

NYPF's procedures include its entering into a Purchase and Sale Agreement
with each NYPF Customer, including a list of the current customers of the NYPF
Customer, stating the amount of the discount on checks to be purchased by NYPF
from the NYPF Customer, and providing, among other things, that (i) NYPF is not
required to purchase any check having a face amount less than $2,500, or not
made payable to the order of the NYPF Customer, or drawn on an account of anyone
other than a check maker approved by NYPF,

26
<PAGE> 29

(ii) the NYPF Customer is responsible for losses resulting from forged or
unauthorized signatures of makers of checks or stop payments of checks, (iii)
the NYPF Customer represents to NYPF that, among other things, it owns the
checks sold, each check represents payment for merchandise or services actually
delivered or performed for a customer of the NYPF Customer in a business and not
a consumer transaction, and each check is genuine and not subject to offsets or
defenses. NYPF generally requires presentation of identification by each
representative of an NYPF Customer seeking to sell a check to NYPF. NYPF
Customers can advise NYPF of check amounts and their requested bill
denominations so that cash envelopes are available when their representatives
arrive at NYPF's offices. NYPF also offers a door-to-door armed guard delivery
service upon the request of NYPF customers. Pursuant to banking resolutions and
powers of attorney in favor of NYPF provided by each NYPF Customer, NYPF
endorses each purchased check beneath the endorsement of the NYPF Customer
before depositing it in NYPF's bank account.

SOURCES OF BUSINESS

During 1995 and 1996, management of NYPF estimates that it obtained, as a
percentage of its fee income (i) approximately 10% from sales representatives at
a weighted average fee income of 1.0%, and (ii) approximately 25% from NYPF's
independent contractor relationship with Ace Ventures Inc. ("Ace"), described
below, operating from premises located at 499 Seventh Avenue, New York, New York
(see "-- Commissioned Agent"). NYPF has maintained a sales representation
relationship with one of its ten representatives for more than three years.

COMMISSIONED AGENT

NYPF entered into an agreement with Ace as of February 1, 1996. Under the
terms of that agreement, Ace, which is otherwise unaffiliated with NYPF, is
NYPF's exclusive agent to arrange check factoring with prospective NYPF
Customers predominantly owned by persons of Asian ancestry and operating
businesses located in midtown Manhattan, New York in or near the "garment
district" (the "Asian Market"), so long as Ace fulfills all of its requirements
under that agreement and maintains gross proceeds from the Asian Market of an
average of $700,000 per week, and Ace is required to refer to NYPF all check
factoring business that Ace generates in the Asian Market, with no obligation of
NYPF either to accept any particular Ace customer as an NYPF Customer or to
accept any minimum aggregate check face amount of business referred to NYPF
through Ace. NYPF generally is required under that agreement to supply Ace's
daily cash funding requirement requested by Ace from NYPF at least one week in
advance. Under that agreement, NYPF has agreed to pay Ace a commission
calculated as a percentage of NYPF's fee income resulting from Ace's efforts,
ranging from 40% to 50%, depending upon the amount of such fee income and the
days of check purchases; effective upon and after the Closing, Ace's commission
will be 50% of all of NYPF's fee income from the Asian Market resulting from
Ace's efforts. Under that agreement, Ace has agreed to reimburse NYPF for 50% of
the costs of remodeling the office located at 499 Seventh Avenue, New York, New
York (the "Ace Office"), telephone, alarm system, attorney review of the lease,
rent, common area charges, electricity, trash removal, security deposit and
office insurance, and Ace bears its operating costs for tellers, sales,
marketing, messenger, and delivery services. NYPF bears its costs for securing,
insuring, and delivering the cash to the Ace Office, and for money counting,
bookkeeping, and accounting at the Ace Office. NYPF is not restricted from
soliciting business directly from any prospective NYPF Customer, even within the
Asian Market, so long as NYPF does not do so on the premises of the Ace Office
and does not use an agent other than Ace to do so with respect to the Asian
Market. The agency initial term is the same as the term of the lease of the Ace
Office (ending on January 31, 2001). The term will renew automatically for one
year periods provided that neither party has breached any provision of the
agreement. See "-- Security" and "-- Facilities."

COMPETITION

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<PAGE> 30

resources than NYPF. NYPF believes, based on an informal study conducted by it,
that, including NYPF, there are approximately 20 check factoring firms operating
in the New York City "garment district," all within the same seven block area in
which the NYPF Customers are located, generating, in the aggregate,
approximately $26,000,000 gross proceeds weekly, and that NYPF generates the
most gross proceeds, both annually and, on an average, weekly. Based upon the
Company's informal survey, the four largest factors in the United States had
approximately $67,900,000,000 of reported gross proceeds in 1995, compared to
approximately $136,000,000 in gross proceeds for the Company in 1995. NYPF also
competes with other regional factoring companies that target clients similar to
the clients of NYPF, some of which have operated in the markets serviced by NYPF
for a longer period of time than NYPF. There can be no assurance that the
Company can continue to compete successfully with its competitors.

SECURITY

All NYPF employees work behind bullet-resistant plexiglass and steel
partitions, and security measures for each office include safes, alarm systems
and security cameras that are monitored by third parties, control over entry to
cash processing areas, detection of entry through perimeter openings, walls and
ceilings, checking all movement in and out of secured areas, wireless phones,
security guards and telephone battery back-up.

Since NYPF's business requires it to maintain a significant supply of cash
in its stores, NYPF is subject to the risk of cash shortages resulting from
theft and employee errors. Although the Company has implemented various programs
to reduce these risks and to provide security for its facilities and employees,
there can be no assurance that these problems will be eliminated. See "RISK
FACTORS -- Inherent Risks of Cash Business."

Daily transportation of currency and checks is provided by nationally
recognized armored carriers and insured bonded vendors.

EMPLOYEES

As of the Effective Date, after giving effect to the closing of the NYPF
Business Combination, the Company's employees will consist of its three
executive officers, Irwin Zellermaier, Gerald Nimberg and David Bader, and four
additional full-time and seven additional part-time employees. Subsequent to the
consummation of the NYPF Business Combination, Messrs Bader and Nimberg will
devote their full business time to the operations of the Company and Mr.
Zellermaier will continue to devote approximately 75% of his business time to
the Company's business. Prior to the consummation of the NYPF Business
Combination, Mr. Bader devotes approximately 25% of his business time to the
affairs of the Company.

REGULATION

Under the Bank Secrecy Act and the Financial Recordkeeping and Currency and
Foreign Transactions Reporting Act regulations of the U.S. Department of the
Treasury, each financial institution, including check cashers such as NYPF, must
file a CTR for each deposit, withdrawal, exchange of currency, or other payment
or transfer, by, through, or to the financial institution which involves a
transaction in currency of more than $10,000. Any series of transactions within
any calendar day that total more than $10,000, and that NYPF has knowledge were
effected by or on behalf of the same person, must also be reported. In addition,
NYPF is required to report any "suspicious or unusual activity" to its Bank
Secrecy Act examiner, the Internal Revenue Service. The civil penalty imposed
upon NYPF and any director, officer or employee of NYPF willfully violating
these requirements is not more than the greater of the amount (not to exceed
$100,000) involved in the transaction (if any) or $25,000. Criminal penalties
for intentional violations include fines of up to $500,000, and up to ten years
imprisonment, or both.

During a typical week, approximately 25 of NYPF's transactions require the
filing of a CTR. The Company believes NYPF's computerized daily transaction
reports, its staff training and supervision and its diligence and persistence in
obtaining from the NYPF Customers the information required to be reported assist
NYPF in complying with these reporting requirements, but there can be no
assurance that all information reported by NYPF is accurate, complete, and in
accordance with such statute and regulations.

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<PAGE> 31

There can be no assurance that the Company will not be materially adversely
affected by legislation or regulations enacted in the future.

POSSIBLE EXPANSION

The Company plans, at a future time, to explore the possibility of its
opening additional check factoring offices and its providing a broader range of
financial services to small- and medium-sized firms, including asset based
lending, invoice or accounts and credit card receivable factoring and premium
finance services, both within and outside the New York City metropolitan area
and northern New Jersey area. The Company believes that there exists a market
niche to deliver working capital assistance to small- and medium-sized companies
that are seeking funding in the $250,000 to $1,000,000 range. As a means of
positioning itself to enter into the business of providing a broader range of
products to its customers, the Company may acquire an established business
operation. The Company has no agreements, agreements in principle or
understandings with regard to an acquisition of an operating business or with
regard to providing a broader range of services generally and does not intend to
enter into such an acquisition in the immediate future.

FACILITIES

Since February, 1995, the Company, pursuant to a month-to-month sublease
agreement with Irwin Zellermaier, Chairman, Chief Executive Officer and a
director of the Company, at no cost to the Company, has maintained its executive
offices in approximately 1,000 square feet of space located at 211 East 70th
Street, New York, New York 10021. The Company considers this space, which is
leased by Mr. Zellermaier, adequate for its current operations. Upon the
Closing, the Company will terminate its operations at 211 East 70th Street and
assume NYPF's leases, and may lease additional office space in NYPF's service
area (the New York City metropolitan area and northern New Jersey area). As of
the date hereof, the Company has no agreements, agreements in principle or
understandings with respect to the acquisition of such additional leased office
space. NYPF bears the obligations of its affiliates under two separate
noncancelable operating leases through January 31, 2002 and July 31, 2000,
respectively, for office space of 500 square feet and 1,200 square feet,
respectively, located at 201 Allen Street (on the lower east side of Manhattan)
and 55 West 39th Street (in midtown Manhattan near the "garment district"). Ace
operates out of leased space at 499 Seventh Avenue, New York, New York, pursuant
to a five-year lease through January 31, 2001. The aggregate minimum rentals
under these leases through January 31, 2002 are $347,747. See "-- Commissioned
Agent" and Note 5 to Financial Statements of NYPF.

29
<PAGE> 32

MANAGEMENT

The following sets forth certain information concerning the directors and
executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Irwin Zellermaier(1)........... 71 Chairman, Chief Executive Officer, director and,
until the closing of the NYPF Business Combination,
President
Gerald Nimberg................. 53 President, Chief Operating Officer, director, all
effective as of the closing of the NYPF Business
Combination
David Bader.................... 51 Vice President, Secretary, Treasurer, Chief
Financial Officer, director
Vincent J. Putignano(1)(2)..... 51 director

Brien G. Reidy(1)(2)........... 45 director
</TABLE>

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

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.

IRWIN ZELLERMAIER, Chairman and Chief Executive Officer and director of the
Company since February 1995, and President of the Company from February 1995
until the closing of the NYPF Business Combination, has been engaged in
investment banking and management consulting as a sole proprietorship for more
than five years. Since January 1, 1990, he has been associated as an independent
contractor with Eagle Funding, a mortgage broker with respect to commercial
properties.

GERALD NIMBERG, President and Chief Operating Officer and director of the
Company effective as of the closing of the NYPF Business Combination, has been
Vice President and Chief Operating Officer of NYPF since May 1993. From May 1992
until May 1993, he was Regional Manager of Exchange Mortgage, Inc., a
residential mortgage lending firm, and from May 1991 until May 1992, he was
Regional Manager of Gelt Funding, also a residential mortgage lending firm.
Previously, he was a manager of various divisions of Sun Oil.

DAVID BADER, Vice President, Secretary, Treasurer and Chief Financial
Officer and director of the Company since April 1996, has been engaged in
financial and management consulting through Riz Business Consultants since 1988.

VINCENT J. PUTIGNANO, director of the Company since July 1996, has operated
a securities brokerage and investment banking and consulting business in New
York State since 1978. Before March 1991, he was President and Chief Executive
Officer of United States Business Products, Inc., a business equipment firm.
Since March 1991, he has engaged in sales administration and consulting with
Minor & Casey, a commercial real estate firm.

BRIEN G. REIDY, director of the Company since July 1996, has been engaged
in financial consulting and public relations in California and New York since
1987.

Each director serves until the next annual meeting of shareholders and
until his successor is elected and qualified. Each officer is appointed to serve
until the next annual meeting of the Board of Directors and until his successor
has been appointed and qualified.

The Charter includes certain provisions, permitted under Corporate Law,
that a director of the Company will not be personally liable to the Company or
its shareholders for damages for breach of duty as a director, except for
liability arising from (i) acts or omissions in bad faith or which involve
intentional misconduct or a knowing violation of law, (ii) any transaction from
which the director personally gained in fact a financial or other advantage to
which he was not legally entitled, or (iii) certain corporate actions prohibited
by Corporate Law. See "RISK FACTORS -- Elimination of Liability for Directors"
and "DESCRIPTION OF SECURITIES -- Charter and By Laws."

30
<PAGE> 33

EMPLOYMENT AGREEMENTS/EXECUTIVE COMPENSATION

Irwin Zellermaier and David Bader, currently the only two employees of the
Company, have received no cash compensation from the Company since its inception
for their services rendered. Mr. Zellermaier, however, has received from the
Company reimbursement for his reasonable business expenses incurred in
connection with activities on behalf of the Company.

In June 1996, Irwin Zellermaier entered into a ten-year employment
agreement with the Company, effective immediately. Under the terms of that
agreement, Mr. Zellermaier serves as the Chairman and Chief Executive Officer of
the Company and becomes entitled to receive an annual base salary of $160,000
per annum subsequent to the Closing and continuing through and including June
2006. Mr. Zellermaier currently devotes and will continue to devote
approximately 75% of his business and professional time to the affairs of the
Company. The employment agreement with Mr. Zellermaier further provides that Mr.
Zellermaier shall receive bonuses and such other fringe benefits as are paid to
other executive officers of the Company. Such fringe benefits take the form of
medical coverage and an automobile expense allowance of $1,500 per month, the
aggregate value of which is estimated at approximately $20,800 per annum.
Further pursuant to the terms of his employment agreement, Mr. Zellermaier has
agreed during the term of his employment with the Company and for a three-year
period thereafter not to compete with the Company.

David Bader serves as the Vice President and Chief Financial Officer of the
Company pursuant to the terms of a five-year employment agreement which
terminates in June 2001. Pursuant to the agreement, Mr. Bader is entitled to
receive an annual base salary of $85,000 per annum, effective as of the Closing.
The employment agreement with Mr. Bader further provides for payment of bonuses
and for such other fringe benefits as are paid to other executive officers of
the Company. Such fringe benefits take the form of medical coverage and an
automobile expense allowance of $150 per month, the aggregate value of which is
estimated at approximately $7,240 per annum. Further pursuant to the terms of
his employment agreement, Mr. Bader has agreed during the term of his employment
with the Company and for a three-year period thereafter not to compete with the
Company.

At the closing of the NYPF Business Combination, Gerald Nimberg and the
Company will enter into a ten-year employment agreement which will terminate on
the tenth anniversary of that closing, pursuant to which, Mr. Nimberg, as of
that closing, shall begin to serve as the President and Chief Operating Officer
of the Company. The employment agreement with Mr. Nimberg provides that Mr.
Nimberg shall receive an annual base salary of $105,000 per annum, commencing
with the closing of the NYPF Business Combination, with annual adjustments for
increases in the Consumer Price Index. The employment agreement with Mr. Nimberg
further provides for payment of bonuses and for such other fringe benefits as
are paid to other executive officers of the Company. Such fringe benefits take
the form of medical coverage, the aggregate value of which is estimated at
approximately $5,440 per annum. In addition, the employment agreement provides
that at the closing of the NYPF Business Combination, the Company shall loan to
Mr. Nimberg the sum of $250,000, which sum, with simple interest calculated on
the basis of the annual rate of 9.25%, shall be repaid by Mr. Nimberg to the
Company through payroll deductions over ten years, interest only being payable
during the first two years. Further pursuant to the terms of his employment
agreement, Mr. Nimberg has agreed during the term of his employment with the
Company and for a three-year period thereafter not to compete with the Company.

The agreement with each of Messrs. Zellermaier, Bader and Nimberg provides
that, if his employment is terminated by the Company for cause (as defined in
the agreement) or by voluntary unilateral decision by the employee without
cause, then the employee is entitled to his base salary under the agreement
earned, accrued vacation, and reimbursements of expenses, through the date of
termination. In addition, the agreement with each of Messrs. Zellermaier and
Bader provides that, if his employment is otherwise terminated, employee is
entitled to receive, in one lump sum payment, the employee's total compensation
(base salary plus bonus) paid by the Company to the employee for the six months
prior to termination and all applicable allowances and reimbursements to the
date of termination.

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<PAGE> 34

CONFLICTS OF INTEREST

It is anticipated that Irwin Zellermaier will devote approximately 75% of
his business time to the affairs of the Company and, accordingly, may have
conflicts of interest in allocating his management time among the Company's
operations and various real estate-related activities that will not be in
conflict with the Company's business.

In the course of his other business activities, including private
investment activities, however, Mr. Zellermaier may become aware of investment
and business opportunities which may be appropriate for presentation to the
Company as well as the other entities with which he is affiliated. He may have
conflicts of interest in determining to which entity a particular business
opportunity should be presented. In general, officers and directors of
corporations incorporated under the laws of the State of New York are required
to present certain business opportunities to such corporations. Accordingly, as
a result of multiple business affiliations, Mr. Zellermaier may have similar
legal obligations relating to presenting certain business opportunities to
multiple entities. In addition, conflicts of interest may arise in connection
with evaluations of a particular business opportunity by the Board of Directors
with respect to the foregoing criteria. There can be no assurances that any of
the foregoing conflicts will be resolved in favor of the Company.

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<PAGE> 35

PRINCIPAL SHAREHOLDERS

The following table sets forth information, as of the date hereof and as
adjusted to reflect the issuance of an aggregate of 125,000 shares of Common
Stock to Mr. Nimberg in connection with the NYPF Business Combination and the
sale of the Shares offered hereby, based on information obtained from the
persons named below, with respect to the beneficial ownership of shares of
Common Stock by (i) each person known by the Company to be the owner of more
than 5% of the outstanding shares of Common Stock; (ii) each director; and (iii)
all officers and directors as a group:

<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
---------------------------- -----------------------------
AMOUNT AND APPROXIMATE AMOUNT AND APPROXIMATE
NATURE OF PERCENTAGE OF NATURE OF PERCENTAGE OF
BENEFICIAL OUTSTANDING BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) SHARES(2) OWNERSHIP(1) SHARES(3)
------------------------------------ ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Irwin Zellermaier
211 East 70th Street
New York, NY 10021........................ 380,000 67.9% 380,000 11.2%
Victoria Kleinmunz(4)
17 Bayowski Road
West Orange, NJ 07052..................... 150,000 26.7% 150,000 4.4%
Gerald Nimberg
1009 Owl Place
Cherry Hill, NJ 08003..................... -- -- 125,000(5) 3.7%
David Bader
38 Milton Road
Babylon, NY 11702......................... 30,000 5.4% 30,000 1.0%
Vincent J. Putignano
907 Palmer Avenue
Mamaroneck, NY 10543...................... -- -- -- --
Brien G. Reidy
Seven Miller Lane West
East Hampton, NY 11937.................... -- -- -- --
All officers and directors as a group
(4 persons before the Closing, 5 persons
after the Closing)........................ 410,000 100.0% 535,000 15.9%
</TABLE>

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

(1) Unless otherwise noted, all persons named in the table have sole voting and
sole investment power with respect to all shares of Common Stock
beneficially owned by them, and no persons named in the table are acting as
nominees for any persons or are otherwise under the control of any person
or group of persons. As used herein, the term "beneficial ownership" with
respect to a security is defined by Rule 13d-3 under the Exchange Act as
consisting of sole or shared voting power (including the power to vote or
direct the vote) or sole or shared investment power (including the power to
dispose or direct the disposition) with respect to the security through any
contract, arrangement, understanding, relationship or otherwise, including
a right to acquire any such power during the next 60 days. Unless otherwise
noted for such persons, beneficial ownership consists of sole ownership,
voting and investment power with respect to all shares shown as
beneficially owned by them.
(2) Based upon 560,000 shares of Common Stock outstanding before the Closing
and the closing of the NYPF Business Combination, excluding 198,000 shares
of Common Stock reserved for issuance upon exercise of the Lender Options.
(3) Based upon 3,385,000 shares of Common Stock to be outstanding after the
Closing and the closing of the NYPF Business Combination, assuming no
exercise of the Purchase Warrants, Over-Allotment Option, Representative
Options, or Lender Options and no issuance of the Prepayment Shares. See
"UNDERWRITING."
(4) Represents shares held by D.P. Morton & Associates, L.L.C., a private
entity investing for its own account, of which Victoria Kleinmunz is the
owner of 98% of the outstanding shares of common stock and the sole
director.

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<PAGE> 36

(5) Represents shares of Common Stock contemplated to be issued simultaneously
with the closing of the NYPF Business Combination, pursuant to the
provisions of the agreement between the Company and NYPF providing for the
NYPF Business Combination. Upon the closing of the NYPF Business
Combination, Mr. Nimberg will become an officer and a director of the
Company. See "PROPOSED BUSINESS -- The NYPF Business Combination."

Mr. Zellermaier may be deemed to be a "promoter" and "parent" of the
Company, as such terms are defined under the federal securities laws.

DESCRIPTION OF SECURITIES

GENERAL

The Company is authorized to issue 20,000,000 shares of Common Stock, par
value $.001 per share. Prior to this Offering, 560,000 shares of Common Stock
are outstanding, held of record by three persons. Upon the closing of the NYPF
Business Combination, an additional 125,000 shares will be issued, in addition
to the Securities purchased in this Offering. See "PRINCIPAL SHAREHOLDERS."

UNITS

Each Unit being offered hereby consists of three shares of Common Stock and
six Purchase Warrants. Each Purchase Warrant entitles the holder thereof to
purchase one share of Common Stock at $3.375 per share, subject to adjustment.
No fractional shares will be issued upon exercise of the Purchase Warrants. Upon
issuance of the Units, the Shares and Purchase Warrants comprising the Units
will be immediately detachable and separately tradeable.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by shareholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor. In the event of liquidation, dissolution or winding
up of the Company, the holders of Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of Common Stock, as
such, have no conversion, preemptive or other subscription rights, and, except
as noted herein, there are no redemption provisions applicable to the Common
Stock. All of the outstanding shares of Common Stock are, and the Shares, when
issued and paid for as set forth in this Prospectus, will be, fully paid and
nonassessable. See "UNDERWRITING."

The holders of Common Stock do not have any subscription, redemption or
conversion rights, nor do they have any preemptive or other rights to acquire or
subscribe for additional, unissued or treasury shares. Accordingly, if the
Company were to elect to sell additional shares of Common Stock following this
Offering, persons acquiring Common Stock in this Offering would have no right to
purchase additional shares, and, as a result, their percentage equity interest
in the Company would be reduced.

Pursuant to the Company's By Laws, except for any matters which, pursuant
to Corporate Law, require a greater percentage vote for approval, the holders of
majority of the issued and outstanding Common Stock entitled to vote, if present
in person or by proxy, are necessary and sufficient to constitute a quorum for
the transaction of business at meetings of the Company's shareholders. Further,
except as to any matter which, pursuant to Corporate Law, requires a greater
percentage vote for approval, the affirmative vote of the holders of a majority
of the Common Stock voted on the matter (provided a quorum as aforesaid is
present) is necessary and sufficient to authorize, affirm or ratify any act or
action except the election of directors, which is by a plurality of the votes
cast.

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<PAGE> 37

The holders of Common Stock do not have cumulative voting rights.
Accordingly, the holders of more than half of the outstanding shares of Common
Stock can elect all of the directors to be elected in any election. In such
event, the holders of the remaining shares of Common Stock would not be able to
elect any directors. The Board of Directors is empowered to fill any vacancies
on the Board of Directors created by the resignation, death or removal of
directors.

In addition to voting at duly called meetings at which a quorum is present
in person or by proxy, Corporate Law, the Charter and the Company's By Laws
provide that shareholders may take action without the holding of a meeting by
written consent or consents signed by the holders of that number of the
outstanding shares of the capital stock of the Company entitled to vote thereon
which would be required to take the subject action. Prompt notice of the taking
of any action without a meeting by less than unanimous consent of the
shareholders will be given to those shareholders who do not consent in writing
to the action. The purposes of this provision are to facilitate action by
shareholders and to reduce the corporate expense associated with annual and
special meetings of shareholders. Pursuant to the rules and regulations of the
Commission, if shareholder action is taken by written consent, the Company will
be required to send to each shareholder entitled to vote on the matter acted on,
but whose consent was not solicited, an information statement containing
information substantially similar to that which would have been contained in a
proxy statement.

Upon the Closing, without giving effect to the exercise of the Purchase
Warrants, Over-Allotment Option, Representative Options, or Lender Options or
the issuance of the Prepayment Shares, the Company's executive officers and
directors will beneficially own approximately 15.9% of the outstanding shares of
Common Stock, and may accordingly be in a position to significantly influence
the voting results of certain actions required or permitted to be taken by
shareholders of the Company, including the election of directors. As a result,
the officers and directors of the Company are in a position to control the
outcome of substantially all matters on which shareholders are entitled to vote,
including the election of directors.

PURCHASE WARRANTS

The following is a brief summary of certain provisions of the Purchase
Warrants, but such summary does not purport to be complete and is qualified in
all respects by reference to the actual text of the Purchase Warrant Agreement
between the Company and American Stock Transfer & Trust Company (the "Transfer
and Warrant Agent"). A copy of the Purchase Warrant Agreement has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part. See
"ADDITIONAL INFORMATION."

Exercise Price and Terms. Each Purchase Warrant entitles the holder
thereof to purchase, at any time from the Effective Date through the fifth
anniversary of the Effective Date, one share of Common Stock at a price of
$3.375 per share if exercised prior to , 2002, when the Purchase
Warrants expire, subject to adjustment in accordance with the anti-dilution and
other provisions referred to below.

The holder of any Purchase Warrant may exercise such Purchase Warrant by
surrendering the certificate representing the Purchase Warrant to the Transfer
and Warrant Agent, with the subscription form on the reverse side of such
certificate properly completed and executed, together with payment of the
exercise price. The Purchase Warrants may be exercised at any time in whole or
in part at the applicable exercise price until expiration of the Purchase
Warrants three years from the Effective Date. No fractional shares will be
issued upon the exercise of the Purchase Warrants.

35
<PAGE> 38

Purchase Warrants, such Purchase Warrants will be exercisable until the close of
business on the date for redemption fixed in such notice. If any Purchase
Warrant called for redemption is not exercised by such time, it will cease to be
exercisable and the holder will be entitled only to the redemption price.
Redemption of the Purchase Warrants could force the Purchase Warrant holders
either to (i) exercise the Purchase Warrants and pay the exercise price thereof
at a time when it may be less advantageous economically to do so, or (ii) accept
the redemption price in consideration for cancellation of the Purchase Warrant,
which could be substantially less than the market value thereof at the time of
redemption.

The exercise price of the Purchase Warrants bear no relation to any
objective criteria of value and should in no event be regarded as an indication
of any future market price of the Securities offered hereby.

The Company has authorized and reserved for issuance a sufficient number of
shares of Common Stock to accommodate the exercise of all Purchase Warrants to
be issued in this Offering. All shares of Common Stock issued upon exercise of
the Purchase Warrants, if exercised in accordance with their terms, will be
fully paid and non-assessable.

Adjustments. The exercise price and the number of shares of Common Stock
purchasable upon exercise of the Purchase Warrants are subject to adjustment
upon the occurrence of certain events, including stock dividends, stock splits,
combinations or reclassification of the Common Stock, or sale by the Company of
shares of its Common Stock (or other securities convertible into or exercisable
for Common Stock) at a price per share or share equivalent below the
then-applicable exercise price of the Purchase Warrants or the then-current
market price of the Common Stock. Additionally, an adjustment would be made in
the case of a reclassification or exchange of Common Stock, consolidation or
merger of the Company with or into another corporation, or sale of all or
substantially all of the assets of the Company, in order to enable Purchase
Warrant holders to acquire the kind and number of shares of stock or other
securities or property receivable in such event by a holder of that number of
shares of Common Stock that would have been issued upon exercise of the Purchase
Warrant immediately prior to such event. No adjustments will be made until the
cumulative adjustments in the exercise price per share amount to $.05 or more.
No adjustment to the exercise price of the shares subject to the Purchase
Warrants will be made for dividends (other than stock dividends), if any paid on
the Common Stock or upon exercise of the Purchase Warrants, the Underwriter
Warrant or any other options or warrants outstanding as of the date of this
Prospectus.

Transfer, Exchange and Exercise. The Purchase Warrants are in registered
form and may be presented to the Transfer and Warrant Agent for transfer,
exchange or exercise at any time prior to their expiration date three years from
the Effective Date, at which time the Purchase Warrants become wholly void and
of no value. If a market for the Purchase Warrants develops, the holder may sell
the Purchase Warrants instead of exercising them. There can be no assurance,
however, that a market for the Purchase Warrants will develop or continue. If
the Company is unable to qualify for sale in particular states the Common Stock
underlying the Purchase Warrants, holders of the Purchase Warrants residing in
such states and desiring to exercise the Purchase Warrants will have no choice
but to sell such Purchase Warrants or allow them to expire. See "--Transfer and
Warrant Agent."

Warrant Holder Not a Shareholder. The Purchase Warrants do not confer upon
holders any voting or any other rights as shareholders of the Company.

CHARTER AND BY LAWS

Pursuant to Corporate Law, if the certificate of incorporation or a by-law
adopted by the shareholders so provides, then the power to adopt, amend and
repeal a corporation's by-laws is conferred upon the board of directors as well
as the shareholders, but any by-law adopted by the board of directors may be
amended or repealed by the shareholders. The shareholders of the Company have
not adopted any by-law. The Company's By Laws provide that (i) the Board of
Directors has no power to change the quorum for meetings of shareholders or of
the Board of Directors, or to change any provisions of the By Laws with respect
to the removal of directors or the filling of vacancies on the Board of
Directors resulting from the removal of one or more directors by the
shareholders and (ii) each director has one vote on each matter for which
directors are entitled to vote and, except as otherwise provided by law, by the
Charter or by the By Laws, the action of a

36
<PAGE> 39

majority of the directors present at any meeting at which a quorum is present
will be the act of the Board of Directors.

The Charter provides with respect to the indemnification of directors and
officers that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by Corporate Law. See "RISK FACTORS -- Elimination of
Liability for Directors".

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, there will be 3,385,000 shares of Common
Stock outstanding excluding (a) an aggregate of 5,400,000 shares issuable upon
the exercise of (i) the Purchase Warrants; (ii) the Over-Allotment Option; and
(iii) the Representative Option, including shares issuable under the Purchase
Warrants included in the Representative Options granted as of the Effective
Date, and (b) an aggregate of 198,000 shares of Common Stock reserved for
issuance upon exercise of the Lender Options. See "CAPITALIZATION" and
"UNDERWRITING." Of these shares, the 2,700,000 shares sold in this Offering, the
5,400,000 shares underlying the Purchase Warrants, and the shares issuable upon
full exercise of the Over-Allotment Option and the exercise of the
Representative Option and the Purchase Warrants included in the Representative
Option will be freely tradeable without restriction or further registration
under the Securities Act, except for any such shares purchased by an "affiliate"
of the Company. The 560,000 shares currently outstanding, the 125,000 shares
issuable to Mr. Nimberg in connection with the NYPF Business Combination, the
198,000 shares of Common Stock issuable upon exercise of the Lender Options and
the Prepayment Shares, if issued, are "restricted securities" as defined in Rule
144 and may not be sold without registration under the Securities Act unless
pursuant to an applicable exemption therefrom (collectively, the "Restricted
Shares" or "Current Shares").

In general, under Rule 144, a person (or persons whose shares are required
to be aggregated) who has satisfied a two-year holding period (or such shorter
period as prescribed by the rules of the Commission) may, under certain
circumstances, sell within any three-month period a number of Restricted Shares,
and an "affiliate" of the Company may, under certain circumstances, sell within
any three-month period a number of shares, whether or not Restricted Shares,
which does not exceed the greater of 1% of the then-outstanding shares of Common
Stock or the average weekly trading volume during the four calendar weeks prior
to such sale as reported on NASDAQ, all exchanges and the consolidated
transaction reporting system. Rule 144 also permits the sale of Restricted
Shares without any quantity limitations by a person who is not an "affiliate" of
the Company, who has not been an "affiliate" of the Company for at least three
months immediately preceding the sale, and who has owned the shares for at least
three years (or such shorter period as prescribed by the rules of the
Commission). The holders of all of the Current Shares and all of the Lender
Options have agreed not to sell any shares of Common Stock for a period of 24
months from the Effective Date, or any longer period required by the law of any
state (the "Lock-up").

The Company is unable to predict the effect that any subsequent sales of
the Company's securities by its existing shareholders, under Rule 144 or
otherwise, may have on the then-prevailing market price of the Common Stock,
although such sales could have a depressive effect on such market price. The
foregoing summary of Rule 144 is not intended to be a complete description
thereof.

DIVIDENDS

The Company has not paid any dividends on its capital stock to date and
does not currently intend to pay cash dividends prior to the consummation of the
NYPF Business Combination. The payment of dividends after the NYPF Business
Combination, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and general financial condition at that
time. The payment of any dividends subsequent to NYPF Business Combination will
be within the discretion of the Company's then Board of Directors. It is the
current intention of the Board of Directors to retain all earnings, if any, for
use in the Company's business operations and, accordingly, the Board does not
anticipate paying any cash dividends in the foreseeable future.

TRANSFER AND WARRANT AGENT

The transfer agent for the Common Stock and the warrant agent for the
Purchase Warrants is American Stock Transfer & Trust Company, New York, New
York.

37
<PAGE> 40

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters"), for whom Barron Chase Securities,
Inc. (the "Representative") is acting as Representative, have severally agreed
to purchase from the Company an aggregate of 900,000 Units. The number of Units
which each Underwriter has agreed to purchase is set forth opposite its name.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF UNITS
- ----------- ---------------
<S> <C>
Barron Chase Securities, Inc................................

</TABLE>

The Units are offered by the Underwriters subject to prior sale, when, as
and if delivered to and accepted by the Underwriters and subject to approval of
certain legal matters by counsel and certain other conditions. The Underwriters
are committed to purchase all Units offered by this Prospectus, if any are
purchased.

The Company has been advised by the Representative that the Underwriters
propose to offer the Units to the public at the offering price set forth in the
cover page of this Prospectus, and that the Underwriters may allow concessions
to certain selected dealers who are members of the National Association of
Securities Dealers, Inc. ("NASD") and certain foreign dealers, all of whom agree
to sell the Units in conformity with the NASD's Conduct Rules. Such concessions
will not exceed the amount of the underwriting discount that the Underwriters
are to receive.

The Company has granted to the Representative an Over-Allotment Option,
exercisable for 45 days from the Effective Date, to purchase up to an additional
135,000 Units at the public offering price less the Underwriting Discount
(defined below) set forth on the cover page of this Prospectus. The
Representative may exercise this option solely to cover over-allotments in the
sale of the Securities being offered by this Prospectus.

Officers and directors of the Company may (but currently have no plans,
arrangements or understandings to) introduce the Representative to persons to
consider this Offering and to purchase Units either through the Representative,
other Underwriters or through participating dealers. In this connection,
officers and directors will not receive any commissions or any other
compensation. No Units have been reserved for the purpose of satisfying the
requests of persons introduced by officers or directors of the Company.

The Company has agreed to pay to the Representative a commission of 10% of
the gross proceeds of this Offering (the "Underwriting Discount"), including the
gross proceeds from the sale of the Over-Allotment Option, if exercised. In
addition, the Company has agreed to pay to the Representative the
Non-Accountable Expense Allowance of 3% of the gross proceeds of this Offering,
including proceeds from any Units purchased pursuant to the Over-Allotment
Option. The Representative's expenses in excess of the Non-Accountable Expense
Allowance will be paid by the Representative. To the extent that the expenses of
the Representative are less than the amount of the Non-Accountable Expense
Allowance received, such excess shall be deemed to be additional compensation to
the Representative.

The Company has agreed to engage the Representative as a financial advisor
for a period of three years from the Closing, at a fee of $108,000, all of which
is payable to the Representative at the Closing. Pursuant to the terms of a
financial advisory agreement, the Representative has agreed to provide, at the
Company's request, advice to the Company concerning potential merger and
acquisition and financing proposals, whether by public financing or otherwise.
There are currently no plans, proposals, arrangements or understandings with
respect to any potential merger, acquisition, financing proposal or joint
venture.

Prior to this Offering, there has been no public market for the Units, the
Shares or Purchase Warrants. Consequently, the initial public offering price for
the Units, and the terms of the Purchase Warrants (including the exercise price
of the Purchase Warrants), have been determined by negotiation between the

38
<PAGE> 41

Company and the Representative. Among the factors considered in determining the
public offering price were the history of, and the prospects for, the Company's
business, an assessment of the Company's management, its past and present
operations, the Company's development and the general condition of the
securities market at the time of this Offering. The initial public offering
price does not necessarily bear any relationship to the Company's assets, book
value, earnings or other established criterion of value. Such price is subject
to change as a result of market conditions and other factors, and no assurance
can be given that a public market for the Units, the Shares or the Purchase
Warrants will develop after the Closing, or if a public market in fact develops,
that such public market will be sustained, or that the Units, the Shares or
Purchase Warrants can be resold at any time at the offering or any other price.
See "RISK FACTORS -- No Assurance of Public Market; Arbitrary Determination of
Offering Price."

At the Closing, the Company will issue to the Representative or persons
related to the Representative, for nominal consideration, the Representative
Options to purchase up to 90,000 Units (the "Representative Units"). The
Representative Units are substantially similar to the Units sold to the public,
except for certain provisions, including the purchase price and the exercise
price of the purchase warrants included in the Representative Units. The
Representative Options will be exercisable for a five-year period commencing on
the Effective Date. The initial exercise price of each Representative Option
shall be $16.50 per Representative Option (165% of the public offering price).
The Representative Options will not be transferable by the holders for twelve
months from the Effective Date, except (i) to officers of the Representative and
members of the selling group and officers and partners thereof; (ii) by will; or
(iii) by operation of law.

The Representative Options contain provisions providing for appropriate
adjustment in the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, stock split or similar transaction. The
Representative Options contain net issuance provisions permitting the holders
thereof to elect to exercise the Representative Options in whole or in part and
instruct the Company to withhold from the securities issuable upon exercise, a
number of securities, valued at the current fair market value on the date of
exercise, to pay the exercise price. Such net exercise provision has the effect
of requiring the Company to issue shares of Common Stock without a corresponding
increase in capital. A net exercise of the Representative Options will have the
same dilutive effect on the interests of the Company's shareholders as will a
cash exercise. The Representative Options do not entitle the Representative to
any rights as a shareholder of the Company until such Representative Options are
exercised and Representative Units are purchased thereunder.

The Representative Options and the securities issuable thereunder may not
be offered for sale except in compliance with the applicable provisions of the
Securities Act. The Company has agreed that if it shall cause a post-effective
amendment, a new registration statement, or similar offering document to be
filed with the Commission, the holders shall have the right, for seven years
from the Effective Date, to include in such registration statement or offering
statement the Representative Options or the securities issuable upon their
exercise at no expense to the holders. Additionally, the Company has agreed
that, upon request by the holders of 50% or more of the Representative Options
and registrable securities during the period commencing 12 months from the
Effective Date and expiring four years thereafter, the Company will, under
certain circumstances, register the Representative Options and any of the
securities issuable upon their exercise.

The Company has also agreed that if the Company participates in any
transaction which the Representative has introduced in writing to the Company
during a period of five years after the Closing (including mergers,
acquisitions, joint ventures and any other business excluding the NYPF Business
Combination), and which is consummated after the Closing (including an
acquisition of assets or stock for which it pays, in whole or in part, with
shares or other securities of the Company), or if the Company retains the
services of the Representative in connection with any such transaction, then the
Company will pay for the Representative's services an amount equal to 5% of up
to one million dollars of value paid or received in the transaction, 4% of the
next million of such value, 3% of the next million of such value, 2% of the next
million of such value, and 1% of the next million dollars of such value and of
all such value above $4,000,000.

The Company has agreed to indemnify the Underwriters against any costs or
liabilities incurred by the Underwriters by reasons of misstatements or
omissions to state material facts in connection with the statements made in the
Registration Statement on Form SB-2 filed by the Company with the Commission
(the "Registration Statement") under the Securities Act and this Prospectus. The
Underwriters have in turn

39
<PAGE> 42

agreed to indemnify the Company against any costs or liabilities by reason of
misstatements or commissions to state material facts in connection with the
statements made in the Registration Statement and this Prospectus, based on
information relating to the Underwriters and furnished in writing by the
Underwriters. To the extent that this section may purport to provide exculpation
from possible liabilities arising from the federal securities laws, in the
opinion of the Commission, such indemnification is contrary to public policy and
therefore unenforceable.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to copies
of each such agreement which are filed as exhibits to the Registration
Statement. See "ADDITIONAL INFORMATION."

LEGAL PROCEEDINGS

The Company is not a party to, nor is it aware of, any pending litigation
to which it is a party or of which its property is subject.

NYPF is engaged from time to time as plaintiff in litigation relating to
collection of returned checks. Such litigation has not historically had any
material effect on NYPF's financial condition or results of operations.

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of Common
Stock offered hereby will be passed upon for the Company by Berman Wolfe &
Rennert, P.A., Miami, Florida. Certain matters regarding New York law have been
passed upon for the Company by Robert P. Gaudiosi, Esq., Melville, New York.
Certain legal matters will be passed upon for the Underwriters by David A.
Carter, P.A., Boca Raton, Florida.

EXPERTS

The balance sheet of the Company as of December 31, 1996 and the statements
of operations, shareholder's deficiency and cash flows for the period February
10, 1995 (inception) to December 31, 1995, and for the year ended December 31,
1996 included in this Prospectus and Registration Statement have been included
herein in reliance on the report, which includes an explanatory paragraph
relating to the Company's ability to continue as a going concern, of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

The balance sheet of NYPF as of December 31, 1996 and the statements of
income, shareholders' equity and cash flows for each of the two years in the
period ended December 31, 1996, included in this Prospectus and Registration
Statement have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

40
<PAGE> 43

ADDITIONAL INFORMATION

The Company has filed with the Commission the Registration Statement under
the Securities Act with respect to the Securities, the Representative Options
and the securities underlying the Representative Options. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and this
Offering, reference is made to the Registration Statement, including the
exhibits filed therewith, which may be examined at the Commission's principal
office, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; the Northeast Regional Office of the Commission at 7 World Trade Center,
Suite 1300, New York, New York 10048; and the Midwest Regional Office of the
Commission, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, where copies may be obtained upon payment of the fees prescribed
by the Commission. Such documents may also be obtained through the website
maintained by the Commission at http://www.sec.gov. Descriptions contained in
this Prospectus as to the contents of any contract or other document filed as an
exhibit to the Registration Statement are not necessarily complete and each such
description is qualified by reference to such contract or document. The Company
will provide without charge to each person who receives a Prospectus, upon
written or oral request of such person to the following address or telephone
number, a copy of any of the information that is incorporated by reference in
this Prospectus: 211 East 70th Street, New York, New York 10021; (212) 861-2867.

41
<PAGE> 44

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Accountants........................... F-2
Balance Sheet as of December 31, 1996....................... F-3
Statements of Operations for the period February 10, 1995
(inception) to December 31, 1995, for the year ended
December 31, 1996 and for the period February 10, 1995
(inception) to December 31, 1996.......................... F-4
Statements of Shareholders' Deficiency for the period
February 10, 1995 (inception) to December 31, 1995, for
the year ended December 31, 1996 and for the period
February 10, 1995 (inception) to December 31, 1996........ F-5
Statements of Cash Flows for the period February 10, 1995
(inception) to December 31, 1995, for the year ended
December 31, 1996 and for the period February 10, 1995
(inception) to December 31, 1996.......................... F-6
Notes to Financial Statements............................... F-7
</TABLE>

F-1
<PAGE> 45

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
General Credit Corporation:

We have audited the accompanying balance sheet of General Credit
Corporation (a development stage corporation), as more fully described in Note
1, as of December 31, 1996 and the related statements of operations,
shareholders' deficiency and cash flows for the year ended December 31, 1996 and
for the period February 10, 1995 (inception date) to December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of General Credit Corporation
as of December 31, 1996 and the results of its operations and its cash flows for
the year ended December 31, 1996 and for the period February 10, 1995
(inception) to December 31, 1996, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's ability to commence operations is dependent
on obtaining adequate financial resources through a contemplated public
offering, or otherwise, which raises substantial doubts about its ability to
continue as a going concern. If unsuccessful, the Company may be unable to
continue in its present form. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

/s/ Coopers & Lybrand L.L.P.

Melville, New York
March 14, 1997

F-2
<PAGE> 46

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1996
------------
<S> <C>
ASSETS
Current assets:
Cash...................................................... $ 650
---------
Total current assets.............................. 650
Other assets................................................ 4,762
---------
Total assets...................................... $ 5,412
=========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Notes payable............................................. $ 518,000
Accounts payable and accrued expenses..................... 270,845
---------
Total current liabilities......................... 788,845
---------
Commitments (Notes 2 and 8)
Shareholders' deficiency:
Common shares, $.001 par value, 20,000,000 shares
authorized, 1,758,000 shares issued and outstanding.... 1,758
Additional paid-in capital................................ 11,176
Deficit accumulated during the development stage.......... (412,905)
Deferred offering costs................................... (383,462)
---------
Total shareholders' deficiency.................... (783,433)
---------
Total liabilities and shareholders' deficiency.... $ 5,412
=========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-3
<PAGE> 47

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FEBRUARY 10, 1995 FOR THE FEBRUARY 10, 1995
(INCEPTION) TO YEAR ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1996 1996
----------------- ------------ -----------------
<S> <C> <C> <C>
Expenses:
General and administrative...................... $ 371 $ 103,325 $ 103,696
Amortization.................................... 42 871 913
Interest expense.................................. -- 108,296 108,296
Forfeiture of deposit on acquisition.............. -- 200,000 200,000
---------- ---------- ----------
Net loss................................ $ (413) $ (412,492) $ (412,905)
========== ========== ==========
Net loss per common share......................... $ $ (.23) $ (.23)
========== ========== ==========
Weighted average number of common shares
outstanding..................................... 1,758,000 1,758,000 1,758,000
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4
<PAGE> 48

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

STATEMENTS OF SHAREHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE DEFERRED TOTAL
------------------ PAID-IN DEVELOPMENT OFFERING SHAREHOLDERS'
SHARES AMOUNT CAPITAL STAGE COSTS DEFICIENCY
--------- ------ ---------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, February 10, 1995
(inception)................... $ -- $ -- $ -- $ -- $ --
Issuance of common shares to
original founders for cash, at
par value..................... 1,758,000 1,758 196 1,954
Net loss for the period from
February 10, 1995 (inception)
to December 31, 1995.......... (413) (413)
Payment of offering costs....... (5,000) (5,000)
--------- ------ ------- --------- --------- ---------
Balance, December 31, 1995...... 1,758,000 1,758 196 (413) (5,000) (3,459)
Options issued in connection
with bridge financing (Note
6)............................ 10,980 10,980
Payment of offering costs....... (378,462) (378,462)
Net loss for the year ended
December 31, 1996............. (412,492) (412,492)
--------- ------ ------- --------- --------- ---------
Balance, December 31, 1996...... 1,758,000 $1,758 $11,176 $(412,905) $(383,462) $(783,433)
========= ====== ======= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5
<PAGE> 49

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FEBRUARY 10, 1995 FOR THE YEAR FEBRUARY 10, 1995
(INCEPTION) TO ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1996 1996
----------------- ------------ -----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss........................................ $ (413) $(412,492) $(412,905)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization................................. 42 70,351 70,393
Issuance of stock options....................... 10,980 10,980
Change in assets and liabilities:
Other assets................................. (250) (5,425) (5,675)
Accounts payable and accrued expenses........ 270,845 270,845
------- --------- ---------
Net cash used in operating activities... (621) (65,741) (66,362)
------- --------- ---------
Cash flows from financing activities:
Borrowings under bridge financing............... 518,000 518,000
Proceeds from issuance of common stock.......... 1,954 -- 1,954
Deferred debt costs............................. (1,000) (68,480) (69,480)
Deferred offering costs......................... (5,000) (378,462) (383,462)
Loans from (repayments to) officer and
shareholder.................................. 7,150 (7,150) --
------- --------- ---------
Net cash provided by financing
activities............................ 3,104 63,908 67,012
------- --------- ---------
Net (decrease) increase in cash and cash
equivalents........................... 2,483 (1,833) 650
Cash, beginning of period......................... -- 2,483 --
------- --------- ---------
Cash, end of period............................... $ 2,483 $ 650 $ 650
======= ========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE> 50

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS

1. OPERATIONS AND REORGANIZATION

General Credit Corporation, a development stage company (the "Company"),
was incorporated in February, 1995, for the purpose of seeking out business
opportunities, including acquisitions. Since inception, the Company's activities
have been limited to administrative activities.

The accompanying financial statements have been prepared on a going concern
basis. The Company's continuation as a going concern is dependent upon either
the successful completion of the proposed public offering (Note 7) or attaining
other sources of financing.

Under its original certificate of incorporation, the Company was authorized
to issue 200 shares of its no par value common stock. Pursuant to a plan of
reorganization, effective April 24, 1996, the Company authorized a 100,000 for
one stock split and effected a 8,790 for one stock dividend to shareholders of
record. The accompanying financial statements have been retroactively adjusted
to reflect the foregoing reorganization.

2. GOING CONCERN

The financial statements have been prepared on a going concern basis, which
contemplates realization of assets and liquidation of liabilities in the
ordinary course of business. The ability to continue as a going concern is
dependent, among other things, upon the Company's obtaining adequate long-term
financing and the attainment of profitable commercial operations. Management has
signed a letter of intent to raise additional working capital through an initial
public offering ("IPO").

Although management expects that the above factors will allow the Company
to continue as a going concern, there is no assurance that the financing will be
consummated or revenues from product sales will generate profitable operations.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DEFERRED OFFERING COSTS

At December 31, 1996, the Company has deferred costs aggregating $383,462
in connection with an expected public offering of its equity securities (Note
7). If the offering is unsuccessful, such costs will be charged to operations.

LOSS PER SHARE

Loss per share has been computed by dividing net losses by the weighted
average number of common shares outstanding.

Retroactive restatement has been made to all share and per share amounts
for the reorganization discussed in Note 1.

STATEMENT OF CASH FLOWS

The Company considers all highly liquid debt instruments, purchased with
maturities of three months or less, to be cash equivalents.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company's management to make
estimates and assumptions that affect the reported amounts of

F-7
<PAGE> 51

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

INCOME TAXES

The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Deferred tax liabilities and assets are determined
based on the difference between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

As of December 31, 1996, the Company's net operating loss for tax purposes
differs from the loss for financial reporting purposes as a result of certain
accrued costs deductible for tax purposes when paid. The Company has recorded a
full valuation allowance against the potential future benefit of such deferred
tax assets.

NEWLY ISSUED ACCOUNTING STANDARDS

In February 1997, the financial accounting standards board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" which
establishes standards for computing and presenting earnings per share. The
statement, which becomes effective for periods after December 15, 1997, replaces
the presentation of primary earnings per share with basic earnings per share. It
also requires dual presentation of basic and diluted earnings per share on the
face of the income statement for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of basic earnings
per share to diluted earnings per share. Adoption of the new standard is
required for fiscal years beginning after December 15, 1997. This pronouncement
would not have an impact on the historical financial statements presented
herein.

4. OTHER ASSETS

Other assets consists of the following:

<TABLE>
<S> <C>
Deposits.................................................... $4,603
Other....................................................... 159
------
$4,762
======
</TABLE>

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<S> <C>
Professional fees........................................... $231,764
Accrued interest............................................ 38,816
Other....................................................... 265
--------
$270,845
========
</TABLE>

6. NOTES PAYABLE

During fiscal 1996, the Company obtained $518,000 of bridge financing to
provide interim working capital and pay for costs associated with the proposed
public offering (Note 7). These uncollateralized notes bear interest at 12% per
annum and are payable upon closing of the offering. The Company believes the
payment terms will be renegotiated if the offering does not close. In addition,
certain bridge lenders received options to

F-8
<PAGE> 52

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

purchase a total of 198,000 shares of the Company's common stock at $1 per share
for a term of one year from the closing of the offering. All the options issued
in connection with the bridge financing were valued at approximately $11,000.

Subsequent to December 31, 1996, the Company raised an additional $16,390
to provide interim working capital. These notes have the same terms as noted
above.

7. PROPOSED PUBLIC OFFERING

The Proposed Offering (the "Offering") calls for the Company to offer for
public sale 900,000 units at $10 per unit. Each unit consists of three shares of
common stock and six redeemable common stock warrants. Each warrant entitles the
holder to purchase one additional share of common stock at an exercise price of
$3.375 from the effective date of the Offering through fiscal 2002. The Company
would be entitled to call all or a portion of the warrants for a redemption
price of $.25 per warrant upon 30 days prior written notice to the holders.

In connection with the Offering, the Company will grant the underwriter an
option to purchase up to 90,000 units at an exercise price of $16.50 per unit,
exercisable during a five-year period commencing on the effective date.

As additional compensation for the underwriter's services in connection
with the Offering, the Company will pay the underwriter a nonaccountable expense
allowance of 3% of the total purchase price and will engage the underwriter as a
financial advisor for a three-year period from the closing of the Offering at a
total cost of $108,000 payable at closing.

8. PROPOSED ACQUISITION

On February 19, 1996, the Company entered into a definitive agreement to
acquire New York Payroll Factors, Inc. ("NYPF") in exchange for $3,145,000 in
cash, 375,500 shares of the Company's common stock, and a $300,000 note payable
due in 42 equal monthly installments at an interest rate of 10.5% per annum.
During 1996, the Company made non-refundable payments of $200,000 towards the
total purchase price. As stipulated under the original acquisition agreement, if
the acquisition did not close by November 15, 1996, the Company would forfeit
its deposit. Accordingly, as the acquisition did not close by November 15, 1996
the deposit of $200,000 was expensed to operations during fiscal 1996. On
January 13, 1997, the Company and NYPF modified the terms of the original
agreement. The new terms require the Company to pay $4,500,000 in cash and
125,000 shares of common stock. In February 1997, the Company paid a
non-refundable deposit of $225,000 towards the purchase price. The remaining
balance is expected to be paid from the proceeds of the Offering (Note 7).

The following unaudited pro forma results of operations assume the
acquisition occurred as of January 1, 1995 and was recorded under the purchase
method of accounting. The proposed acquisition would result in the recording of
identifiable intangibles and goodwill of $4,834,489 which is currently estimated
to be amortized over a five-year and twenty-year period, respectively.

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1996
---------- ----------
<S> <C> <C>
Net revenue................................................. $1,467,620 $2,605,549
Net income.................................................. 122,184 343,544
Earnings per share.......................................... .14 .39
</TABLE>

F-9
<PAGE> 53

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

The components of deferred taxes as of December 31, 1996 are as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Accrued expenses.......................................... $ 15,526
Net operating loss........................................ 149,636
----------
Total deferred tax asset.......................... 165,162
Valuation allowance......................................... (165,162)
----------
$ --
==========
</TABLE>

10. SUBSEQUENT EVENT

In February 1997, the Company entered into an agreement with its current
shareholders to redeem 1,198,000 common shares for $1,198. The repurchased
shares will be available for future issuance.

During February 1997, the Company raised $300,000 through the issuance of
notes to ten unrelated parties. These unsecured notes bear interest at 18% per
annum. Interest is to be paid monthly commencing June 1, 1997. Principal and all
unpaid interest is due on December 31, 2001. The notes contain prepayment
clauses which are calculated based on the provisions in the notes. The
prepayment clauses can be paid through the issuance of the Company's common
stock, not to exceed 50,000 shares.

F-10
<PAGE> 54

NEW YORK PAYROLL FACTORS, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-12
Balance Sheet as of December 31, 1996....................... F-13
Statements of Income for the years ended December 31, 1995
and 1996.................................................. F-14
Statements of Shareholders' Equity for the years ended
December 31, 1995 and 1996................................ F-15
Statements of Cash Flows for the years ended December 31,
1995 and 1996............................................. F-16
Notes to Financial Statements............................... F-17
</TABLE>

F-11
<PAGE> 55

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
New York Payroll Factors, Inc.:

We have audited the accompanying balance sheet of New York Payroll Factors,
Inc. (the "Company"), as of December 31, 1996, and the related statements of
income, shareholders' equity, and cash flows for each of the two years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

As more fully disclosed in Note 6, the Company entered into an agreement to
sell certain of its assets and all of its operations.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of New York Payroll Factors,
Inc. as of December 31, 1996, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

Melville, New York
March 14, 1997

F-12
<PAGE> 56

NEW YORK PAYROLL FACTORS, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1996
------------
<S> <C>
ASSETS
Current assets:
Cash...................................................... $2,244,928
Restricted cash........................................... 122,320
Accounts receivable, less allowance for doubtful accounts
of $30,000............................................. 137,251
Prepaid expenses and other current assets................. 18,089
----------
Total current assets.............................. 2,522,588
Fixed assets, at cost, less accumulated depreciation and
amortization.............................................. 41,368
Intangibles, net............................................ 376,255
Other assets................................................ 9,560
----------
Total assets...................................... $2,949,771
==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable............................................. $ 573,936
Due to related parties.................................... 689,650
Accrued expenses.......................................... 203,123
----------
Total current liabilities......................... 1,466,709
Long-term portion of notes payable.......................... 759,515
Commitments (Note 5)
Shareholders' equity:
Common stock (no par value, 200 shares authorized, 26
shares issued and outstanding)......................... 50,000
Retained earnings......................................... 673,547
----------
Total shareholders' equity........................ 723,547
----------
Total liabilities and shareholders' equity........ $2,949,771
==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-13
<PAGE> 57

NEW YORK PAYROLL FACTORS, INC.

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1995 1996
------------- -------------
<S> <C> <C>
Fee income, net............................................. $1,467,620 $2,605,549
Selling, general and administrative expenses................ 941,201 1,799,556
---------- ----------
Income from operations............................ 526,419 805,993
Other income (expenses):
Interest expense.......................................... (210,704) (500,595)
Other income.............................................. 200,000
---------- ----------
Income before provision for income taxes.......... 315,715 505,398
Provision for income taxes.................................. 27,114 40,129
---------- ----------
Net income........................................ $ 288,601 $ 465,269
========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-14
<PAGE> 58

NEW YORK PAYROLL FACTORS, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
---------------- RETAINED SHAREHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------ ------- --------- -------------
<S> <C> <C> <C> <C>
Balance, December 31, 1994............................. 26 $50,000 $ 328,131 $ 378,131
Net income for the year.............................. 288,601 288,601
Distributions to shareholders........................ (159,008) (159,008)
-- ------- --------- ---------
Balance, December 31, 1995............................. 26 50,000 457,724 507,724
Net income for the year.............................. 465,269 465,269
Distributions to shareholders........................ (249,446) (249,446)
-- ------- --------- ---------
Balance, December 31, 1996............................. 26 $50,000 $ 673,547 $ 723,547
== ======= ========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-15
<PAGE> 59

NEW YORK PAYROLL FACTORS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------
1995 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 288,601 $ 465,269
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation........................................... 8,113 11,048
Amortization........................................... 56,816 56,805
Bad debt expense....................................... 82,196 158,872
Changes in assets and liabilities:
Accounts receivable.................................... (100,312) (255,784)
Prepaid expenses and other current assets.............. (6,649) 1,954
Other assets........................................... (4,375) (5,185)
Accrued expenses....................................... (41,590) 187,676
---------- ----------
Net cash provided by operating activities......... 282,800 620,655
---------- ----------
Cash flows from investing activities:
Capital expenditures...................................... (19,144) (22,520)
---------- ----------
Net cash used in investing activities............. (19,144) (22,520)
---------- ----------
Cash flows from financing activities:
Note payable borrowing.................................... 225,000 675,334
Note payable repayments................................... (359,056) (121,003)
Distributions to shareholders............................. (159,008) (249,446)
Net proceeds from related parties......................... 81,220 216,834
Restricted funds.......................................... (122,320)
---------- ----------
Net cash provided by (used in) financing
activities...................................... (211,844) 399,399
---------- ----------
Net increase in cash........................................ 51,812 997,534
Cash at beginning of period................................. 1,195,582 1,247,394
---------- ----------
Cash at end of period....................................... $1,247,394 $2,244,928
========== ==========
Supplemental information:
Interest paid during the year............................. $ 221,025 $ 487,762
Taxes paid during the year................................ 16,677 44,609
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-16
<PAGE> 60

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS

The Company was incorporated on January 24, 1989, pursuant to the laws of
New York State. The Company is engaged in providing working capital financing to
its customers through the discounted purchase of checks made payable to the
Company's customers. Gross proceeds from the purchase of these checks were
$253,365,164 and $136,471,119 for the years December 31, 1996 and 1995,
respectively. The Company deals with numerous small and medium sized labor
intensive contracting firms located in New York and New Jersey. Revenues are
recognized at the time the customer is provided cash for the purchase of third
party checks.

FIXED ASSETS

Fixed assets are recorded at cost. Expenditures for additions and
betterments are capitalized and expenditures for maintenance and repairs are
charged to operations as incurred. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets
(leasehold improvements, 5-7 years, equipment, furniture and fixtures, 7 years).
Upon retirement or disposal, the asset cost and related accumulated depreciation
and amortization are eliminated from the respective accounts and the resulting
gain or loss, if any, is included in the results of operations for the period.

INTANGIBLE ASSETS

The net assets of businesses acquired are recorded at their fair value at
the acquisition date and any excess of acquisition costs over the fair value of
identifiable net assets acquired is included in goodwill and is amortized on a
straight-line basis over fifteen years. At December 31, 1996, goodwill was
$352,513, net of amortization of $170,796.

Covenants not to compete are stated at cost and are amortized using the
straight-line method over six years. At December 31, 1996, covenants not to
compete were $23,742, net of amortization of $107,758.

The Company continually evaluates the existence of goodwill impairment on
the basis of whether the goodwill is fully recoverable from projected,
undiscounted net cash flows for each related business. Based upon its most
recent analysis, the Company believes that no impairment of goodwill exists at
December 31, 1996. For the years ended December 31, 1995 and 1996, amortization
of goodwill was $56,816 and $56,805, respectively.

INCOME TAXES

The Company is approved for S corporation status for federal income tax
purposes. Accordingly, taxable income, deductions and tax credits are passed
through to, and included in, the shareholders' respective income tax returns and
no provision for federal income taxes is included in the accompanying statements
of operations. S corporations operating in New York are subject to a corporate
level surcharge on their allocable net income which is calculated using an
effective rate equal to the difference between the subchapter C corporate level
tax rate and the highest personal income tax rate. S corporations operating in
New York City are taxed as C corporations.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments, purchased with
original maturities of three months or less, to be cash equivalents. At December
31, 1996, the Company had $122,320 in restricted cash invested in short-term,
highly liquid investments. These investments collateralize the Company's lines
of credit. (See Note 3.)

F-17
<PAGE> 61

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentration of credit risk consist of accounts receivable and cash deposits.
Cash balances are held principally at one financial institution and may, at
times, exceed insurable amounts.

The Company believes concentration of credit risk with respect to accounts
receivable is limited due to the large number of customers comprising the
Company's customer base and the fact that no single customer represents greater
than 5%. The Company performs ongoing informal background and financial
evaluations of its customers and does not require collateral. Historical losses
of the Company have been immaterial. In February 1996, the Company entered into
an agency agreement (see Note 5), which generated approximately 29% of its net
fee income in 1996. The loss of this arrangement could have a significant impact
on the Company's financial position and results of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and cash equivalents and notes payable are reflected in the
accompanying balance sheets at amounts considered by management to reasonably
approximate fair value.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during the reporting
period. The Company performs ongoing credit evaluations of the entities whose
checks are discounted by customers.

RECLASSIFICATIONS

Certain reclassifications have been made to conform prior year amounts to
the current year presentation.

2. FIXED ASSETS

Fixed assets consist of the following:

<TABLE>
<S> <C>
Furniture and fixtures...................................... $33,738
Office equipment............................................ 45,348
Leasehold improvements...................................... 9,824
-------
88,910
Less: Accumulated depreciation and amortization... 47,542
-------
$41,368
=======
</TABLE>

Depreciation expense for the years ended December 31, 1995 and 1996 was
$8,113 and $11,048, respectively.

3. NOTES PAYABLE

In connection with the acquisition of the payroll factoring business during
fiscal 1992, the Company issued notes for the remaining unpaid purchase price.
These notes bear interest at 9% per annum and are collateralized by the assets
of the Company. The terms of the note require the Company to pay $7,819 on a
monthly basis through the maturity date of June, 1998. At December 31, 1996,
$98,117 remains outstanding.

F-18
<PAGE> 62

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1996, the Company had notes payable to two unrelated
parties totalling $950,000. Of the total outstanding, $200,000 is due during
March 1997 and bears interest at a rate of 20% per annum. The remaining $750,000
note was due at various dates though fiscal 1997. In February 1997, the Company
extended the terms of the note. The new note bears interest at a rate of 21 1/2%
per annum and is due on February 1, 1999. In addition, if the new note is paid
prior to February 1, 1999, the Company is required to pay a $35,000 prepayment
fee. These notes are personally guaranteed by the majority shareholder of the
Company and are payable on demand in the event the Company sells its assets or
stock.

In January, 1996, the Company borrowed $100,000 under a credit facility
with a financial institution bearing interest at the bank's prime (8.25% at
December 31, 1996) plus 1%. The credit facility is renewed by the Company on a
monthly basis.

On June 12, 1996, the Company entered into a line of line of credit
agreement with a financial services firm in the amount of $300,000. This
facility is collateralized by the assets of the Company and bears interest at
the bank's prime rate (8.25% at December 31, 1996) plus 1%. In addition, the
provisions of the agreement require the Company to maintain cash in a separate
trust account with the financial services firm in an amount not less than 66% of
the outstanding line of credit balance (see Note 1). As of December 31, 1996,
the amount borrowed under the credit facility is $185,334.

Required principal payments of long-term debt are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
<S> <C>
1997........................................................ $ 573,936
1998........................................................ 9,515
750,000
----------
1999........................................................ $1,333,451
==========
</TABLE>

4. RELATED PARTY TRANSACTIONS

Due to related parties includes a note payable of $689,650 to one of the
Company's shareholders which bears interest at a rate of 8% per annum and is
payable upon the shareholder's demand.

5. COMMITMENTS AND CONTINGENCIES

The Company is obligated under noncancelable real property operating lease
agreements. Minimum rents under these obligations are as follows:

<TABLE>
<S> <C>
1997........................................................ $ 67,913
1998........................................................ 67,762
1999........................................................ 71,216
2000........................................................ 65,627
2001........................................................ 69,346
Thereafter.................................................. 5,883
--------
$347,747
========
</TABLE>

These leases contain escalation clauses with respect to related operating
costs. The accompanying financial statements reflect rent expense on a
straight-line basis over the terms of the lease as required by generally
accepted accounting principles. Rent expense was $31,743 and $61,260 for fiscal
1995 and 1996, respectively.

During February 1996, the Company entered into an exclusive agency
arrangement with an unrelated entity. This arrangement provides that the entity
will refer certain check factoring customers to the Company

F-19
<PAGE> 63

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

for a fee ranging from 40% to 50% of the net fee revenues received. The
arrangement is currently expected to terminate during January 2001.

6. PROPOSED SALE

On February 19, 1996, the Company entered into a definitive agreement to
sell certain assets and all of its operations to General Credit Corporation
("GCC") in exchange for $3,145,000 in cash, 375,000 shares of GCC common stock
and a $300,000 note payable due in 42 monthly installments at an interest rate
of 10.5% per annum. During fiscal 1996, the Company received downpayments of
$200,000 towards the total selling price. Under a provision in the definitive
agreement, the acquisition was to close on or before November 15, 1996, if not,
the deposit would be forfeited. Accordingly, the Company has recognized $200,000
as other income in fiscal 1996. On January 13, 1997, the Company and GCC
modified the terms of the agreement. The new terms require GCC to pay $4,500,000
and issue 125,000 shares of common stock. In February 1997, the Company received
a non-refundable downpayment of $225,000 toward the new purchase price.

F-20
<PAGE> 64

======================================================

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER
TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER, SOLICITATION OR SALE MADE HEREUNDER, SHALL UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary................... 3
Risk Factors......................... 6
Use of Proceeds...................... 14
Capitalization....................... 15
Dilution............................. 16
Management's Discussion and Analysis
or Plan of Operation............... 18
General Credit Corporation Unaudited
Pro Forma Financial Statements..... 21
Proposed Business.................... 26
Management........................... 31
Principal Shareholders............... 34
Description of Securities............ 35
Underwriting......................... 39
Legal Proceedings.................... 41
Legal Matters........................ 41
Experts.............................. 41
Additional Information............... 42
Financial Statements................. F-1
</TABLE>

UNTIL , 1997 (25 DAYS AFTER THE FIRST DATE ON WHICH THE REGISTERED
SECURITIES WERE BONA FIDE OFFERED TO THE PUBLIC), ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WITH RESPECT TO THEIR
SOLICITATION OF SUBSCRIPTIONS TO PURCHASE THE SECURITIES OFFERED HEREBY.

======================================================

(LOGO) GENERAL CREDIT CORPORATION
900,000 UNITS
EACH UNIT CONSISTS OF THREE SHARES
OF COMMON STOCK AND SIX WARRANTS
TO PURCHASE AN ADDITIONAL
SIX SHARES OF COMMON STOCK
------------------------
PROSPECTUS
------------------------

(LOGO) BARRON CHASE SECURITIES
7700 WEST CAMINO REAL
SUITE 200
BOCA RATON, FLORIDA 33433
(561) 347-1200
ATLANTA, GEORGIA
BEVERLY HILLS, CALIFORNIA
BOSTON, MASSACHUSETTS
CHICAGO, ILLINOIS
CLEARWATER, FLORIDA
DENVER, COLORADO
EAST BOCA RATON, FLORIDA
HOOPESTON, ILLINOIS
LA JOLLA, CALIFORNIA
MIAMI, FLORIDA
MIDDLETOWN, NEW JERSEY
MINNEAPOLIS, MINNESOTA
OKLAHOMA CITY, OKLAHOMA
ORLANDO, FLORIDA
SARASOTA, FLORIDA
TAMPA, FLORIDA
TULSA, OKLAHOMA
, 1997

======================================================
<PAGE> 65

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Paragraph Seventh of the Certificate of Incorporation, as amended, of
General Credit Corporation (the "Registrant") provides with respect to the
indemnification of directors and officers that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by law in existence
either now or hereafter.

Reference is made to Section 6 of the Underwriting Agreement, which
provides for indemnification of the officers and directors of the Registrant
under certain circumstances.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth various expenses, other than underwriting
discounts, which will be incurred in connection with the Offering. Other than
the SEC registration fee, NASD filing fee and non-accountable expense allowance
payable to Barron Chase Securities, Inc. (the "Underwriter"), amounts set forth
below are estimates:

<TABLE>
<S> <C>
SEC registration fee....................................... $ 11,500
NASD filing fee............................................ 4,000
*Non-Accountable Expense Allowance.......................... 270,000
Blue sky fees and expenses................................. 40,000
Listing expenses........................................... 20,000
Printing and engraving expenses............................ 75,000
Legal fees and expenses.................................... 220,000
Accounting fees and expenses............................... 112,500
Transfer and Warrant Agent fees............................ 2,500
--------
TOTAL............................................. 755,500
========
Additional Non-Accountable Expense Allowance
assuming exercise of Over-Allotment Option in full........ 40,500
--------
TOTAL............................................. $796,000
========
</TABLE>

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

* Assumes no exercise of the Over-Allotment Option or the financial advisor fee
paid by the Company to the Representative.

II-1
<PAGE> 66

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following sets forth information relating to all securities of the
Registrant sold by it since February 10, 1995, the date of the Registrant's
inception, after giving effect to the Company's redemption in February 1997 of
an aggregate of 1,463,000 shares of Common Stock:

<TABLE>
<CAPTION>
NAME DATE OF ISSUANCE SHARES OF COMMON STOCK CONSIDERATION PER SHARE
---- ---------------- ---------------------- -----------------------
<S> <C> <C> <C>
Irwin Zellermaier............... 4/24/96 380,000 $.001
Victoria Kleinmunz(1)........... 4/24/96 150,000 $.001
David Bader..................... 4/24/96 30,000 $.001
David A. Viets.................. 2/7/96 30,000(2) $1.00
M.S. Chen....................... 2/7/96 60,000(2) $1.00
Dr. Isreal Kazew................ 2/19/96 15,000(2) $1.00
John G. Watson.................. 2/22/96 15,000(2) $1.00
Dominic Ricci................... 2/29/96 18,000(2) $1.00
Anthony Fazio................... 3/4/96 15,000(2) $1.00
Regist Ferguson................. 4/2/96 15,000(2) $1.00
Chirstopher J. Wetzel........... 5/14/96 15,000(2) $1.00
Yung I. Park.................... 4/23/96 15,000(2) $1.00
Walter G. Romano, Jr............ 9/23/96 None
Nick Balson..................... 9/30/96 None
Ronald M. Stein(3).............. 2/28/97 None
Robert A. Stein(3).............. 2/28/97 None
Eric Stein(3)................... 2/28/97 None
Jack S. Greenman(3)............. 2/28/97 None
Stephen J. Dresnick, M.D.(3).... 2/28/97 None
Thomas Zotos(3)................. 2/28/97 None
S.J. Workman(3)................. 2/28/97 None
Dan Cohen(3).................... 2/28/97 None
Jeffrey D. Greenhawt(3)......... 2/28/97 None
Reynaldo Martinez(3)............ 2/28/97 None
</TABLE>

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

(1) Represents shares held by D.P. Morton & Associates, L.L.C., of which
Victoria Kleinmunz is the owner of 98% of the outstanding shares of common
stock and the sole director.
(2) Amounts refected are shares of Common Stock underlying Lender Options
currently exercisable.
(3) Represents $30,000 principal amount unsecured corporate promissory notes.

Shares of Common Stock are contemplated to be issued in connection with the
closing of the NYPF Business Combination, in the amount of 125,000 shares to
Gerald Nimberg.

Exemption from registration under the Securities Act is claimed for the
sales or issuance of the securities referred to above in reliance upon the
exemption afforded by Section 4(2) of the Act for transactions not involving a
public offering. These transactions were exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) because they did not
involve any public offering. Each Purchaser in the above transactions was a
sophisticated investor for purposes of Section 4(2) of the Act and had access to
or possession of information substantially equivalent to that in a registration
statement. Each certificate evidencing such shares of Common Stock bears an
appropriate restrictive legend and "stop transfer" orders are maintained on
Registrant's stock transfer records there against.

II-2
<PAGE> 67

ITEM 27. EXHIBITS.

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <C> <S> <C>
*1.1 -- Form of Underwriting Agreement between the Registrant and the Underwriter.
*1.2 -- Form of Selected Dealer Agreement between the Underwriter and the Selected
Dealers.
*1.3 -- Form of Financial Advisory Agreement between the Registrant and the
Underwriter.
*1.4 -- Form of Merger and Acquisition Agreement between the Registrant and the
Underwriter.
*1.5 -- Form of Agreement Among Underwriters.
*2.1 -- Amended and Restated Asset Purchase Agreement dated as of February 19, 1996
among New York Payroll Factors, Inc., Gerald Schultz, Gerald Nimberg, and
the Registrant.
Schedule 2.3 Allocation of Purchase Price
Schedule 3.6 Material Changes
Schedule 3.7 Advances and Accounts Receivable
Schedule 3.11 Litigation
Schedule 3.13 Employees
Schedule 3.15 Transactions with Affiliates
Schedule 3.16 Employee Benefit Plans
Exhibit "A" Assets
Exhibit "B" Obligations and Liabilities
Exhibit "C" Contracts
Exhibit "D" Employment Agreement between the Registrant and Gerald
Nimberg
Exhibit "E" Promissory Note
*2.2 -- Amendment to Amended and Restated Asset Purchase Agreement dated as of
September 6, 1996 between New York Payroll Factors, Inc. and the
Registrant.
Exhibit "D" Employment Agreement between the Registrant and Gerald
Nimberg
Exhibit "E" Promissory Note
*2.3 -- Second Amendment to Amended and Restated Asset Purchase Agreement dated as
of January 30, 1997 between New York Payroll Factors, Inc. and the
Registrant.
*3.1 -- Certificate of Incorporation of the Registrant.
*3.2 -- Certificate of Amendment of Certificate of Incorporation of the Registrant.
*3.3 -- Amended and Restated By Laws of the Registrant.
*4.1 -- Form of certificate evidencing shares of Common Stock.
*4.2 -- Form of certificate evidencing Purchase Warrant.
*4.3 -- Form of Warrant Agreement between the Registrant and the Transfer and
Warrant Agent.
*4.4 -- Form of Representative Option between the Registrant and the
Representative.
*5.1 -- Opinion of Berman Wolfe & Rennert, P.A.
@*10.1 -- Employment Agreement dated as of June 1, 1996 between the Registrant and
Irwin Zellermaier.
@*10.2 -- Employment Agreement dated as of June 1, 1996 between the Registrant and
David Bader.
*10.3 -- Lease Agreement dated January 13, 1992 between 201 Allen Street Associates,
as Landlord, and Mersa Corp., as Tenant.
*10.4 -- Lease Agreement dated as of January 31, 1996 between Benjamin P. Feldman as
Receiver for 491-499 Seventh Avenue, as Owner, and G.S. Capital Corp., as
Tenant.
</TABLE>

II-3
<PAGE> 68

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <C> <S> <C>
*10.5 -- Lease Agreement dated as of May 4, 1995 between Millinery Syndicate, Inc.,
as Owner, and Meryka, Inc., as Tenant.
*10.6 -- Agreement dated as of February 1, 1996 between New York Payroll Factors,
Inc. and Ace Ventures Inc.
*10.7 -- Promissory note and option grant agreement dated February 7, 1996 made by
the Registrant to David A. Viets.
*10.8 -- Promissory note and option grant agreement dated February 7, 1996 made by
the Registrant to M. S. Chen.
*10.9 -- Promissory note and option grant agreement dated February 19, 1996 made by
the Registrant to Dr. Isreal Kazew.
*10.10 -- Promissory note and option grant agreement dated February 22, 1996 made by
the Registrant to John G. Watson.
*10.11 -- Promissory note and option grant agreement dated February 29, 1996 made by
the Registrant to Dominic Ricci.
*10.12 -- Promissory note and option grant agreement dated March 4, 1996 made by the
Registrant to Anthony Fazio.
*10.13 -- Promissory note and option grant agreement dated April 2, 1996 made by the
Registrant to Regis Ferguson.
*10.14 -- Promissory note and option grant agreement dated May 14, 1996 made by the
Registrant to Christopher J. Wetzel.
*10.15 -- Form of Agreement regarding Restriction on Transferability of Shares.
*@10.16 -- Form of Employment Agreement between the Registrant and Gerald Nimberg.
*10.17 -- Promissory note and option grant agreement dated April 23, 1996 made by the
Registrant to Yung I. Park, M.D.
*10.18 -- Promissory Note dated September 23, 1996 made by the Registrant to Walter
G. Romano, Jr.
*10.19 -- Promissory Note dated September 30, 1996 made by the Registrant to Nick
Balson.
*10.20 -- Promissory Note dated February 28, 1997 made by the Registrant to Ronald M.
Stein.
*10.21 -- Promissory Note dated February 28, 1997 made by the Registrant to Robert
Stein.
*10.22 -- Promissory Note dated February 28, 1997 made by the Registrant to Eric
Stein.
*10.23 -- Promissory Note dated February 28, 1997 made by the Registrant to Kinserd
Limited Partnership.
*10.24 -- Promissory Note dated February 28, 1997 made by the Registrant to S.J.
Workman.
*10.25 -- Promissory Note dated February 28, 1997 made by the Registrant to Dan
Cohen.
*10.26 -- Promissory Note dated February 28, 1997 made by the Registrant to Jeffrey
D. Greenhawt.
*10.27 -- Promissory Note dated February 28, 1997 made by the Registrant to Jack S.
Greenman.
*10.28 -- Promissory Note dated February 28, 1997 made by the Registrant to Thomas
Zotos.
*10.29 -- Promissory Note dated February 28, 1997 made by the Registrant to Reynaldo
Martinez.
*10.30 -- Redemption Agreement dated as of February 15, 1997 by and among the
Registrant, Irwin Zellermaier, David Bader and D.P. Morton & Associates
LLC.
*10.31 -- Common Stock Redemption Agreement dated as of December 30, 1996 by and
among the Registrant, JMB Holding Inc. and Wall Street Equities, Inc.
*10.32 -- Extension of Lease dated as of January 17, 1997 between Allen House, Inc.,
as agent for Landlord and Mersa Corp., as Tenant.
</TABLE>

II-4
<PAGE> 69

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <C> <S> <C>
23.1 -- Consent of Independent Accountants.
23.2 -- Consent of Counsel (included as part of Exhibit 5.1).
*25.1 -- Power of Attorney (included on the signature page of Part II of this
Registration Statement).
*27.1 -- Financial Data Schedules for New York Payroll Factors, Inc. as of and for
the Year Ended December 31, 1995 and 1996.
</TABLE>

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

* Filed previously.
@ Contracts with executive officers.

(b) FINANCIAL STATEMENT SCHEDULES. Financial statement schedules are
omitted because the conditions requiring their filing do not exist or the
information required thereby is included in the financial statements filed,
including the notes thereto.

ITEM 28. UNDERTAKINGS.

The Registrant hereby undertakes:

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

(i) To include any Prospectus required by section 10(a)(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; and

(iii) To include any additional or changed material information
with respect to the plan of distribution.

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

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

(4) To provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.

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

II-5
<PAGE> 70

(6)(a) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.

(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

II-6
<PAGE> 71

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, General
Credit Corporation, the Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form SB-2 and
authorized this Amendment No. 3 to Registration Statement to be signed on its
behalf by the undersigned, in the City of New York, State of New York, on the
2nd day of April, 1997.

GENERAL CREDIT CORPORATION

By: /s/ IRWIN ZELLERMAIER

------------------------------------
Irwin Zellermaier,
Chairman, Chief Executive Officer,
President

In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 3 to Registration Statement was signed below by the following
persons in the capacities and on the dates stated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ IRWIN ZELLERMAIER Chairman, Chief Executive April 2, 1997
- ----------------------------------------------------- Officer, President,
Irwin Zellermaier director

/s/ DAVID BADER Vice President, Secretary, April 2, 1997
- ----------------------------------------------------- Treasurer, Chief
David Bader Financial Officer, Chief
Accounting Officer
director

/s/ VINCENT J. PUTIGNANO Director April 2, 1997
- -----------------------------------------------------
Vincent J. Putignano

/s/ BRIEN G. REIDY Director April 2, 1997
- -----------------------------------------------------
Brien G. Reidy
</TABLE>

II-7
<PAGE> 72

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<S> <C> <C> <C>
23.1 -- Consent of Independent Accountants.
23.2 -- Consent of Counsel (included as part of Exhibit 5.1).
</TABLE>

II-8

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form SB-2 (File
No. 333-09831) of our report, dated March 14, 1997, on our audits of the
financial statements of New York Payroll Factors, Inc. We also consent to the
reference to our firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

Melville, New York
April 2, 1997.
<PAGE> 2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form SB-2 (File
No. 333-09831) of our report which includes an explanatory paragraph concerning
the Company's ability to continue as a going concern, dated March 14, 1997, on
our audits of the financial statements of General Credit Corporation. We also
consent to the reference to our firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

Melville, New York
April 2, 1997.