COMMAND CREDIT CORP, SB-2/A, 1996-06-26

COMMAND CREDIT CORP
SB-2/A, 1996-06-26
BUSINESS SERVICES, NEC

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<PAGE>

As filed with the Securities and Exchange Commission June 26, 1996

Registration No. 333-2463

U.S SECURITIES AND EXCHANGE COMMISSION
NEW YORK, NEW YORK 10048
AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMMAND CREDIT CORPORATION
(Name of small business issuer in its charter)
New York 6199 11-2857523
(State of (Standard Industrial (IRS Employer
Organization) Classification Code) Identification No.)

100 Garden City Plaza
Garden City, New York 11530
Telephone: (516) 739-8800
(Address and telephone number of principal executive offices)

100 Garden City Plaza
Garden City, New York 11530
(Address of principal place of business or intended principal place of business)

William G. Lucas, Chairman
Command Credit Corporation
100 Garden City Plaza
Garden City, New York 11530
Telephone: (516) 739-8800
(Name, address and telephone number of agent for service)

Copies to:
Hank Gracin, Esq.
Lehman & Eilen
50 Charles Lindbergh Boulevard, Suite 505
Uniondale, New York 11553

Telephone: (516) 222-0888

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
Title of each class of Proposed Maximum Proposed Maximum Proposed Maximum Amount of
securities to be registered Amount to be Offering Price per Aggregate Offering Registration
Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 10,000,000 sh. $.50 $5,000,000.00 $1,724
par value -------------
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 3,570,000 sh. $.50 (1) $1,785,000.00 $ 616
par value (2) -------------
- --------------------------------------------------------------------------------------------------------------------------
Total 13,570,000 sh. $6,785,000.00 $2,340
-------------- -------------
==========================================================================================================================
</TABLE>

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

- ----------
(1) Estimated solely for purposes of calculating the registration fee.
(2) To be offered by the Selling Shareholder.

<PAGE>

COMMAND CREDIT CORPORATION

CROSS REFERENCE SHEET
BETWEEN
ITEMS OF FORM SB-2 AND PROSPECTUS

FORM SB-2

Item Caption Caption in Prospectus
- ---- ------- ---------------------
1. Outside Front Cover of Prospectus Outside front cover

2. Inside Front and Outside Back Cover Inside front and outside
Pages of Prospectus back cover

3. Summary Information and Risk Factors Prospectus Summary, Risk
Factors

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Cover Page; Plan of
Distribution

6. Dilution Not Applicable

7. Selling Security Holders Principal Shareholders

8. Plan of Distribution Cover Page; Plan of
Distribution

9. Legal Proceedings Business - Legal Proceedings

10. Directors, Executive Officers, Promoters Management
and Control Persons

11. Security Ownership of Certain Beneficial Principal Shareholders
Owners and Management

12. Description of Securities Description of Capital Stock

13. Interest of Named Experts and Counsel Not Applicable

14. Disclosure of Commission Policy on Not Applicable
Indemnification

15. Organization Within Last Five Years Not Applicable

<PAGE>

16. Description of Business Business

17. Management's Discussion and Analysis Management's Discussion and
or Plan of Operations Analysis

18. Description of Property Business

19. Certain Relationships and Related Certain Relationships and
Stockholder Matters Related Stockholder Matters

20. Market for Common Equity and Related Certain Market Information and
Stockholder Matters Dividends; Risk Factors

21. Executive Compensation Management

22. Financial Statements Financial Statements

23. Changes in and Disagreements with Not Applicable
Accountants on Accounting and
Financial Disclosure

<PAGE>

Subject to Completion, dated June 26, 1996

COMMAND CREDIT CORPORATION
13,570,000 Shares

Common Stock

Of the 13,570,000 shares of Common Stock offered hereby, 10,000,000 shares
are being sold by Command Credit Corporation (the "Company") and 3,570,000
shares are being sold by a shareholder, Jetlease Finance Corp. (the "Selling
Shareholder"). The Company will not receive any of the proceeds from the shares
being sold by the Selling Shareholder. The shares being offered hereby, by the
Selling Shareholder, constitute all of the shares of Common Stock of the Company
owned by the Selling Shareholder and represent 14.96% of the outstanding Common
Stock of the Company. See "SELLING SHAREHOLDER." The Company is paying all of
the expenses of registering the securities offered hereby, estimated to be
approximately $________ for filing, printing, legal accounting and miscellaneous
expenses. The Company's Common Stock is traded over-the-counter and quotations
are presently available through the OTC Bulletin Board under the symbol "CDMD".
On June 18, April 1, 1996, the closing bid and asked prices reported on the OTC
Bulletin Board were $.26 and $.30, respectively.

The Common Stock offered hereby is speculative and involves a high degree
of risk. See "RISK FACTORS," on page 6 hereof.

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.

This offering is not being underwritten. The shares of Common Stock will be
offered and sold by the Company and the Selling Shareholder from time to time
during the next two years from the date of this Prospectus at $.50 per share,
with respect to the Company, and at negotiated prices related to the prevailing
market prices at the time of the sales, with respect to the Selling Shareholder.
As a result of its sales of shares of Common Stock pursuant hereto, the Selling
Shareholder may be deemed to be an "underwriter" as that term is defined and
utilized in the federal securities laws. There is no minimum required purchase
and there is no arrangement to have funds received by the Selling Shareholder
placed in an escrow, trust or similar account or arrangement. See "PLAN OF
DISTRIBUTION" on page 25 hereof.

The sale of securities by the Company and the Selling Shareholder when
made, will be made through customary brokerage channels, either through

broker-dealers acting as agents or brokers for the sellers, or through
broker-dealers acting as principals who may then resell the shares in the
over-the-counter market or otherwise, or by private sales in the
over-the-counter market or otherwise, or by a combination of such methods of
offering. Thus, the period of distribution of such securities may occur over an
extended period of time. The Company and the Selling Shareholder will each pay
or assume the brokerage commissions or discounts incurred in the sale of
securities for their respective accounts. The commissions or discounts
attributable to the securities to be sold by the Selling Shareholder will,
therefore, not be paid or assumed by the Company.

The date of this Prospectus is ____________, 1996.

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.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith is required to
file periodic reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC") relating to its business,
financial statements and other matters. In addition, the Company has filed this
Registration Statement on Form SB-2 relating to this offering by the Company.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits and schedules thereto, certain portions
having been omitted in accordance with the rules and regulations of the SEC.
Copies of the Registration Statement and exhibits thereto, as well as such
periodic reports, proxy statements and other information may be inspected,
without charge, at the Public Reference Section of the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 W. Madison Street, 14th Floor, Chicago,
Illinois 60661. Copies of such material may also be obtained at prescribed rates
by written request addressed to the SEC Public Reference Section, Room 1204,
Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois
60604.

TABLE OF CONTENTS

Page
----
PROSPECTUS SUMMARY ....................................................... 3
RISK FACTORS.............................................................. 6
USE OF PROCEEDS........................................................... 7
CERTAIN MARKET INFORMATION AND DIVIDEND POLICY............................ 8
SELECTED CONSOLIDATED FINANCIAL DATA...................................... 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION............................. 10
BUSINESS.................................................................. 12
MANAGEMENT................................................................ 21
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ..................... 22
DESCRIPTION OF CAPITAL STOCK.............................................. 23
PRINCIPAL SHAREHOLDERS.................................................... 24
SHARES ELIGIBLE FOR FUTURE SALE........................................... 25
PLAN OF DISTRIBUTION...................................................... 25
LEGAL MATTERS............................................................. 26
EXPERTS .................................................................. 26
FINANCIAL STATEMENTS...................................................... F-1

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Investors should carefully consider the information set forth under the heading
"Risk Factors" on page 6 hereof.

The Company

Command Credit Acceptance Corporation ("Acceptance") was incorporated in
Florida on September 9, 1985. On October 12, 1988, Acceptance was acquired by
Video Plan International Corp. ("VPI"), a New York corporation with virtually no
business activity since 1980. Simultaneously, VPI changed its name to Command
Credit Corporation ("Command"). As used in this Prospectus, the terms "Command"
or the "Company" refer to Command Credit Corporation and its subsidiaries. The
Company's principal headquarters and mailing address is Command Credit
Corporation at 100 Garden City Plaza, Garden City, New York 11530 and its
telephone number is (516) 739-8800.

Command is a diversified financial services company whose primary business
is the marketing and servicing, through its subsidiaries, of secured bank credit
cards. Command's line of financial products is marketed to both businesses and
consumers . The Company is involved principally in credit card marketing, credit
card operations and servicing, retail and commercial mortgages, full service
commercial and business leasing, and computer system and computer network design
and implementation. Command currently earns its revenues through the revenues
generated from three of its operating subsidiaries: Berwyn Holdings, Inc.,
("Berwyn") Fidelity Holding Corp., ("Fidelity") and Franklin Credit and Leasing
Corp. ("Franklin").

Berwyn, a bank credit card servicing company, was acquired in March 1995.
Berwyn generates its revenues from two sources, credit card fees and student
loan processing fees. Credit card fees are made up of application processing
fees, which are earned when Berwyn processes the application; account set-up
fees, which are earned when Berwyn performs marketing services for the credit
cards; and servicing income, which is earned on a monthly basis as Berwyn
services its portfolio of client credit card accounts. Student loan processing
fees are earned when Berwyn underwrites student loan applications. Berwyn also
earns a monthly servicing fee on each student loan which is issued.

deposit if monthly payments are made on time, or provide ongoing consumer
education programs. The Company believes it is the only company that currently
offers an extended benefits program and computerized behavioral monitoring to
its participating bank credit cardholders. There is no one company considered
dominant in this industry.

Fidelity Holding Corp., an aircraft leasing company, was acquired in
October 1995. Fidelity generates revenues from the payments due on two
outstanding promissory notes in the principal amount of $10,000,000. The notes
are currently in default. These notes bear interest at the rate of 12% per annum
payable as follows: interest only of 1% of the principal amount payable monthly
for a term of twenty-four months. These interest payments are paid directly to
Command. See "BUSINESS OVERVIEW" on page 12 hereof.

3
<PAGE>

To the best of Command's knowledge, there are approximately half a dozen
companies in competition to Fidelity that provide aircraft leasing services. The
company considered dominant in this industry is Jetlease Finance Corp.

Franklin Credit and Leasing Corp., a commercial and equipment leasing
company was acquired in July 1993. Franklin generates its revenues from the
commissions received on the structuring and sale by it of commercial leases.
Franklin also receives financing revenues comprised of fees and commissions
involved in the arranging and placing of commercial loans.

To the best of Command's knowledge, there are a significant number of
companies who handle commercial and equipment leasing. Command is not aware of
any who are dominant in the industry.

During the past five years, Command has concentrated its efforts on its
credit card programs. This strategy, however, proved to be difficult due to a
number of factors, most of which were beyond the immediate control of the
Company. Initially, Command marketed bankcards through American National Bank
(ANB). In mid-1991 Command learned that ANB was having financial difficulties
and in January 1992, ANB was declared insolvent and was taken over by Resolution
Trust Company. Command, at that time, had just entered the secured bank credit
card business and was servicing approximately 10,000 bank credit cards through
ANB. When Command learned ANB was having financial difficulties, Command decided
to seek to purchase its own bank. In June 1991, Command made a bid to purchase
Republic National Bank of Arizona, a $30,000,000 asset bank which was under a
Federal MOU (Memorandum of Understanding). The banking regulators took more than

16 months to evaluate the purchase of the bank. By the time a decision was
reached Command's option to purchase the bank had expired. In the meantime, with
Command's financial assistance, the bank was able to turn itself around and
ultimately decided to withdraw its offer to sell.

In addition, in 1991, Command acquired a bankcard servicing company with a
portfolio of 20,000 credit cards issued through First National Bank of Marin
(FNBM). Within 45 days, Command, through its own marketing efforts, added 10,000
additional cards to this credit card portfolio. However, FNBM encountered
financial difficulties and reneged on its servicing contract with the bankcard
servicing company. Command instituted suit and recovered the payments due but,
unfortunately, lost the servicing and marketing contract. Command later was told
that the bank had reneged on the contract because another processing company had
offered to invest in the bank if FNBM switched to them as their servicer.

In September 1993, Command learned of yet another bank that was for sale,
Suburban Bank of Lake Worth, Florida, a $250,000,000 bank. The bank was under a
Cease and Desist (C&D) notice from the Federal Regulators because the bank was
below its minimum capital requirements. Command offered to meet the minimum
capital requirements, which were initially set at $2,000,000, only to discover
that $6,000,000 was actually the funds required. This process unfortunately took
almost nine months and while pending approval, Command was informed by the
banking regulators that it could only issue credit cards equal to 26% of the
banks total business. As a result of this restriction, Command's management
decided not to purchase Suburban.

Finally, in March 1995, Command acquired 100% of an existing bankcard
servicer, Berwyn Holdings Inc. Command has spent significant resources on
upgrading the software and hardware systems to develop this servicer into a
state-of-the-art operations center. Berwyn has received full approval from both
MasterCard and Visa, is now servicing credit card portfolios for a number of
banks and has become

4
<PAGE>

a significant source of income for the Company.

The Offering

On November 20, 1995 the Company issued 4,000,000 shares of its Common
Stock to Jetlease Finance Corp. (the "Selling Shareholder") in connection with
the Company's acquisition of 100% of the Common Stock of Fidelity Holding Corp.

from the Selling Shareholder. This stock was issued at a 20% discount off the
$4.00 bid price for Command's Common Stock on November 20, 1995. The average
market price of the Company's shares for the five days prior to and five days
subsequent to this transaction was $4.00 and $3.80, respectively. On February
13, 1996 the Company issued an additional 2,500,000 shares to Jetlease Finance
Corp. In April 1996, when Command learned that Jetlease was experiencing
financial difficulties and based on the fact that Jetlease was three months late
on its interest payments to Command, Command cancelled 2,930,000 shares of the
6,500,000 shares issued to Jetlease. The registration statement of which this
Prospectus is a part, therefore, relates to possible sales of the remaining
3,570,000 shares of Common Stock by the Selling Shareholder. The Company will
not receive any proceeds from possible sales by the Selling Shareholder. This
Prospectus also relates to the possible sale of an aggregate of 10,000,000
shares of Common Stock by the Company. The Company principally intends to use
the proceeds of any such possible sales of Common Stock to purchase key man life
insurance on the life of William G. Lucas, to provide working capital for
general corporate purposes, including operating expenses, and/or to increase and
improve existing credit card operations. In addition, the Company may also use a
portion of the proceeds from this offering to finance the acquisitions of other
businesses. The nature of the businesses to be sought may vary depending on the
nature of the opportunity presented to the Company. The businesses may or may
not be in the financial services industry. In the past eight months Berwyn has
added NatWest Bank (NatWest Bank has since been acquired by Fleet Bank who is
honoring NatWest's contract) and European American Bank (EAB) to its servicing
base. These banks are multi-billion dollar banks that are capable of issuing
hundreds of thousands of cards. There can be no assurance given that the Company
will receive any proceeds from this offering.

The sale of the shares of Common Stock by the Company and the Selling
Shareholder may be effected from time to time in transactions (which may include
block transactions by or for the account of the Company and/or the Selling
Shareholder) in the over-the-counter market or in negotiated transactions, a
combination of such methods or otherwise.

The Company and the Selling Shareholder may effect such transactions by
selling their shares of Common Stock directly to purchasers, through
broker-dealers acting as agents for the Company or the Selling Shareholder, as
the case may be, or to broker-dealers who may purchase shares as principals and
thereafter sell the Shares from time to time in the over-the-counter market, in
negotiated transactions or otherwise. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
Company or the Selling Shareholder, as the case may be, and/or the purchasers
for whom such broker-dealers may act as agents or to whom they may sell as
principals or both (which compensation to a particular broker-dealer may be in
excess of customary commissions).

<PAGE>

<TABLE>
<CAPTION>
Summary Financial Information
(dollars in thousands, except per share data)

Income Statement Data: Nine Months Ended Fiscal Year Ended
March 31, June 30,
--------- --------
1996 1995 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Revenue $ 919,162 $ 591,690 $ 891,873 $ 175,374
Operating Expenses
Selling Expenses 8,844,055 1,861,200 2,992,917 1,567,715
Administrative Expenses 2,067,171 1,575,141 2,404,208 1,699,873
Loss on Investment 2,095,293 253,786 265,015 27,922
Bad Debt Expense 792,713 -0- -0- -0-
Taxes Paid 142,764 77,645 118,774 99,656
Non-Operating (98,831) -0- -0- -0-
Net Loss $(12,924,003) $ (3,176,082) $ (4,889,041) $ (3,219,792)
Net Loss Per Share * $ (2.77) $ (12.00) $ (18.00) $ (27.00)
------------ ------------ ------------
</TABLE>

*These amounts reflect a 150 to 1 reverse stock split effective October 27,
1995.

<TABLE>
<CAPTION>
Balance Sheet Data: Nine Months Ended Fiscal Year Ended
March 31, June 30,
--------- --------
1996 1995 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Assets $ 12,992,295 $ 5,281,628 $ 5,026,089 $ 4,286,115
Current Assets 12,548,188 1,505,189 1,610,752 2,800,971
Total Liabilities 2,772,836 2,049,625 2,854,968 698,937
Shareholders' Equity 10,219,459 3,232,003 2,171,121 3,587,178

</TABLE>

RISK FACTORS

Prospective investors should be aware of the following risks associated
with an investment in the Common Stock offered hereby. The Common Stock should
be purchased only by investors who understand, and are willing to assume, the
risks involved.

Net Losses. The Company sustained net losses of approximately $4,890,000, and
$3,220,000 for the years ending June 30, 1995, and 1994, respectively, net

losses of $12,924,003 for the nine months ended March 31, 1996, and at March 31,
1996, had an accumulated deficit of ($37,928,723). The Company's future success
is directly tied to the Company's ability, through the implementation of its
business plan, to increase its revenues and reduce its operating expenses. There
can be no assurance that the Company will be able to achieve any such increase
in its revenues or decrease in its operating expenses, or that the Company will
not experience unforeseen expenses, difficulties, complications and delays which
could have a material adverse effect on the Company's financial condition and
results of operations. See "BUSINESS - OVERVIEW" on page 12 hereof.

Competition. The financial services industry and the credit card business are
highly competitive. Command has and will continue to encounter competition from
numerous other firms and established institutions, many of which are larger,
have longer histories of operations, and have greater financial, marketing and
other resources. With respect to its operations directed to non-creditworthy
applicants, Command will face the task of educating lending institutions as to
the advantages of its programs, the minimal risk for the participating
institution and the benefits to the consumer. Of course, no assurances can be
given that Command will be successful in its efforts to obtain market acceptance
or that, even if successful, will be able to attract sufficient sales to make
its operations commercially profitable.

6
<PAGE>

To the best of Command's knowledge, there are approximately 50 banks and
non-bank banks throughout the United States which offer a credit card to the
non-established or credit-risk consumer. Based upon management's evaluation of
the programs offered by such competitors, their programs do not re-establish the
consumer's creditworthiness, guarantee return of consumer's deposit if monthly
payments are made on time, or provide ongoing consumer education programs.
Command believes that it is the only company to offer an extended benefits
program and computerized behavioral monitoring to its participating bank credit
cardholders. To Command's knowledge, no other company offers a more
comprehensive secured and unsecured credit card program to Affinity groups (a
group of people in an organization such as charities, special interest groups
and unions) and retailers (co-branded cards). See "BUSINESS - COMPETITION" on
page 19 hereof.

Dependence Upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of Mr. William G. Lucas and other key
personnel. The loss of the services of Mr. Lucas could materially and adversely
affect the Company's business and prospects. The success of the Company is also
dependent upon its ability to retain qualified marketing, financial and other
personnel. The Company does not maintain any key man life insurance on the lives
of any of its senior executive officers, including, but not limited to, Mr.
William G. Lucas. See "MANAGEMENT" on page 21 hereof.

Volatility of Stock Price. The trading price of the Company's Common Stock has
been relatively volatile and could be subject to significant fluctuations in

response to variations in the Company's quarterly operating results, general
conditions in the financial services industry and other factors. In addition,
the stock market is subject to price and volume fluctuations affecting the
market price for many companies generally, which fluctuations often are
unrelated to operating results.

Shares Eligible for Future Sale. There are 6,072,332 shares of the Company's
Common Stock currently issued and outstanding which are "restricted securities"
pursuant to Rule 144 under the Securities Act of 1933, as amended. The shares of
Common Stock offered hereby by the Selling Shareholder constitute 3,570,000 of
such "restricted securities". Approximately 16,315 of these "restricted
securities" are eligible for sale immediately under Rule 144, subject to the
volume and other limitations of Rule 144. Sales of substantial amounts of Common
Stock in the public market, including the shares offered hereby by the Company
and the Selling Shareholder, could adversely affect then prevailing market
prices. See "SHARES ELIGIBLE FOR FUTURE SALE" on page 25 hereof.

USE OF PROCEEDS

The Company will not receive any proceeds from possible sales by the
Selling Shareholder. This Prospectus also relates to the possible sale of an
aggregate of 10,000,000 shares of Common Stock by the Company. The Company
principally intends to use the proceeds of any such possible sales of Common
Stock to purchase key man life insurance on the life of William G. Lucas, to
provide working capital for general corporate purposes, including operating
expenses and/or to increase and improve existing credit card operations. In
addition, the Company may also use a portion of the proceeds from this offering
to finance the acquisitions of other businesses. The nature of the businesses to
be sought may vary depending on the nature of the opportunity presented to the
Company. The businesses may or may not be in the financial services industry.
There can be no assurances given that the Company will

7
<PAGE>

receive any proceeds from this offering.

CERTAIN MARKET INFORMATION AND DIVIDEND POLICY

The principal market on which the Company's shares of Common Stock are
traded is the over-the-counter market ("OTC Bulletin Board"). The Common Stock
was accepted for trading on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) Small Cap Market from March 29, 1992 to
October 5, 1995. On October 5, 1995, the Common Stock was delisted from the
NASDAQ Small Cap Market.

The following table sets forth, for the periods indicated, the range of
high and low bid quotations for the Company's shares of Common Stock which were
obtained from the National Quotation Bureau and are between dealers, do not

include retail mark-ups, mark-downs, or other fees or commissions, and may not
necessarily represent actual transactions:

Quarter Ended Bid
------------- ---
High Low
3/31/95.............................. $37.50 $13.50
------ ------
6/30/95.............................. 24.00 4.50
------ ------
9/30/95.............................. 13.50 4.50
------ ------
12/31/95.............................. 6.12 .75
3/31/96.............................. 1.25 .33
------ ------

- ----------

The quoted share prices for the above periods reflect the 150 to 1 reverse stock
split effected by the Company on October 27, 1995.

The number of the Company's recorded holders of Common Stock on June 15,
1996 was 1,172. As of the date of this Prospectus, there are twenty market
makers for the Company's securities.

The Company has not paid any dividends on its Common Stock, except for
Warrants distributed to shareholders of record on October 12, 1988, (all such
unexercised Warrants were redeemed by the Company at a redemption price of $.01
per Warrant), and except for certain stock purchase warrants distributed to
shareholders of record on October 26, 1995, and does not intend to do so in the
foreseeable future. If the Company generates earnings, it is Management's policy
to retain such earnings for further development of the Company's business. It is
expected that this policy will be maintained as long as necessary to provide
funds for the Company's operations. Any dividends that may be declared and paid
in the future, of which there can be no assurance, will be determined by the
Board of Directors in light of conditions then existing, including the Company's
earnings, financial condition, capital requirements and other factors. There are
no contractual restrictions on the Company's present or future ability to pay
dividends.

<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following unaudited income statement data for the nine months ended
March 31, 1996 and 1995 and the audited income statement data for the years
ended June 30, 1995 and 1994 have been derived from the consolidated financial
statements of the Company. The audited financial statements have been prepared
by Charles J. Davitian, P.C., independent auditor, whose report as of June 30,
1995 and 1994, is included elsewhere herein. The selected balance sheet data as
of March 31, 1996 and 1995 have been derived from the unaudited financial
statements of the Company. The selected balance sheet data as of June 30, 1995
and 1994 have been derived from the audited financial statements of the Company.
The unaudited financial statements include all adjustments, consisting of normal
recurring accruals, which the Company considers necessary for a fair
presentation of the financial position and results of operations for these
periods. Operating results for the nine months ended March 31, 1996 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 1996. The selected consolidated financial data should be read in
conjunction with "MANAGEMENT'S DISCUSSION AND RESULTS OF OPERATION AND ANALYSIS
OF FINANCIAL CONDITION " and with the Consolidated Financial Statements
(including the Notes thereto) presented elsewhere in the Prospectus.

Selected Financial Information
(dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Income Statement Data: Nine Months Ended Fiscal Year Ended
March 31, June 30,
--------- --------
1996 1995 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Revenue $ 919,162 $ 591,690 $ 891,873 $ 175,374
Operating Expenses
Selling Expenses 8,844,055 1,861,200 2,992,917 1,567,715
Administrative Expenses 2,067,171 1,575,141 2,404,208 1,699,873
Loss on Investment 2,095,293 253,786 265,015 27,922
Bad Debt Expense 792,713 -0- -0- -0-
Taxes Paid 142,764 77,645 118,774 99,656
Non-Operating (98,831) -0- -0- -0-
Net Loss $(12,924,003) $ (3,176,082) $ (4,889,041) $ (3,219,792)
Net Loss Per Share * $ (2.77) $ (12.00) $ (18.00) $ (27.00)
------------ ------------ ------------
</TABLE>

*These amounts reflect a 150 to 1 reverse stock split effective October 27,
1995.

Balance Sheet Data: Nine Months Ended Fiscal Year Ended
March 31, June 30,
--------- --------
1996 1995 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Assets $ 12,992,295 $ 5,281,628 $ 5,026,089 $ 4,286,115
Current Assets 12,548,188 1,505,189 1,610,752 2,800,971
Total Liabilities 2,772,836 2,049,625 2,854,968 698,937
Shareholders' Equity 10,219,459 3,232,003 2,171,121 3,587,178

</TABLE>

9
<PAGE>

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

The following discussion and analysis should be read in conjunction with the
Company's audited financial statements and related notes thereto, which appear
elsewhere in this Prospectus.

Results of Operations

Nine Months Ended March 31,1996 Compared to Nine Months Ended March 31, 1995

Revenues. Revenues for the three and nine months ended March 31, 1996 were
$548,488 and $919,162, respectively, compared with $159,156 and $591,690 for the
three and nine months ended March 31, 1995, respectively. The increase in
revenues is due primarily to interest income earned on notes receivable
generated from the acquisition of Fidelity Holding, Corp. In addition, revenues
increased due to the improved operations of Command's subsidiaries.
Specifically, the addition of Berwyn's contracts with NatWest Bank and EAB.

Operating Expenses. Operating expenses for the three and nine months ended
March 31, 1996 were $2,051,348 and $13,941,996, respectively, compared with
$1,440,318 and $3,767,772, for the three and nine months ended March 31, 1995,
respectively. The increase in operating expenses is due primarily to the
increase in selling expenses consisting of consulting, marketing and public
relations expenses incurred in connection with the continued promotion and
development of the business operations of the Company and its subsidiaries, and
to a lesser extent, an increase in administrative expenses, primarily consisting
of professional fees. While Command has been steadily increasing its revenue
base, this obviously has not kept up with its expenses. In an effort to preserve
cash, Command has from time to time, issued a substantial amount of shares of
its Common Stock for consulting, marketing and public relations services. These
shares have been issued at a discount and the difference between the discounted
price and the market price has been recorded as a selling expense of the
company. As the market price of the Company's shares has declined over the past
nine months from approximately $6.50 to approximately $0.30, the discount which

Command has had to offer on shares issued for services unfortunately has
increased dramatically. The Company recognizes that the issuance of these shares
has had a significant dilutive effect, however, the Company believes that the
share issuances were absolutely necessary for the Company to implement its many
plans and programs including a major multi-million dollar project for EAB. In
this regard, Command's bottom line profit in its credit card program will result
in a $12 per credit card profit per annum. EAB will pay Berwyn a $15.00
application processing fee per application whether or not a credit card is
issued. Command currently has contracts with a number of Affinity groups that
represent approximately 5 million members. Command anticipates placing a portion
of this membership through its EAB contract. Management believes that within the
next 18 months Command has the potential to process 1,000,000 credit card
applications.

Net Losses. For the three and nine months ended March 31, 1996 the Company
had net losses of $1,404,029 and $12,924,003, respectively compared with
$1,281,162 and $3,176,082 for the three and nine months ended March 31, 1995,
respectively. The increase in losses is due primarily to the increase in
consulting, marketing and public relations expenses described above, as well as
an increase in bad-debt expense and an increase in loss on investment expenses
incurred as a result of the liquidation of two inactive subsidiaries, described
below, and the write-off of the Company's investment in Prime Source Managed
Total Care, Inc. (Prime), described below. In November 1994, Command acquired
88% of Prime, a medical administrative and billing service that also provided
managed health care,

10
<PAGE>

located in Salt Lake City, Utah. Prime appeared to be an excellent opportunity
for Command with respect to their experience in issuing credit cards (Command
was going to develop and issue a medical credit card in conjunction with Prime)
and Prime's existing business. Prime represented that they had enough business
to not only show a large profit in their own company, but would be able to
subsidize Command's credit card program as well. Command paid approximately
$800,000 in cash and approximately $800,000 of Command Common Stock to acquire
Prime, only to discover substantial problems with the numbers reported by Prime.
When Command discovered these problems, Command, pursuant to an arbitration
agreement contained in a written contract with Prime, entered into a Demand for
Arbitration with Prime. Upon review by a management team that was sent by
Command to Salt Lake City, Utah, to evaluate Prime, it was decided that the best
course of action was to allow Prime to close down. Therefore, on September 30,
1995, Command wrote-off its entire investment in Prime as a loss on investment.

In addition, Command had two inactive subsidiaries, BanServ, Inc. and
Command Credit Limited (Limited). BanServ, Inc. a California corporation,
purchased in January 1992 was a bankcard servicing company which issued cards

through First National Bank of Marin (FNBM). FNBM, however, encountered
financial difficulties and FNBM reneged on its servicing contract. Litigation
ensued and upon settlement Command wrote-off items related to this subsidiary.
Specifically, Command wrote-off a receivable from BanServ as a bad-debt expense
and wrote-off its investment as a loss on investment. Limited was organized in
the United Kingdom in January, 1989. This company was formed as a bankcard
servicing center in Europe. Command capitalized its costs associated with the
start-up of this company. However, Command was unable to secure a credit card
relationship with an English bank and therefore, Command cancelled this project.
As a result Command wrote-off a receivable from Limited as a bad-debt expense
and wrote-off its acquisition costs as a loss on investment.

Year Ended June 30, 1995 Compared to Year Ended June 30, 1994

Revenues. Revenues for the years ended June 30, 1995 and 1994 were
approximately $891,873 and $175,374, respectively. The increase in revenues is
due primarily to the acquisition of Prime in November 1994 and the acquisition
of Berwyn in March 1995. Prime's revenues for the period were approximately
$400,000. There were no revenues reported for Prime for the year ended June 30,
1994 since it was acquired subsequent to the year ended June 30, 1994.
Similarly, Berwyn generated revenue of approximately $150,000 for the year ended
June 30, 1995 and no revenue for the year ended June 30, 1994 since Berwyn also
was acquired subsequent to the year ended June 30, 1994. The balance of the
revenue is attributable to the improved operations of Command's other operating
subsidiaries. Specifically, revenues for the subsidiaries increased as a result
of the ability of such subsidiaries to market and issue a greater number of
equipment leases in the year ended June 30, 1995, than had been the case in the
previous year.

Operating Expenses. Operating expenses for the years ended June 30, 1995
and 1994 were approximately $5,780,914 and $3,395,166, respectively. The Company
incurred substantial expenses, approximately $2,165,000, during the year ended
June 30, 1995 in respect of public relations, consulting, and marketing services
provided to it, as compared to $843,000 of such expenses in the year ended June
30, 1994. (See Operating Expenses for the nine months ended March 31, 1995 and
1994 on page 10 hereof for a detailed explanation).

Net Losses. For the years ended June 30, 1995 and 1994, Command had net
losses of

11
<PAGE>

approximately $4,889,041 and $3,219,792, respectively. The increase in net
losses is due primarily to expenses incurred in connection with the continued
promotion and development of the business operations of the Company and its
subsidiaries, and the operating losses of its subsidiaries, specifically Prime
and Berwyn. The increase in operating expenses is due primarily to the increase
in public relations, consulting and marketing expenses described above, which

were incurred in connection with the continued promotion and development of the
business operations of the Company and its subsidiaries. In addition, each of
the Company's subsidiaries operated at net loss for the year ended June 30,
1995.

Liquidity and Capital Resources

As of March 31, 1996 Command held cash and cash equivalents of
approximately $10,425. Command had total assets of $12,992,295 and total
liabilities of $2,772,836 compared with $5,281,628 and $2,049,625, respectively
at March 31, 1995. The increase in assets is due primarily to the acquisition of
Fidelity Holding, Corp. The increase in liabilities is due primarily to an
increase in salaries payable to the Chairman of Command as well as an increase
in long-term notes payable.

In the past, the Company has experienced cash flow difficulties as a result
of the substantial effort and expense incurred to implement its credit card
programs. The Company generates its cash flow almost exclusively from its
operating activities. As described under Certain Relationships on page 22, when
the Company experienced its cash flow difficulties, William G. Lucas Chairman of
Command has from time to time lent the Company money at virtually no interest.
Mr. Lucas has also not drawn a salary for the past several months and is
currently not drawing a salary. In addition, in past years Mr. Lucas has
forgiven a significant portion of his salary. Moreover, as described above, the
Company has paid for various services through the issuance of shares of its
Common Stock. The Company believes if the maximum proceeds of this offering are
realized, it will have significant capital resources for the next twelve to
eighteen months to meet its short and long-term liquidity needs.

The Company currently has no commitments for capital expenditures other
than the $500,000 commitment described under Business-ISI, of which more than
$100,000 has already been paid. The Company continues to explore new means to
increase its capital base to finance current operations and to implement its
business plan, including, without limitation, through the offering of securities
contemplated hereby.

Inflation and Seasonality

Management does not believe that inflation will have a material effect on
the operations of Command or that there are any seasonal aspects that will have
a material effect on its financial condition or results of operations.

BUSINESS

Overview

12
<PAGE>

Command is a diversified financial services company whose primary business
is the marketing and servicing of secured bank credit cards. Command offers a
line of financial products which it markets to both businesses and consumers
through its subsidiaries. The Company is involved in credit card marketing,
credit card operations and servicing, retail and commercial mortgages, full
service commercial and business leasing and computer system and computer network
design and implementation.

In addition, in 1991, Command acquired a bankcard servicing company with a
portfolio of 20,000 credit cards issued through First National Bank of Marin
(FNBM). Within 45 days, Command, through its own marketing efforts, added 10,000
additional cards to this credit card portfolio. However, FNBM ran into financial
difficulties and reneged on its servicing contract with the company. Command
instituted suit and recovered the payments due but, unfortunately, lost the
servicing and marketing contract. Command later was told that the bank had
reneged on the contract because another processing company had offered to invest
in the bank if FNBM switched to them as the servicer.

In September 1993, Command learned of yet another bank that was for sale,

Suburban Bank of Lake Worth, Florida, a $250,000,000 bank. The bank was under a
Cease and Desist (C&D) notice from the Federal Regulators because it was below
its minimum capital requirements. Command offered to meet the minimum capital
requirements, which were initially set at $2,000,000, only to find that
$6,000,000 was actually required. This unfortunately took almost nine months and
while pending approval, Command was informed by the banking regulators that it
could only issue credit cards equal to 26% of the banks total business. As a
result of this restriction, Command's management decided not to the purchase of
the bank.

<PAGE>

Futhermore, the Company has established and/or acquired additional
strategic niche market subsidiaries. Command America Corp., a New York
corporation formed in August 1990 which markets bank credit card products,
primarily to Affinity and co-branded groups, and programs for banks; Franklin
Credit and Leasing Corp., a New York corporation acquired in July 1993, through
the issuance of Common Stock and cash, primarily engaged in providing commercial
and equipment leasing services; Fidelity Holding Corp., a Florida corporation
acquired in October 1995, through the issuance of Common Stock, which provides
aircraft leasing services; Prestige Aircraft Leasing Corp.(Prestige), a Delaware
corporation acquired in May 1996 through the issuance of Common Stock, which
owns a 401A twin engine Cessna aircraft, and Integrated Systems International,
Inc. (ISI), acquired in May 1996 through the issuance of Common Stock, which
provides design and implementation of computer systems and computer networks.

In order to implement Command's complete turn-key credit card programs, in
March 1995, Command through its wholly owned subsidiary, Command America Corp.,
concluded the acquisition of 100% of Berwyn Holdings, Inc. (Berwyn), a bank
credit card servicing company located in Wilmington, Delaware. Command acquired
Berwyn through the issuance of Command Common Stock and cash. Berwyn was
acquired specifically to provide all aspects of front and back office servicing
of bank credit cards for financial institutions. Berwyn has been servicing
secured credit cards since its inception in 1993. Berwyn has brought to Command
a professional and experienced credit card operations management team and staff
that possess over 50 years of combined credit card experience. Berwyn currently

provides a full line of services to several banks, including NatWest Bank,
European American Bank (EAB), CorTrust Bank and Suburban Bank. Berwyn has also
signed a contract to implement its program with Wawel Savings Bank, SLA. Berwyn
is marketing its services across the country and is currently in negotiation
with other major banks to provide them with a complete turn-key secured card
operation. Berwyn is a service member of the American Bankers Association (ABA),
and a licensed Independent Sales Organization (ISO) for Visa and a registered
Member Service Provider (MSP) for MasterCard.

Command America Corporation was formed in August 1990 to market credit card
products and programs for banks. Command America offers a program designed to
build a portfolio through issuing credit cards to Affinity groups and retailers
(co-branded cards). This program enables a bank to issue both secured and
unsecured bank credit cards, providing the means to develop a high profit card
portfolio with low acquisition costs, increased activation rates and decreased
attrition.

Command's research identified the potential of leasing as a growth
opportunity for financial services companies and banks. Thus, Command acquired
100% of Franklin Credit & Leasing Corp., in July 1993 through the issuance of
Command Common Stock. Franklin Credit has developed a variety of lease products
which it markets to both small and middle market companies for all types of
heavy equipment and machinery. The leases range in size from approximately
$50,000 to $5,000,000. Although the leasing business on the whole has expanded
quite rapidly over the past decade, many businesses, like their consumer
counterparts, don't have perfect credit. Most, if not all, of the major players
in the leasing industry, whether traditional banks or non-bank lenders, have
increased their rejection of business credit, thereby creating a niche market
for companies like Franklin. Franklin management draws upon several major
funding resources and develops custom leases for companies with minor credit
problems. The rates are more costly and the terms and conditions are a bit more
stringent, but many companies accept these factors in order to realize their
goals. Franklin is another Command subsidiary that has concentrated on providing
needed products to service a niche market.

<PAGE>

As an adjunct to the regular leasing services of Franklin, its officers and
employees provide commercial real estate and other loan referral services (e.g.
Small Business Administration [SBA]) to its existing and newly developed
clientele. Franklin also provides Command with an introduction to banks who are
interested in Command's secured bank credit card programs.

Fidelity Holding Corp. was acquired by the Company in October 1995 from
Jetlease Finance Corp. ("Jetlease") in exchange for 4,000,000 shares of the

Company's Common Stock. An additional 2,500,000 shares were issued pursuant to
the Exchange Agreement. On April 29, 1996 2,930,000 shares issued to Jetlease
were cancelled. See "THE OFFERING" on page 5 hereof. On April 21, 1996, an
involuntary petition under Chapter 7 (liquidation) of the United States
Bankruptcy Code was filed against Jetlease in the United States Bankruptcy Court
for the Southern District of Florida. Jetlease consented to the entry of an
order for relief, to convert the case to a case under Chapter 11
(reorganization) and the appointment of a trustee. The Company does not expect
this to have a material effect on it based upon the value of the collateral
securing the notes and the Company's position as a secured creditor. The primary
assets of Fidelity Holding Corp. consist of two promissory notes issued to it by
Jetlease in the amounts of $6,000,000 and $4,000,000, respectively, which
promissory notes bear interest at twelve percent (12%) per annum payable as
follows: interest only of 1% of the principal amount payable monthly for a term
of twenty-four months, or $1,200,000 per annum payable to Command. The
promissory notes are secured by two Boeing 727 aircraft which were in the
process of being converted into cargo planes by Jetlease and were to be
subsequently leased by Jetlease to a prominent domestic and international
overnight delivery carrier. The conversion of these aircraft is not yet
completed and therefore, to Command's knowledge, have not yet been leased. The
principal amount of the promissory notes approximate the October 1995 market
value of the Boeing 727 aircraft securing same. The first interest payment of
$100,000 which was due by Jetlease in January 1996, was not paid. Command
notified Jetlease and the Federal Aviation Administration (FAA) of the default
and commenced an action to foreclose on the collateral, the aircraft. Command
also commenced an action against Jetlease, its principals and others for
damages, including, in the event of a deficiency upon the notes, and other
damages. In April 1996, the FAA recorded Command as registered owner holding
full title to the two aircraft which served as collateral for the notes issued
in the Jetlease transaction.

The operations of Fidelity do not require employees, other than the
officers of the subsidiary appointed by the Company, and therefore is not
anticipated to generate any material operating expenses, other than the initial
expense of acquiring this subsidiary. However, the operations of Fidelity
Holding Corp. are anticipated to generate substantial revenues either through
the payment to the Company by Jetlease of the amounts due on the promissory
notes described above or by Command selling its collateral against these notes.
In this regard, the Company believes that its transaction with Jetlease, whereby
the Company acquired Fidelity Holding Corp. and its interest in the promissory
notes, was an economically attractive transaction for the Company

In May 1996, Command acquired 85% of ISI in exchange for its agreement to
issue 1,000,000 shares of the Company's Common Stock. ISI was founded in 1995 to
provide medium and large corporate clients within high-tech environments with
computer and network design systems. ISI has an expertise in implementing
specific network solutions and integrating diverse network systems and
applications. Command has committed to lend ISI up to $500,000, of which it has
already lent over $100,000, to implement its business plan.

<PAGE>

In May 1996, Command also acquired 100% of the Common Stock of Prestige
which is the registered owner of a 401A twin engine Cessna aircraft which the
Company intends to offer for lease. Command acquired Prestige to help expand the
aircraft leasing operations of Fidelity.

Company History

Command was originally organized as a research and development company for
the purpose of developing an international database of credit card information
and statistics. The database was designed to compare the characteristics of a
bank credit card customer and the usage of credit cards across many countries.
The database included behavioral spending characteristics of individuals who use
bank credit cards and the classification of individuals who preferred bank
credit cards over internationally accepted charge cards (e.g. American Express,
Diners Club, Carte Blanche, etc.). The early management of Command conducted
this research with the intention of providing banks with detailed information on
the issuance, processing, servicing and usage of a bank credit card. It was the
intention of Command to market segments of this information, along with
financial models, to the international banking community, particularly those
banks who were about to enter the bank credit card market.

In the course of this strategic activity, it became clear that the
information gathered by Command was extremely valuable and so conclusive, that
by 1992, the Company decided to enter the bank credit card business itself. The
Company conducted a rigorous analysis of data which showed that between the
years 1989 and 1992 the rejection rate for unsolicited bankcard applications
rose from approximately 56% to approximately 75%. More important, these results
underscored the realization that the use of advanced computer models had made
monitoring and tracking individual consumers of credit cards a high-level
science. Unfortunately, the same level of sophistication associated with the
risks and rewards of lending to different types of individual credit consumers,
virtually eliminated a means of entry to the mainstream world of credit and
credit cards for many individuals.

Under today's standards of evaluation, an individual with no credit history
is considered to have a bad credit history and thereby warrants rejection. Minor
credit infractions, such as a thirty day late payment to a department store two
years prior, could result in rejection for credit even though that individual's
credit from that date on had been perfect.

Segmentation analyses were a major part of Command's research into the
credit card markets. This data helped the Company to identify and further
understand some of the types of individuals who were not gaining entry to the
consumer credit card markets. Some of the groups that have problems obtaining

credit are: recent immigrants, new members of the work force, women (who
previously relied on their husband's credit, but are now either widowed or
divorced), students, members of the armed forces and senior citizens. This
entire segment of the population is disenfranchised due to what might be called
"computer discrimination."

To satisfy financial institutions needs for low risks in lending and
consumer needs for available credit, Command has developed credit card marketing
programs for financial institutions to capture a significant portion of this
highly volatile, but potentially profitable consumer market with minimal
financial risk.

<PAGE>

Command Credit Card Programs

Command offers two secured credit card programs to lending institutions;
the first makes it possible for institutions to establish a credit card program,
and the second makes it possible for institutions with existing credit card
programs to further expand their credit card programs to consumers. Each of
Command's secured card programs require the non-credit worthy consumer to
deposit with the lending institution an amount of money equal to the line of
credit the consumer desires.

Command's program for institutions that do not offer credit cards (denovo
issuers) is designed to attract institutions which are inexperienced in the
credit card industry, too small to implement such a service on their own, and
concerned about the staffing requirements for such an undertaking. Most small
lending institutions lack credit card business experience and do not have a
large enough asset base to participate in a major credit card program. Command
provides all of the associated functions required to operate a back office
credit card service through its subsidiary Berwyn Holdings, Inc. and assumes the
responsibility for marketing and implementing the program. Command handles all
the bank's credit card servicing, and reviews, investigates, processes and
verifies all credit card applications subject to parameters set by the lending
institution. The lending institution is also provided with long term deposits,
from which it can finance all of its new credit card business. The security of
the deposits assures the institutions of payment on any credit card default.

Command's program for institutions which already offer unsecured Visa
and/or MasterCards to credit consumers (established issuers) enables them to
expand their customer bases by offering secured cards to "non-established credit
consumers" with minimal financial risk. All credit decisions are made by the
lending institutions. Command markets the secured card products and will service
the secured card customer. If the cardholder is able to maintain a perfect
payment record over a consecutive period of 18 months, and is able to maintain a
good credit standing with his other creditors, and meets certain other
pre-established criteria, he or she will receive an unsecured credit card from

either the original card issuer or another participating institution, and his or
her deposit will be returned. This program appeals to non-established credit
consumers and those who want to re-establish their credit-worthiness among
issuers of credit. The secured bank credit card market is comprised of many
individuals who "slipped through the cracks", and many individuals such as young
adults with little or no borrowing experience, divorced or widowed individuals
without credit in their own name, people who experienced minor cash flow
problems in their past but eventually met their obligations, high school
graduates and college students, resident immigrants, senior citizens and others.
These individuals are a diverse group representing different socioeconomic
backgrounds and income levels, which represents Command's marketplace. It has
been estimated by researchers and published in numerous trade periodicals and
newspapers that this market represents over sixty million Americans.

Secured cardholders are required to deposit with the credit card issuing
bank a minimum of $250, up to a maximum of $5,000, based upon their desired
credit line. Banks pay the consumer interest on such deposits. Credit
cardholders are subject to interest and late payment charges allowable within
the bank's geographical area. Fees payable by the bank to Command are subject to
negotiation. All consumer fees are collected directly by the bank and passed on
to Command, where applicable.

Command derives its credit card business revenues from annual fees, set-up
fees, and servicing fees. Annual fees are equal to a percentage of the annual
fee charged to the consumer for having the credit card. No such fees are
currently being paid under our bank contracts. Set-up fees are a one-time charge
which the bank pays to the Company, and servicing fees are the fees paid each
month for

<PAGE>

servicing the account. These fees cover the cost of scoring and monitoring
activities maintained on secured cardholders, information which most banks find
extremely valuable. In addition, Command has the option of selling an extended
benefits program, whereby the cardholder will receive discounts on airlines,
rental cars, hotels, and other services.

Command's programs enable participating institutions to expand their
business base and attract new customers who may become resources for other
consumer services offered by the card issuer. Small lenders who wanted to issue
credit cards were previously required to do so through larger banks, which would
pay the small lender a modest fee for the customer, keeping the profits and,
often, the customer. Under Command's programs, any bona fide lending institution
can become a credit card issuer, or expand its customer base, taking less
financial risk then is associated with an unsecured card portfolio.

Ability To Provide Services

All prospective bank clients of Command must first be licensed by
MasterCard or Visa and then accepted by a third party processor such as FDR
(First Data Resources), a supplier of data processing services for the financial
community, or another reputable processing company. Upon acceptance by the
processor, the participating bank will be charged a one time account set-up fee
of approximately $10,000 which is payable to Command. The fee covers the
computer programming and implementation of the institution's unique account
number and the set up of the bank in the payment system. Regular monthly fees of
approximately $3.00 per card per month will be billed for services, compliance,
storage of credit card usage records, sales reports, management reports, and
credit card monitoring.

The primary focus of the Company's credit card business will be the
continued implementation of secured card marketing programs that have been
tested and proven in the past. Of late, the marketplace is being bombarded with
credit card solicitations, offers, reduced prices, teaser rates, etc., in an
attempt to capture or recapture market share. The Company's prior test marketing
programs seem to indicate that leveraging certain combinations of product
enhancements work best to acquire and retain cardholders. The Company's findings
suggest that some of these combinations include a loyalty driven co-branded or
Affinity card with fair terms, rates and conditions, gold card benefits and
virtually assured acceptance. The Company's dual secured and unsecured credit
card offering is receiving remarkable acceptance with large Affinity groups, and
bankcard issuers. To date, Command has contracted with Affinity Groups and
Retailers representing a prospective target market of nearly 12 million people.
The company has contracts with Essence Magazine, The American Chiropractor
Magazine, The Outlaw Music Group, local chapters of The Republican Party and
other national, regional and community based groups, to provide their members
and customers with bank credit cards. The Company is continuing negotiations
with other groups and retailers to provide similar services.

Government Regulations

Although the credit card industry and the banking industry are highly
regulated by Federal and State government, Command does not come within the
scope of such laws in providing marketing services. However, it is necessary to
maintain conformity with industry rules and regulations established for the
financial institutions that actually issue and own the credit card accounts and
receive all deposits

<PAGE>

and credit card payments. No assurances can be given that such laws will not be
modified, or that new laws and regulations will not be enacted in the future,

which might have a material beneficial or adverse effect upon Command's
operations.

Competition

The financial services industry and the credit card business are highly
competitive. Command has and will continue to encounter competition from
numerous other firms and established institutions, many of which are larger,
have longer histories of operations, and have greater financial, marketing and
other resources. With respect to its operations directed to non-creditworthy
applicants, Command will face the task of educating lending institutions as to
the advantages of its programs, the minimal risk for the participating
institution and the benefits to the consumer. Of course, no assurances can be
given that Command will be successful in its efforts to obtain market acceptance
or that, even if successful, will be able to attract sufficient sales to make
its operations commercially profitable.

To the best of Command's knowledge, there are approximately 50 banks and
non-bank banks throughout the United States which compete with the Company's
secured bank credit card operations by offering credit cards to non-established
or credit-risk consumers. he programs offered by such competitors, typically do
not re-establish the consumer's creditworthiness, guarantee return of consumer's
deposit if monthly payments are made on time, or provide ongoing consumer
education programs. The Company believes it is the only company that currently
offers an extended benefits program and computerized behavioral monitoring to
its participating bank credit cardholders. To Command's knowledge, no other
company offers a more comprehensive secured and unsecured credit card program to
Affinity groups and retailers. With the national unsecured and unsolicited
application rejection rate in excess of 80% at the largest banks, Command's
program is an important alternative to ordinary unsecured credit card programs.

To the best of Command's knowledge, there are a significant number of
companies like Franklin who handle commercial and equipment leasing. Command is
not aware of any who are dominant in the industry.

To the best of Command's knowledge, the design and implementation of
computer systems and networking provided by ISI is a highly competitive business
and there are many companies which are larger, have longer histories of
operations, and have greater financial, marketing and other resources.

Employees

The Company and its subsidiaries currently employ approximately 35
employees, two of which are employed part-time. The Company believes it enjoys a
good relationship with its employees. The Company has not entered into any
collective bargaining agreements regarding its employees.

<PAGE>

Properties

The Company maintains its principal executive and marketing offices at 100
Garden City Plaza, Garden City, New York, where it leases approximately 11,500
square feet of office space from an unaffiliated third party. Prior to December,
1995 the Company leased approximately 9,500 square feet. This space is rented
pursuant to a five year lease which commenced on February 1, 1994 at an annual
rental of $94,710 through July 31, 1995; thereafter increasing to $142,065
through February 25, 1996; thereafter increasing to $172,065 through December
31, 1999.

Mr. Kunee, a consultant to the Company, provides offices to Command in
Holland. The offices are available to Command in connection with the consulting
services provided by Mr. Kunee.

The Company believes that its current facilities are well maintained and
are adequate to meet its immediate requirements.

Legal Proceedings

In November 1994, Command acquired 88% of Prime Source Managed Total Care,
Inc. (Prime), a medical administrative and billing service that also provided
managed health care, located in Salt Lake City, Utah. Prime appeared to be an
excellent opportunity for Command with respect to their experience in issuing
credit cards (Command was going to develop and issue a medical credit card in
conjunction with Prime) and Prime's existing business. Prime represented that
they had enough business to not only show a large profit in their own company,
but that they would be able to subsidize Command's credit card program as well.
Command paid approximately $800,000 in cash and approximately $800,000 of
Command Common Stock to acquire Prime, only to discover substantial problems
with the numbers reported by Prime. When Command discovered these problems,
Command, pursuant to an arbitration agreement contained in a written contract
with Prime, entered into a Demand for Arbitration with Prime. The nature of the
dispute is fraud and misrepresentation, and the relief sought is recision of the
transaction and return of the Company's investment. In addition, Command, as the
principal shareholder of Prime, has brought a shareholder's derivative action
against the principal officers of Prime alleging fraud, misrepresentation and
abuse of their fiduciary duties to the Company. Upon review by a management team
that was sent by Command to Salt Lake City, Utah, to evaluate Prime, it was

decided that the best course of action for Command was to cut its losses and
allow Prime to close down. Therefore, on September 30, 1995, Command wrote-off
its entire investment in Prime.

Command signed a lease commencing January 15, 1992, for office space in
Davie, Florida. Due to non-performance of the landlord, litigation ensued which
resulted in favor of the landlord. Command appealed the case and lost the
appeal. This outcome did not have a material effect to the Company's financial
position, results of operations or liquidity.

Command, in the normal course of business, is a plaintiff in a number of
legal proceedings.

<PAGE>

MANAGEMENT

Directors and Executive Officers

The directors and executive officers of Command are as follows:

Director Principal Occupation During the
Name Age Since Past Five Years
---- --- ----- -------------------------------

William G. Lucas 62 1990 Chairman of the Board, President and
Chief Executive Officer; (since 1990);
and Chief Financial Officer (since
1995); Consultant to Command and other
clients for more than five years. He
has extensive experience in computer
automation, was head of the market
data system for the New York Stock
Exchange (NYSE) and has developed
computer monitoring and control
systems for banks, insurance companies
and credit card companies, including
American Express, which is widely
regarded as having the most
sophisticated credit card control
system in the world.

John G. George 50 1985 Treasurer (since 1989) and Director;
Self-employed attorney and prior to
that and for more than five years
Partner of Mineo, Booth & George, a
Florida law firm. Former President of
Command (1989-1990). Mr. George's
legal specialties are corporate and
tax law. In the past he has served as
a business tax attorney for the
Internal Revenue Service. He later
served as a Broward County Assistance
Public Defender.

Robert W. Seiffert 40 1985 Director; Self-employed attorney since
1985; Partner of Irving Singer,
Attorney at Law, a New York law firm
from 1983 to 1985.

- ----------
John G. George is a first cousin of William G. Lucas.

The members of the Board of Directors are elected annually by the
shareholders for a term of one year. The Board of Directors does not have a
standing audit, nominating and compensation committees, or committees performing
similar functions.

<PAGE>

Executive Compensation

Set forth below is cash compensation paid and accrued for the year ending
June 30, 1995, to the three highest paid executive officers whose compensation
exceeded $60,000 (Command had three such executive officers at June 30, 1995)
and to all executive officers as a group.

Name & Title Year Salary Bonus Deferred
------------ ---- ------ ----- --------

William G. Lucas 1995 $139,167 -0- $-0-
President & CEO

Richard E. Finnis, 1995 124,665 -0- -0-
Executive Vice President

Philip A. Leone, 1995 81,000 -0- -0-
Senior Vice-President

All executive officers 396,832 -0- -0-
as a group (4 persons)

Mr. Lucas was paid a salary of $175,000 per year as President pursuant to
the terms of his five year employment agreement dated as of August 1, 1990. In
August, 1992 the contract was amended and the term was extended to August 1997
after a 10% salary cut. In November 1994, Mr. Lucas took an additional voluntary
pay cut. Mr. Lucas' current salary is $130,000 per year.

Mr. Finnis served as Executive Vice President of Command and received a
salary of $160,000 per year under a five year contract effective August 1, 1990.
In August, 1992 the contract was amended and the term was extended to August
1997 after a 10% salary cut. In November 1994, Mr. Finnis took an additional
voluntary pay cut. In January 1996, Command accepted Mr. Finnis' resignation as
officer and director of Command.

Mr. Leone was paid a salary of $81,000 per year as Senior Vice President
pursuant to the terms of his three year employment agreement dated as of January
15, 1993. In June 1995, Command accepted Mr. Leone's resignation as officer and
director of Command.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the past the Company has experienced cash flow difficulties, and as a

result, Mr. William Lucas has lent the Company money at virtually no interest.
Mr. Lucas has also not drawn a salary for the past several months and is
currently not drawing a salary. In addition, in past years Mr. Lucas has
forgiven a significant portion of his salary. At June 30, 1995, the Company owed
Mr. Lucas approximately $75,000, which amount did not bear interest. As of March
31, 1996, the Company owed Mr. Lucas approximately $285,000 which amount also
does not bear interest.

On April 17, 1995, December 26, 1995 and April 15, 1996, Mr. Lucas acquired
2,500,000, 200,000 and 1,000,000 shares of the Company's Common Stock pursuant
to stock options at an exercise price equal to 50% of the market price of the
Company's Common Stock on such dates, namely, $0.03, $0.50 and $0.105,
respectively.

<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 150,000,000 shares
of Common Stock, $.0001 par value per share. As of the date of this Prospectus,
23,856,579 shares of the Common Stock are issued and outstanding.

Common Stock

The holders of the shares of Common Stock are entitled to one vote for each
share held of record on all matters on which stockholders are entitled or
permitted to vote. Such holders may not cumulate votes in the election of
directors. The holders of Common Stock are entitled to receive such dividends as
may lawfully be declared by the Board of Directors out of funds legally
available therefor and to share pro rata in any other distribution to the
holders of Common Stock. See "DIVIDEND POLICY" on page 8 hereof. The holders of
Common Stock are entitled to share ratably in the assets of the Company
remaining after the payment of liabilities in the event of any liquidation,
dissolution or winding up of the affairs of the Company. There are no preemptive
rights, conversion rights, redemption or sinking fund provisions or fixed
dividend rights with respect to Common Stock. All outstanding shares of Common
Stock are fully paid and non-assessable, and the shares of Common Stock to be
issued in this Offering, upon payment therefor, will be fully paid and
non-assessable.

Warrants

In conjunction with the Company's reverse split, the Board of Directors of
Command authorized the Company to issue a 300% warrant dividend to all
shareholders of record as of the close of business on Thursday, October 26,
1995. For every one post split share, a shareholder received three warrants. The

warrants were issued at no cost to the individual shareholders. After eighteen
months, the warrant holders may exercise their warrants to purchase common
shares. All unexercised warrants will automatically expire after a three year
period.

Transfer Agent

The transfer agent and registrar for the Company's Common Stock is Jersey
Transfer & Trust Company.

<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth as of the date of this Prospectus
information with respect to the beneficial ownership of Common Stock by (i) each
person who is known by the Company to be the beneficial owner of more than 5% of
the outstanding shares of the Common Stock, (ii) each Director of the company,
(iii) each of the named executive officers, (iv) all Directors and executive
officers of the Company as a group, and (v) the Selling Shareholder. The Company
believes that each of the shareholders listed below, other than the Selling
Shareholder, have sole voting and investment power with respect to the shares of
Common Stock beneficially owned.

<TABLE>
<CAPTION>
Beneficial Ownership Shares Being Beneficial Ownership
Prior to Offering Offered After Offering
-------------------- ----------------- ----------------------
Name & Address of Number of
Beneficial Owner Shares Percent Shares Percent
- ---------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Directors and Executive
Officers

William G. Lucas 1,224,778 5.13% 0 1,224,778 5.13%
100 Garden City Plaza
Garden City, NY 11530

John G. George (1) 23 * 0 23 *
880 N.W. 116th Avenue
Plantation Acres, FL 33325

Robert W. Seiffert 27 * 0 27 *
254 Amos Avenue
Oceanside, NY 11572

Officers & Directors
as a group 1,224,828 5.13% 0 224,828 5.13%
(Three persons)

Selling Shareholder (2)
Jetlease Finance Corp. 3,570,000 14.96% 3,570,000 0 14.96%
100 Cypress Creek Road, Ste. 820
Fort Lauderdale, FL 33309
</TABLE>

- ----------
* Less than 0.01%
(1) Includes shares beneficially owned by family members.
(2) Subject to a voting trust held by William Lucas.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the Company will have outstanding an
aggregate of 32,835,166 shares of Common Stock assuming no exercise of options
or warrants to purchase Common Stock. Of the outstanding shares of Common Stock,
the 13,570,000 shares sold in this Offering will be freely tradeable without
restriction or further registration under the Act, unless purchased by
"affiliates" of the Company, as that term is defined in Rule 144 under the Act
("Rule 144").

In general, under Rule 144 as it is currently in effect, a person (or
persons whose shares are required to be aggregated) who beneficially owns shares
of Common Stock currently outstanding that are not being registered hereby
("Restricted Shares") with respect to which at least two years have elapsed
since the later of the date the shares were acquired from the Company or from an
"affiliate" of the Company, including persons who may be deemed to be affiliates
of the Company, would be entitled to sell within any three-month period a number
of shares which does not exceed the greater of 1% of the then outstanding shares
of Common Stock or the average weekly reported trading volume during the four
calendar weeks preceding the filing of the Form 144 with respect to such sale.
Sales under Rule 144 are also subject to certain manner-of-sale provisions and
notice requirements, and to the availability of current public information about
the Company. A person who is not an affiliate of the Company under the Act, has
not been an affiliate during the preceding 90 days, and who beneficially owns
shares with respect to which at least three years have elapsed since the later
of the date the shares were acquired from the Company or an affiliate of the
Company, is entitled to sell such shares under Rule 144(k) without regard to the
requirements described above.

PLAN OF DISTRIBUTION

The sale of the shares of Common Stock by the Company and/or the Selling
Shareholder may be effected from time to time in transactions (which may include
block transactions by or for the account of the Company or the Selling
Shareholder, as the case may be) in the over-the-counter market or in negotiated
transactions, a combination of such methods of sale or otherwise. Sales by the
Company will be made at a price of $.50 per share of Common Stock. Sale by the
Selling Shareholder may be made at fixed prices which may be changed, at market
prices prevailing at the time of sale, or at negotiated prices.

The Company and/or the Selling Shareholder may effect such transactions by
selling shares of Common Stock directly to purchasers, through broker-dealers
acting as agents for the Company or the Selling Shareholder, as the case may be,
or to broker-dealers who may purchase shares as principals and thereafter sell
the shares from time to time in the over-the-counter market, in negotiated
transactions or otherwise. Such broker-dealers, if any, may receive compensation

in the form of discounts, concessions or commissions from the Company or the
Selling Shareholders, as the case may be, and/or the purchasers for whom such
broker-dealers may act as agents or to whom they may sell as principals or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Members of the National Association of Securities
Dealers, Inc. that participate in the offering will not receive underwriting
commission in excess of 5%.

The Selling Shareholder and broker-dealers, if any, acting in connection
with sales by the Company or the Selling Shareholder might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commission received by them and any profit on the resale of the Securities might
be deemed to be underwriting discounts and commissions under the Securities Act.

<PAGE>

The Selling Shareholder entered into an agreement with the Company
providing for the registration of the shares of Common Stock under the
Securities Act and the blue sky laws of the several states. Pursuant to the
registration rights agreement, the Company is required to bear the cost of such
registration. Other than the foregoing, there were no agreements or
understandings between the Company or the Selling Shareholder regarding a plan
of distribution for the shares of Common Stock.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Lehman & Eilen, Uniondale, New York.

EXPERTS

The consolidated statements of financial position as of June 30, 1995 and
the statements of operations, changes in stockholders' equity, cash flows and
supporting schedules for each of the years in the period ended June 30, 1995,
included in this Prospectus, have been included herein in reliance on the
reports of Charles J. Davitian, P.C., independent certified public accountant,
given on the authority of said firm as an expert in auditing and accounting.

<PAGE>

CHARLES J. DAVITIAN, C.P.A.
Certified Public Accountant

101 Park Avenue
New York, New York 10178

(212) 922-0130

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Command Credit Corporation
100 Garden City Plaza
Garden City, NY 11530

Gentlemen:

We have audited the accompanying consolidated statements of financial position
of Command Credit Corporation and subsidiaries at June 30, 1995 and 1994 and the
related statements of operations, changes in shareholder's equity, cash flows
and supporting schedules for the years ended June 30, 1995 and 1994. 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 audit.

We conducted our audit 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 disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
statement presentation. We believe our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above, present fairly, in
all material respect, the consolidated financial position of Command Credit
Corporation and subsidiaries at June 30, 1995 and 1994, and the results of its
consolidated operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ Charles J. Davitian
- -----------------------
Charles J. Davitian

New York, NY
September 25, 1995

F-1

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

ASSETS
June 30 June 30
1995 1994
---------- ----------
Current Assets:

Cash in Banks (Note 2) $ 228,098 $ 107,561
Accounts Receivable, Net (Note 3) 285,114 34,264
Note Receivable, Net (Note 4) 360,000 -0-
Prepaid Expenses (Note 5) 19,308 87,474
Interest Receivable (Note 6) 120,900 79,090
Stock Subscriptions Receivable (Note 7) 597,332 2,492,582
---------- ----------
Total Current Assets 1,610,752 2,800,971
---------- ----------
Fixed Assets:

Equipment 768,880 522,493
Furniture & Fixtures 339,482 168,099
Leasehold Improvements 228,603 228,238
---------- ----------
1,336,965 918,830
Less: Accumulated Depreciation
and Amortization 962,786 645,732
---------- ----------
Total Net Fixed Assets 374,179 273,098
---------- ----------
Other Assets:

Acquisition of Businesses (Note 8) 1,997,457 -0-
Bank/Data Center Acquisition (Note 9) 260,993 260,993
Investments (Note 10) 268,139 488,857
Organization Expenses 30,525 13,002
Computer Software 47,412 -0-
Goodwill 402,391 416,722
Security Deposits 34,241 32,472
---------- ----------
Total Other Assets 3,041,158 1,212,046
---------- ----------

Total Assets $5,026,089 $4,286,115
========== ==========

The accompanying notes are an integral part of this report.

F-2

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

LIABILITIES & SHAREHOLDERS' EQUITY

June 30 June 30
1995 1994
------------ ------------
Current Liabilities:

Accounts Payable & Accrued Expenses (Note 11) $ 1,329,419 $ 505,997
Leases Payable 76,388 57,912
Payroll Taxes Payable 493,060 95,402
Notes Payable (Note 12) 169,112 31,802
Salaries Payable (Note 13) 82,917 -0-
Loans Payable (Note 12) 171,626 -0-
------------ ------------
Total Current Liabilities 2,322,522 691,113
------------ ------------
Long Term Liabilities:

Leases Payable 30,484 7,824
Notes Payable (Note 12) 501,962 -0-
------------ ------------
Total Long Term Liabilities 532,446 7,824
------------ ------------
Total Liabilities 2,854,968 698,937
------------ ------------
Shareholders' Equity:

Common Stock - Authorized 150 Mill. shares,
$.0001 par value, 77,575M issued and
outstanding at 6/95 7,757 2,669
Paid-In-Capital in Excess of Par Value 27,134,965 23,666,004
Paid-In-Capital from Treasury Stock 946,434 946,434
Paid-In-Capital from Warrants Exercised 902,389 902,389
Translation Adjustment 19,560 18,875
Retained (Deficit) (26,220,284) (21,331,243)
------------ ------------
Total Shareholders' Equity 2,790,821 4,205,128
Less: Treasury Shares at Cost 619,700 617,950
------------ ------------
Net Shareholders' Equity 2,171,121 3,587,178
------------ ------------
Total Liabilities and Shareholders' Equity $ 5,026,089 $ 4,286,115
============ ============

The accompanying notes are an integral part of this report.

F-3

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30TH

1995 1994
----------- -----------
Revenues:

Operating Revenue $ 845,105 $ 120,552

Interest Income 46,768 54,822
----------- -----------
Total Revenue 891,873 175,374
----------- -----------
Operating Expenses:

Selling Expenses (Schedule I) 2,992,917 1,567,715

Administrative Expenses (Schedule II) 2,404,208 1,699,873

Loss on Investment 265,015 27,922

Taxes 118,774 99,656
----------- -----------
Total Operating Expenses 5,780,914 3,395,166
----------- -----------

Net (Loss) ($4,889,041) ($3,219,792)
=========== ===========
Net (Loss) per Outstanding
Common Share (Note 17) * ($ 18.00) ($ 27.00)
=========== ===========

* NOTE: These amounts reflect a One Hundred Fifty (150) to One (1) reverse stock
split effective October 27, 1995.

The accompanying notes are an integral part of this report.

F-4

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FOR THE TWO YEARS ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
Par Paid-In Translation Treasury Retained
Shares Value Capital Adjustment Stock Deficit Total
---------- ------ ----------- ----------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance June 30, 1993 9,838,580 $984 $21,079,995 ($18,215,101) $2,865,878

Acquisition of Subsidiary 45000 5 (5) -0-

Issued for Consulting 416,220 42 1,334,754 1,334,796

Stock Sold and Issued 16,388,433 1,638 3,100,083 3,101,721

Translation Adjustment 18,875 18,875

Treasury Stock (617,950) (617,950)

Prior Period Adjustment 103650 103,650

(Loss) for the Period (3,219,792) (3,219,792)
---------- ------ ----------- ------- --------- ------------ ----------
Balance June 30, 1994 26,688,233 $2,669 $25,514,827 $18,875 ($617,950) ($21,331,243) $3,587,178
========== ====== =========== ======= ========= ============ ==========

<CAPTION>
Par Paid-In Translation Treasury Retained
Shares Value Capital Adjustment Stock Deficit Total
---------- ------ ----------- ----------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance June 30, 1994 26,688,233 $2,669 $25,514,827 $18,875 (617,950) ($21,331,243) $3,587,178

Acquisition of Subsidiary 4,969,987 497 1,562,899 1,563,396

Issued for Consulting 27,400,000 2,740 1,883,582 1,886,322

Stock Sold and Issued 18,516,357 1,851 1,876,309 1,878,160

Translation Adjustment 685 685

Treasury Stock (1,750) (1,750)

Prior Period Adjustment (1,853,829) (1,853,829)

(Loss) for the Period (4,889,041) (4,889,041)

---------- ------ ----------- ------- --------- ------------ ----------
Balance June 30, 1995 77,574,577 $7,757 $28,983,788 $19,560 ($619,700) ($26,220,284) $2,171,121
========== ====== =========== ======= ========= ============ ==========
</TABLE>

The accompanying notes are an integral part of this report.

F-5

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED JUNE 30TH

1995 1994
----------- -----------
Cash Flow from Operations:
Net (Loss) ($4,889,041) ($3,219,792)
Adjustments to Reconcile Net Loss
to Net Cash Provided by Operations
Depreciation & Amortization 317,054 152,801
Increase (Decrease) in:
Accounts Payable 823,422 (613,501)
Leases Payable 41,136 (12,710)
Payroll Taxes Payable 397,658 (53,908)
Notes Payable 639,272 -0-
Salaries Payable 82,917 -0-
Loans Payable 171,626 -0-
(Increase) Decrease in:
Notes Receivable (360,000)
Prepaid Expenses 68,166 509,943
Interest Receivable (41,810) (41,813)
Accounts Receivable (250,850) 234,607
Stock Subscriptions Receivable 1,895,250 (590,250)
Organization Expenses (17,523) (1,673)
Security Deposits (1,769) (4,669)
Computer Software (47,412) -0-
----------- -----------
Net Cash Used (Provided) by Operations (1,171,904) (3,640,965)
----------- -----------
Cash Flow from Financing Activities:
Proceeds from Issuance of Common Stock 2,371,852 3,856,446
Purchase of Treasury Stock (1,750) (17,499)
Deferred Compensation -0- 103,650
Investment in Subsidiaries (895,260) -0-
----------- -----------
Net Cash Flow from Financing Activities 1,474,842 3,942,597
----------- -----------
Cash Flow from Investing Activities:
Capital Expenditures Paid in Cash (418,135) (206,567)
Foreign Currency Translation Adjustment 685 (1,505)
Bank/Data Center Acquisition -0- (25,909)
Goodwill 14,331 23,430
Sale of Investments 220,718 (36,295)
----------- -----------
Net Cash (Used) by Investing Activities (182,401) (246,846)
----------- -----------
Net Increase in Cash and Cash Equivalents 120,537 54,786
Cash and Cash Equivalents Beginning of Period 107,561 52,775
----------- -----------

Cash and Cash Equivalents End of Period $ 228,098 $ 107,561
=========== ===========

The accompanying notes are an integral part of this report.

F-6

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
SUPPORTING SCHEDULES
FOR THE YEARS ENDED JUNE 30TH

1995 1994
---------- ----------
SCHEDULE I

Selling Expenses:
Salaries & Outside Services $ 282,684 $ 156,847
Travel & Entertainment 283,103 365,757
Telephone 96,288 66,971
Advertising 29,101 17,971
Consulting 965,925 296,579
Commissions 89,036 84,730
Marketing Expenses 514,425 539,856
Processing Charges 12,643 -0-
Public Relations 684,746 6,672
Trade Shows 34,966 32,332
---------- ----------

Total Selling Expenses $2,992,917 $1,567,715
========== ==========

SCHEDULE II

Administrative Expenses:
Salaries & Outside Services $1,175,970 $ 781,000
Professional Fees 428,848 387,317
Office Expenses 21,561 29,186
Stock Transfer Fees 25,142 8,710
Rent 133,755 100,220
Stationery, Printing & Postage 98,136 53,491
Insurance 118,221 73,292
Maintenance & Sanitation 30,645 14,317
Building & Equipment Leasing 65,306 -0-
Depreciation & Amortization 179,542 176,792
Utilities & Sundry Expenses 62,160 39,985
Interest Expense 19,289 2,464
Relocation Expense 466 20,000
Meeting Expense 19,954 13,099
Bad Debt Expense 25,213 -0-
---------- ----------

Total Administrative Expenses $2,404,208 $1,699,873
========== ==========

The accompanying notes are an integral part of this report.

F-7

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1995 AND 1994

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A) Method of Accounting: Command Credit Corporation ("Command") utilizes the
accrual method of accounting in recording all transactions.

B) Consolidation: Command Credit Acceptance Corporation ("Acceptance") was
incorporated in Florida on September 9, 1985. On October 12, 1988, Acceptance
was acquired by Video Plan International Corp. ("VPI"), a New York corporation
with virtually no business activity since 1980. Simultaneously, VPI changed its
name to Command Credit Corporation ("Command"). Results of operations of Command
and its subsidiaries are reported on a consolidated basis.

C) Foreign Currency: Currency fluctuations resulting from the consolidation of
Foreign Offices are accumulated as prescribed by translation of foreign
operations under FASB 52. The resulting translation gains and losses are shown
as component of Stockholders' Equity.

D) Depreciation & Amortization: Depreciation of fixed assets is being computed
on a straight line basis over a five year period. Organization expense and
Goodwill are being amortized over five and thirty year periods, respectively.

E) Income taxes: Command recognizes taxes on income as the liability is
incurred. To date Command has accumulated net operating losses which can be used
to offset future earnings.

Command has a carryforward net operating loss of $24,260,944 for use in future
taxable years.

Expiration dates of loss carryforwards are as follows:

Period of Loss Year of
Origination Incurred Expiration
----------- -------- ----------
06/30/86 $ 122,181 2001
06/30/87 56,546 2002
06/30/88 265,035 2003
06/30/89 521,517 2004
06/30/90 2,918,246 2005

F-8
<PAGE>

Period of Loss Year of
Origination Incurred Expiration
----------- -------- ----------

06/30/91 4,333,746 2006
06/30/92 5,299,818 2007
06/30/93 4,077,949 2008
06/30/94 4,632,452 2009
06/30/95 2,033,454 2010
-----------
$24,260,944
===========

NOTE 2: CASH IN BANKS

Cash on hand represents amounts available for current operations held in cash,
checking accounts and interest bearing accounts.

NOTE 3: ACCOUNTS RECEIVABLE

Accounts receivable, reported net of allowances, consists primarily of amounts
due from insurance companies for physician billings.

NOTE 4: NOTE RECEIVABLE

Note receivable consists of an amount due to Command as a result of a guaranteed
investment.

NOTE 5: PREPAID EXPENSES

Prepaid expenses consists of the following:

6/30/95 6/30/94
------- -------
Legal ...................................... $ 2,034 $ 8,500
Insurance .................................. 4,144 1,125
Building Lease ............................. 3,813 -0-
Consulting ................................. -0- 56,811
Marketing .................................. -0- 21,038
Dues & Subscriptions ....................... 8,541 -0-
Other ...................................... 776 -0-
------- -------
$19,308 $87,474
======= =======

NOTE 6: INTEREST RECEIVABLE

Interest receivable represents interest accrued on outstanding subscriptions.

F-9
<PAGE>

NOTE 7: STOCK SUBSCRIPTIONS RECEIVABLE

The amounts outstanding at June 30, 1995, and 1994, were received in part
subsequent to June 30, 1995 and 1994, respectively.

NOTE 8: INVESTMENT IN SUBSIDIARIES

In November 1994, Command concluded the acquisition of 88% of Prime Source
Managed Total Care, Inc., (Prime) a medical administrative and billing service
that also provides managed health care, located in Salt Lake City, Utah. Results
of operations for Prime are reported on a consolidated basis at 100% in the
accompanying financial statements. Command paid approximately $800,000 in cash
and approximately $800,000 worth of common stock for Prime. There was no
goodwill recorded for this transaction.

In March 1995, Command through its wholly owned subsidiary, Command America
Corp., concluded the acquisition of 100% of Berwyn Holdings, Inc., a bank card
servicing company, located in Wilmington, Delaware. Command paid approximately
$100,000 in cash and approximately $220,000 worth of common stock for Berwyn.
There was no goodwill recorded for this transaction.

NOTE 9: BANK/DATA CENTER ACQUISITION

Bank/data center acquisition costs represent professional fees directly
associated with Command's efforts to negotiate the purchasing of interests in
banks in the United States and set up a credit card data processing center in
Europe. Command will amortize the costs of successful projects and write-off
amounts attributable to unsuccessful efforts.

NOTE 10: INVESTMENTS

Command has equity investments consist of in three publicly held corporations
for which it paid cash and stock and recorded at cost.

NOTE 11: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable consists of miscellaneous trade payables and amounts due to
vendors. Accrued expenses consist primarily of expenses incurred during the
period but invoiced after June 30, 1995.

F-10
<PAGE>

NOTE 12: NOTES AND LOANS PAYABLE

Loans payable consist of an amount due to a third party lender, payable with
interest at prime plus 2% with a maturity date of May 1997. Current notes

payable consist of amounts due to the principals of Prime and Berwyn as well as
an amount for the purchase of equipment. Long-term notes payable consist of
amount due to a third party lender. This lender provides funds on an as needed
basis at a rate of 10% per annum. Command will repay these notes at such time
when there is sufficient revenue generated from the imminent implementation of
the Company's programs.

NOTE 13: SALARIES PAYABLE

Salaries payable consists of amounts owed to the Chairman and Executive
Vice-President of Command for the period ended June 30, 1995. These officers
have not drawn a salary for the past several months and will continue not to
draw a salary until such time when significant revenues are generated from the
imminent implementation of the Company's programs.

NOTE 14: SHAREHOLDERS' EQUITY

Prior years retained earnings include a voluntary salary forgiveness by the
Chairman of Command.

At June 30, 1995 Command had outstanding 77,574,577 shares of common stock. It
has reacquired 42,405 shares of common stock during prior years. The shares were
accounted for at cost to the issuer and at June 30, 1995 all such shares were
held in the treasury.

NOTE 15: STOCK OPTIONS

At June 30, 1995 Command had the following stock options outstanding:
SHARES
------
Consultants - in lieu of compensation .................... 1,250(a)
Officers, employees & directors .......................... 2,525,000(b)
---------
2,526,250

(a) The options granted to consultants in January 1991, are exercisable through
January 1996 at $7.50 per share.

(b) Of the options granted to officers, employees and directors 1,025,000 are
exercisable through December 1995 at $0.05 per share, 1,400,000 are exercisable
through July 1996 at $0.25 per share and 100,000 are exercisable through April
1996 at $0.03 per share.

F-11
<PAGE>

NOTE 16: COMMITMENTS & CONTINGENCIES

A) Command is obligated under employment contracts to officers and certain
employees.

B) Command has the following obligations under leases for its office space. In
Garden City, New York Command leases approximately 9,500 square feet of office
space pursuant to a six year lease commencing February 1, 1994 at an annual rent
of $94,710 through July 31, 1995; thereafter increasing to $142,065 through
December 31, 1999. Command signed a lease commencing January 15, 1992 for office
space in Davie, Florida. Due to non-performance of the landlord this space has
not been occupied. As a result, litigation ensued which resulted in favor of the
landlord. Command appealed the case and lost. This outcome did not have a
material effect to the Company's financial position, results of operations or
liquidity. Command also has office space available in Naarden, Holland.

NOTE 17: LOSS PER SHARE

Loss per share was computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the period. The weighted average
number of common shares outstanding during the years ended June 1995, 1994, and
1993 were 39,604,223, 18,132,072, and 8,947,260, respectively.

NOTE 18: DILUTION

Upon the issuance of all shares under subscription, shareholders will experience
a dilution of three quarters of one percent. If all outstanding options and
warrants were exercised, shareholders would experience an additional dilution of
four percent.

NOTE 19: SUBSEQUENT EVENT

In September 1995, Command signed a letter of intent with Jetlease Finance
Corp., a Florida corporation, primarily engaged in the leasing of small, medium
and large aircraft to corporations and high net worth individuals. Command will
acquire a portion of their total portfolio.

F-12

<PAGE>
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS
(UNAUDITED)

March 31
1996
--------
Current Assets:

Cash and Cash Equivalents (Note 2) $ 10,425
Accounts Receivable, Net (Note 3) 120,842
Notes Receivable (Note 4) 10,360,000
Prepaid Expenses (Note 5) 1,756,921
Interest Receivable (Note 6) 300,000
-----------
Total Current Assets 12,548,188
-----------
Fixed Assets:

Equipment 574,675
Furniture & Fixtures 158,096
Leasehold Improvements 225,003
-----------
957,774
Less: Accumulated Depreciation
and Amortization 726,727
-----------
Total Net Fixed Assets 231,047
-----------
Other Assets:

Investments (Note 7) 25,249
Organization Expenses 305
Computer Software 53,302
Goodwill 94,963
Security Deposits 39,241
-----------
Total Other Assets 213,060
-----------
Total Assets $12,992,295
===========

The accompanying notes are an integral part of this report.

FQ-1

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

LIABILITIES & SHAREHOLDERS' EQUITY
(UNAUDITED)

March 31
1996
--------
Current Liabilities:

Accounts Payable & Accrued Expenses (Note 8) $ 783,165
Leases Payable 20,888
Payroll Taxes Payable 362,253
Notes Payable (Note 9) 211,088
Salaries Payable (Note 10) 113,750
Loans Payable (Note 9) 435,395
------------
Total Current Liabilities 1,926,539
------------
Long Term Liabilities:

Leases Payable 35,038
Notes Payable (Note 9) 811,259
------------
Total Long Term Liabilities 846,297
------------
Total Liabilities 2,772,836
------------
Shareholders' Equity: (Note 11)

Common Stock - Authorized 150 Mill. shares,
$.0001 par value, 14,454,225 issued
and 14,033,941 outstanding at 03/96 1,445
Paid-In-Capital in Excess of Par Value 47,165,591
Paid-In-Capital from Treasury Stock 946,434
Paid-In-Capital from Warrants Exercised 902,389
Translation Adjustment 5,528
Retained Earnings(Deficit) (37,928,723)
------------
Total Shareholders' Equity 11,092,664
Less: Treasury Shares at Cost 873,205
------------
Net Shareholders' Equity 10,219,459
------------
Total Liabilities and Shareholders' Equity $ 12,992,295
============

The accompanying notes are an integral part of this report.

FQ-2

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
MARCH 31 MARCH 31 MARCH 31 MARCH 31
1996 1995 1996 1995
------------ ------------- --------------- ----------
<S> <C> <C> <C> <C>
Revenues:

Operating Revenue $ 244,323 $ 158,787 $ 614,997 $ 570,322
Interest Income 304,165 369 304,165 21,368
----------- ----------- ------------ -----------
Total Revenue 548,488 159,156 919,162 591,690
----------- ----------- ------------ -----------
Operating Expenses:

Selling Expenses (Schedule I) 1,016,882 844,337 8,844,055 1,861,200
Administrative Expenses (Schedule II) 865,052 492,018 2,067,171 1,575,141
Loss on Investment -0- 75,825 2,095,293 253,786

Bad Debt Expense 120,900 -0- 792,713 -0-
Taxes 48,514 28,138 142,764 77,645
----------- ----------- ------------ -----------
Total Operating Expenses 2,051,348 1,440,318 13,941,996 3,767,772
----------- ----------- ------------ -----------

Net (Loss) from Operations $(1,502,860) $(1,281,162) $(13,022,834) $(3,176,082)

Non-Operating & Non-Recurring:

Gain on Investrment 98,831 -0- 98,831 -0-
----------- ----------- ------------ -----------
Net (Loss) $(1,404,029) $(1,281,162) $(12,924,003) $(3,176,082)
=========== =========== ============ ===========
Net (Loss) per Outstanding
Common Share (Note 12) * ($0.14) ($4.50) ($2.77) ($12.00)
=========== =========== ============ ===========
</TABLE>

* NOTE: These amount reflect a One Hundred Fifty (150) to One (1) reverse
stock split effective October 27, 1995.

The accompanying notes are an integral part of this report.

FQ-3

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED
(UNAUDITED)

MARCH 31 MARCH 31
1996 1995
-------- --------
Cash Flow from Operations:
Net (Loss) $(12,924,003) $(3,176,082)
Adjustments to Reconcile Net Loss
to Net Cash Provided by Operations
Depreciation & Amortization (236,059) 274,638
Increase (Decrease) in:
Accounts Payable (546,254) 557,468
Leases Payable (50,946) 48,222
Payroll Taxes Payable (130,807) 284,374
Notes Payable 351,273 460,624
Salaries Payable 30,833 -0-
Loans Payable 263,769 -0-
(Increase) Decrease in:
Accounts Receivable 164,272 (148,626)
Notes Receivable (10,000,000) -0-
Prepaid Expenses (1,737,613) 49,504
Interest Receivable (179,100) (20,904)
Stock Subscriptions Receivable 597,332 1,495,250
Organization Expenses 30,220 (21,757)
Computer Software (5,890) (50,771)
Security Deposits (5,000) (1,769)
------------ -----------
Net Cash Used (Provided) by Operations (24,377,973) (249,829)
------------ -----------
Cash Flow from Financing Activities:
Proceeds from Issuance of Common Stock 21,239,878 4,560,720
Purchase of Treasury Stock (253,505) (1,750)
Acquisition of Businesses 1,997,457 (3,712,444)
------------ -----------
Net Cash Flow from Financing Activities 22,983,830 846,526
------------ -----------
Cash Flow from Investing Activities:
Capital Expenditures Paid in Cash 379,191 (354,457)
Translation Adjustment (14,032) 684
Bank/Data Center Acquisition 260,993 -0-
Goodwill 307,428 10,684
Sale of Investments 242,890 (174,166)
------------ -----------
Net Cash Provided (Used) by Investing Activities 1,176,470 (517,255)
------------ -----------
Net (Decrease) Increase in Cash and Cash Equivalents (217,673) 79,442
Cash and Cash Equivalents Beginning of Period 228,098 107,561
------------ -----------

Cash and Cash Equivalents End of Period $ 10,425 $ 187,003
============ ===========

The accompanying notes are an integral part of this report.

FQ-4

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
SUPPORTING SCHEDULES
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
MARCH 31 MARCH 31 MARCH 31 MARCH 31
SCHEDULE I 1996 1995 1996 1995
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Selling Expenses:
Salaries & Outside Services $ 53,342 $129,346 $ 158,459 $ 218,397
Travel & Entertainment 88,076 67,355 190,787 200,301
Telephone 28,119 27,771 69,160 62,190
Advertising 6,512 9,407 10,994 23,980
Consulting 328,726 109,445 2,773,938 678,334
Commissions 82,811 5,049 240,495 22,879
Marketing Expenses 86,458 252,926 1,555,748 378,843
Processing Charges 9,220 -0- 26,941 -0-
Public Relations 327,118 238,932 3,810,933 245,385
Trade Shows 6,500 4,106 6,600 30,891
---------- -------- ---------- ----------
Total Selling Expenses $1,016,882 $844,337 $8,844,055 $1,861,200
========== ======== ========== ==========

SCHEDULE II

Administrative Expenses:
Salaries & Outside Services $243,498 $212,963 $ 748,907 $ 756,355
Professional Fees 413,474 40,651 602,662 276,615
Office Expenses 16,723 2,996 40,214 16,031
Stock Transfer Fees 4,753 19,656 106,095 22,844
Rent 55,643 35,985 148,503 95,085
Stationery, Messenger, Printing & Postage 23,026 20,546 60,696 68,081
Insurance 31,764 33,403 106,298 76,050
Maintenance & Sanitation 8,697 10,164 20,107 19,938
Building & Equipment Leasing 7,688 22,105 29,290 46,631
Depreciation & Amortization 29,910 58,075 95,607 125,886
Utilities & Sundry Expenses 5,625 18,570 34,988 47,074
Interest Expense 24,251 3,143 73,804 4,131
Relocation Expense -0- -0- -0- 466
Meeting Expense -0- 13,761 -0- 19,954
---------- -------- ---------- ----------
Total Administrative Expenses $ 865,052 $492,018 $2,067,171 $1,575,141
========== ======== ========== ==========
</TABLE>

The accompanying notes are an integral part of this report.

FQ-5

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 31, 1996 & 1995
(UNAUDITED)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A) Method of Accounting: Command Credit Corporation ("Command") utilizes the
accrual method of accounting in recording all transactions.

D) Depreciation & Amortization: Depreciation of fixed assets is being computed
on a straight line basis over a period of five years. Organization expense and
Goodwill are being amortized over five and thirty year periods, respectively.

E) Income taxes: Command recognizes taxes on income as the liability is
incurred. To date, Command has accumulated net operating losses which can be
used to offset future earnings.

NOTE 2: CASH AND CASH EQUIVALENTS

Cash and cash equivalents represents amounts available for current operations
held in cash, checking accounts and interest bearing accounts.

NOTE 3: ACCOUNTS RECEIVABLE

Accounts receivable, reported net of allowances, consists of trade receivables
in connection with our credit card division.

NOTE 4: NOTES RECEIVABLE

In October 1995, Command signed a definitive agreement with Jetlease Finance
Corp., a Florida corporation ("Jetlease"), to acquire 100% of the common stock
of Fidelity Holding Corp., a wholly-owned subsidiary of Jetlease. Jetlease is
primarily engaged in the leasing of small, medium and large aircraft to
corporations and high net worth individuals. This acquisition resulted in two
promissory notes totaling ten million dollars ($10,000,000). Each note carries a

12% per annum interest rate. These notes are interest only for twenty-four (24)
months with the entire principal due at the end of twenty-four (24) months. One
note is collateralized by a 1974 Boeing 727-200F and the other note is
collateralized by a 1971 Boeing 727-100.

In addition, the Company has a note receivable as a result of a guaranteed
investment.

FQ-6
<PAGE>

NOTE 5: PREPAID EXPENSES

Prepaid expenses consists primarily of public relation expenses, consulting
expenses and marketing expenses incurred in connection with the continued
promotion and development of the business operations of the Company and its
subsidiaries.

NOTE 6: INTEREST RECEIVABLE

Interest receivable consists primarily of amounts due from Jetlease as payment
on the two promissory notes (see Note 4).

NOTE 7: INVESTMENTS

Command has an equity investment in one publicly held corporation for
which it paid cash and recorded at cost.

NOTE 8: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable consists of miscellaneous trade payables and amounts due to
vendors. Accrued expenses consist primarily of expenses incurred during the
period but invoiced after March 31, 1996.

FQ-7
<PAGE>

NOTE 9: NOTES AND LOANS PAYABLE

Current notes payable consists of approximately $138,000 due to a third party
lender, payable with interest at prime plus 2% with a maturity date of May 1997.
The balance of current notes payable are amounts due to the principals of
Berwyn. Loans payable consist of amounts lent to the Company by
William G. Lucas, the Chairman of Command as well as amounts due to third party
short and long-term lenders. Long-term notes payable consist of amounts due to a
third party lender. This lender provides funds on an as needed basis at a rate

of 10% per annum. Command will repay these loans at such time when there is
sufficient revenue generated from the imminent implementation of the Company's
programs.

NOTE 10: SALARIES PAYABLE

Salaries payable consists of amounts owed to Mr. Lucas, the Chairman of Command.
Mr. Lucas has not drawn a salary for the past several months and will continue
not to draw a salary until such time when significant revenues are generated
from the imminent implementation of the Company's programs. Mr. Lucas has also
forgiven a significant portion of his salary in prior years.

NOTE 11: SHAREHOLDERS' EQUITY

On October 4, 1995, Command's Board of Directors approved a reverse stock split
of its common shares, pursuant to which every One Hundred Fifty (150) shares of
the Company's issued and outstanding common stock was converted to One (1)
share. This reverse split became effective on October 27, 1995. In addition, the
Company has issued to shareholders of record as of the close of business on
Thursday, October 26, 1995, a warrant equivalent to a 300% common stock dividend
(post split), at no cost to the shareholder. Eighteen months from October 27,
1995, the warrants may be exercised and converted into common stock. These
warrants will be callable by the Company on October 28, 1998 at par value.

On March 4, 1996, Command announced its intent, from time to time, to purchase
its own securities in the open market. As of March 31, 1996, Command purchased
420,000 shares of it securities in the open market. Command also has additional
shares held in treasury.

NOTE 12: LOSS PER SHARE

Loss per share was computed by dividing the net loss by the weighted average
number of shares of common stock outstanding during the period. The weighted
average number of common shares outstanding during the three months ended March
31, 1996 and 1995 was 9,818,411 and 46,728,250, respectively. The weighted
average number of common shares outstanding during the nine months ended March
31, 1996 and 1995 was 4,669,147 and 38,705,171, respectively. The amounts for
the 1996 periods reflect a One Hundred Fifty (150) to One (1) reverse stock
split effective October 27, 1995.

FQ-8
<PAGE>

NOTE 13: SUBSEQUENT EVENT

On April 12, 1996, the Company filed a Registration Statement on Form SB-2 with
respect to 13,570,000 shares of its common stock, of which 10,000,000 shares are
being offered by the Company and 3,570,000 shares are being offered by a selling
shareholder. The Company will not receive any proceeds from the shares being
sold by the selling shareholder.

On April 21, 1996, an involuntary petition under Chapter 7 (liquidation) of the

United States Bankruptcy Code was filed against Jetlease in the United States
Bankruptcy Court for the Southern District of Florida. Jetlease consented to the
entry of an order for relief, the conversion of the case to a case under Chapter
11 (reorganization) and the appointment of a trustee.

In October 1995, Command signed a definitive agreement with Jetlease Finance
Corporation ("Jetlease") under which Command acquired 100% of the common stock
of Fidelity Holding Corporation ("Fidelity"), a wholly owned subsidiary of
Jetlease (the "Jetlease Transaction"). The Jetlease Transaction provided for
Jetlease to issue promissory notes in the principal amount of $10,000,000 in the
aggregate, at 12% interest payable at $100,000 per month commencing January 18,
1996, secured by two aircraft valued collectively at $10,000,000. As part of the
Jetlease Transaction, Jetlease received $12,000,000 worth of Command restricted
common stock.

The first interest payment of $100,000 which was due by Jetlease during the
quarter was not paid. Command notified Jetlease and the Federal Aviation
Administration ("FAA") of the default and commenced an action to foreclose on
its collateral, the aircraft. Command also commenced an action against Jetlease,
its principals and others, for damages, including, in the event of a deficiency
upon the notes, and other damages.

Subsequent to March 31, 1996, the FAA recorded Command as registered owner
holding full title to the aircraft which served as collateral for the notes
issued in the Jetlease Transaction.

FQ-9

<PAGE>

PART II

ITEM 24. Indemnification of Directors and Officers.

The Company has authority under applicable provisions of the New York
Business Corporation Law to indemnify its directors and officers to the extent
provided under such Act. The By-Laws of the Company provide for the
indemnification by the corporation of each officer and director to the fullest
extent provided by the New York Business Corporation Act.

Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 25. Other Expenses of Issuance and Distribution.

The estimated expenses to be incurred by the Company filing this
registration statement are as follows:

Registration Fee $ 2,340
Blue Sky Filing Fees 20,000
Printing Expenses 15,000
Accounting Fees and Expenses 5,000
Legal Fees and Expenses 35,000
Miscellaneous Expenses 2,500
--------
Total $ 79,840
========

ITEM 26. Recent Sales of Unregistered Securities.

(a) Date, title and amount of securities sold:

AMOUNT OF SHARES
DATE OF COMMON STOCK
---- ---------------
a. 4/28/93 16,000
b. 5/4/93 350,000
c. 5/19/93 312,000
d. 5/19/93 312,000
e. 6/03/93 500
f. 6/03/93 150
g. 6/03/93 1,750
h. 6/25/93 550
i. 6/25/93 500
j. 6/25/93 3,750
k. 6/25/93 738
l. 6/25/93 79

II-1
<PAGE>

m. 6/25/93 390
n. 6/25/93 250
o. 6/25/93 50
p. 6/25/93 125
q. 6/25/93 160
r. 6/25/93 250
s. 7/01/93 250,000
t. 7/15/93 144,000
u. 8/02/93 500,000
v. 8/02/93 500,000
w. 8/02/93 500,000
x. 8/16/93 85,000
y. 8/16/93 85,000
z. 8/16/93 250
aa. 8/16/93 250
ab. 8/23/93 250,000
ac. 8/30/93 15,000
ad. 8/30/93 15,000
ae. 8/30/93 15,000
af. 9/14/93 300,000
ag. 9/15/93 25,000
ah. 9/15/93 25,000
ai. 9/22/93 1,875
aj. 9/23/93 300
ak. 11/22/93 300,000
al. 1/07/94 400,000
am. 1/07/94 400,000
an. 1/11/94 500,000
ao. 1/11/94 100,000
ap. 1/18/94 300,000
aq. 1/26/94 280,000
ar. 2/01/94 400,000
as. 2/02/94 400,000
at. 2/17/94 209,333
au. 2/17/94 66,666
av. 2/17/94 110,463
aw. 2/22/94 195,000
ax. 2/22/94 60,000
ay. 2/23/94 200,000
az. 3/07/94 232,522
ba. 3/07/94 75,000
bb. 3/15/94 125,733
bc. 3/16/94 600,000
bd. 3/23/94 172,500
be. 4/04/94 750,000
bf. 4/13/94 50,000
bg. 4/21/94 54,235
bh. 4/21/94 33,333

II-2
<PAGE>

bi. 4/21/94 16,718
bj. 4/21/94 800,000
bk. 4/26/94 100,000
bl. 5/05/94 20,000
bm. 5/18/94 75,000
bn. 7/01/94 500,000
bo. 8/02/94 375,000
bp. 8/30/94 375,000
bq. 9/13/94 416,666
br. 10/6/94 100,000
bs. 10/7/94 41,666
bt. 10/7/94 41,666
bu. 10/12/94 330,000
bv. 10/20/94 666,667
bw. 10/27/94 4,000,000
bx. 11/2/94 571,428
by. 11/2/94 714,285
bz. 11/2/94 3,105,714
ca. 11/3/94 312,356
cb. 11/4/94 340,909
cc. 2/01/95 500,000
cd. 2/17/95 1,000,000
ce. 3/16/95 1,009,987
cf. 4/24/95 2,500,000
cg. 11/20/95 4,000,000
ch. 2/27/95 200,000
ci. 2/13/96 2,500,000
cj. 3/27/96 750,000
ck. 4/15/96 1,000,000
cl. 5/30/96 169,264
cm. 5/30/96 171,164
cn. 5/30/96 145,517

(b) Names of principal underwriters: None

a. $ 2,400.00*
b. Consideration in repayment of a loan**
c $ 78,000.00*
d. $ 78,000.00*
e. $ 200.00*
f. $ 60.00*
g. $ 700.00*
h. $ 220.00*
i. $ 200.00*
j $ 1500.00*
k. $ 295.20*

II-3

<PAGE>

l. $ 31.60*
m. $ 156.00*
n. $ 100.00*
o. $ 20.00*
p. $ 50.00*
q. $ 64.00*
r. $ 100.00*
s. $ 55,000.00*
t. $ 36,000.00*
u. $125,000.00*
v. $125,000.00*
w. $125,000.00*
x. $ 23,375.00*
y. $ 23,375.00*
z. $ 100.00*
aa. $ 100.00*
ab $ 31,250.00*
ac. Consideration for the acquisition of Franklin Credit and Leasing Corp.**
ad. Consideration for the acquisition of Franklin Credit and Leasing Corp.**
ae. Consideration for the acquisition of Franklin Credit and Leasing Corp.**
af. Consideration for services rendered**
ag. $ 3,125.00*
ah. $ 3,125.00*
ai. $ 235.00*
aj. Consideration for services rendered**
ak. $ 47,850.00*
al. $100,000.00*
am. $100.000.00*
an. $125,000.00*
ao. $ 25,000.00*
ap. $ 75,000.00*
aq. $ 70,000.00*
ar. $100,000.00*
as. $100,000.00*
at. $ 52,333.25*
au. $ 16,666.50*
av. $ 27,615.75*
aw. $ 48,750.00*
ax. $ 5,000.00*
ay. $ 50,000.00*
az. $ 58,130.50*
ba. $ 28,500.00*
bb. $ 31,433.25*
bc. $150,000.00*
bd. $ 43,125.00*
be. $187,500.00*
bf. $ 12,500.00*
bg. $ 13,558.75*

II-4
<PAGE>

bh. $ 8,333.25*
bi. $ 4,179.50*
bj. $136,000.00*
bk. $ 25,000.00*
bl. $ 5,000.00*
bm. $ 12,750.00*
bn. $ 62,500.00*
bo. $ 67,500.00*
bp. $ 67,500.00*
bq. $ 75,000.00*
br. $ 18,000.00*
bs. $ 7,500.00*
bt. $ 7,500.00*
bu. $ 59,400.00*
bv. Consideration for the acquisition of Capital One Corp.**
bw. Consideration for the acquisition of Prime Source Managed Total Care,
Inc.**
bx. $ 74,999.93**
by. $ 93,749.91**
bz. $407,624.96**
ca. $ 40,996.72**
cb. $ 44,744.31**
cc. $ 40,000.00*
cd. $ 80,000.00*
ce. Consideration for acquisition of Berwyn Holdings, Inc.**
cf. $ 75,000.00**
cg. Consideration for acquisition of Fidelity Holding Corp.**
ch. Consideration in repayment of a loan**
ci. Consideration for acquisition of certain aircraft by Fidelity Holding
Corp.**
cj. Consideration for services rendered.**
ck. Consideration in repayment of a loan**
cl. Consideration for acquisition of Prestige Aircraft Leasing Corp.
cm. Consideration for acquisition of Prestige Aircraft Leasing Corp.
cn. Consideration for acquisition of Prestige Aircraft Leasing Corp.

* The Company relied on the exemption from registration provided by
Regulation S promulgated under the Securities Act of 1933, as amended, in that
such sales were made outside the United States in accordance with the provisions
of Regulation S.

** The Company relied on the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, in that the purchasers agreed to
acquire such shares for investment purpose only.

On October 27, 1995, the Company effected a 150 to 1 reverse stock split
of its Common Stock. The information set forth above for periods prior to
October 27, 1995 have not been adjusted to reflect this reverse stock split.

II-5
<PAGE>

ITEM 27. Index to Exhibits.

3.(a) Articles of Incorporation, incorporated by reference to Exhibit 3
of the Company's Annual Report on Form 10-K for the year ended
June 30, 1990, File #0-18270.

(b) By-laws, incorporated by reference to Exhibit 3 of the Company's
Annual Report on Form 10-K for the year ended June 30, 1990, File
#0-18270.

4. Form of Common Stock Certificates*

5. Opinion regarding legality*

10.(a) Employment Agreement, between the Company and William G. Lucas,
incorporated by reference to Exhibit 10.8 of the Company's Annual
Report on Form 10-K for the year ended June 30, 1990, File
#0-18270.

(b) Employment Agreement, between the Company and Richard E. Finnis,
incorporated by reference to Exhibit 10.8 of the Company's Annual
Report on Form 10-K for the year ended June 30, 1990, File
#0-18270.

(c) Lease Agreement, between the Company and New York Telephone
Company relating to its Garden City headquarters, incorporated by
reference to Exhibit 1 of the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1995, File #0-18270.

(d) Exchange Agreement, dated October 18, 1995, among the Company,
Jetlease/Finance Corporation and Fidelity Holding Corp.,
incorporated by reference to Exhibit 2 of the Company's Current
Report on Form 8-KSB dated November 30, 1995, File #0-18270.

22. Subsidiaries of the Registrant
Berwyn Holdings, Inc. - a Delaware corporation acquired in March
1995.
Command America Corp. - a New York corporation formed in August,
1990.
Franklin Credit and Leasing Corp. - a New York corporation
acquired in July, 1993.
Fidelity Holding Corp. - a Florida corporation acquired in
October 1995.
Integrated Systems Inc., - a Florida corporation acquired in May
1996.
Prestige Aircraft Leasing Corp. - a Delaware corporation acquired
in May 1996.

23.(a) Consent of Counsel *

23.(b) Consent of Charles Davitian, P.C.

- ----------

* To be filed by Amendment

ITEM 28. Undertakings.

The undersigned Command Credit Corporation hereby undertakes as follows:

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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the

II-6
<PAGE>

aggregate, the changes in volume and price set represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

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.

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.

To file a post-effective amendment to remove from registration any of the
securities remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and

Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

II-7

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that he/it has reasonable grounds to believe that he/it
meets all of the requirements for filing on Form SB-2 and authorized this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned in Garden City, County of Nassau, State of New York on June 25,
1996.

COMMAND CREDIT CORPORATION

By: /s/William G. Lucas
--------------------------------------
William G. Lucas
Chairman, President, Chief Executive Officer
and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ William G. Lucas Chairman, President, June 25, 1996
- ---------------------------- Chief Executive Officer and
William G. Lucas Chief Financial Officer

/s/ John G. George Treasurer & Director June 25, 1996
- ----------------------------
John G. George

/s/ Robert W. Seiffert Director June 25, 1996
- ----------------------------
Robert W. Seiffert

II-8

CHARLES J. DAVITIAN, C.P.A.
Certified Public Accountant

101 Park Avenue
New York, New York 10178

(212) 922-0130

United States
Security and Exchange Commission
Washington, D.C. 20549

CONSENT OF CERTIFIED PUBLIC ACCOUNTANT

We have issued our reports dated September 25, 1995, relating to the
consolidated statements of financial position of Command Credit Corporation and
subsidiaries at June 30, 1995 and 1994 and the related statements of operations,
changes in shareholder's equity, cash flows and supporting schedules for the
years ended June 30, 1995 and 1994. We consent to their use in the Company's
Form SB-2 Registration Statement.

/s/ Charles J. Davitian
- -----------------------
Charles J. Davitian

New York, New York
June 24, 1996