COMMAND CREDIT CORP, SB-2, 1996-04-12

COMMAND CREDIT CORP
SB-2, 1996-04-12
BUSINESS SERVICES, NEC

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<PAGE>
As filed with the Securities and Exchange Commission April 12, 1996
Registration No. 33-_______

U.S SECURITIES AND EXCHANGE COMMISSION
NEW YORK, NEW YORK 10048

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

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

Title of each
class of Proposed Maximum Proposed Maximum Proposed Maximum Amount of
securities to Amount to be Offering Price Aggregate Registration
be registered Registered per Share Offering Price Fee
- ------------- ---------------- ---------------- ---------------- ------------

Common Stock, 10,000,000 sh. $.50 $1,724 $1,724
$.0001 par
value

Common Stock, 3,570,000 sh. $.50 (1) $ 616 $ 616
$.0001 par
value (2)
------
Total $2,340
------

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.

COMMAND CREDIT CORPORATION

<PAGE>

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 Inside front and outside
Cover Pages of Prospectus back cover

3. Summary Information and Risk Prospectus Summary, Risk Factors
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, Management
Promoters and Control Persons

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

12. Description of Securities Description of Capital Stock

13. Interest of Named Experts and Not Applicable
Counsel

14. Disclosure of Commission Policy Not Applicable
on Indemnification

15. Organization Within Last Five Not Applicable
Years

<PAGE>

16. Description of Business Business

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

18. Description of Property Business

19. Certain Relationships and Related Not Applicable
Stockholder Matters

20. Market for Common Equity and Certain Market Information and
Related 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 April 12, 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 (the "Selling Shareholder"). The Company
will not receive any of the proceeds from the shares being sold by the Selling
Shareholder. 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 April 1, 1996, the closing bid and asked prices reported on the OTC Bulletin
Board were $.33 and $.35, respectively.

The Common Stock offered hereby is speculative and involves a high degree
of risk. See "Risk Factors."

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."

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 . . . . . . . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 6
CERTAIN MARKET INFORMATION AND DIVIDEND POLICY . . . . . . . . 6
SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION. . . . . . . . . 8
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 15
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . 16
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . 18
SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . . . . . 19
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 19
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 20
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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."

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 are located 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 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, and full
service commercial and business leasing.

During the past five years, Command has concentrated its efforts on its
credit card programs. This strategy proved to be difficult due to a number of
factors, most of which were beyond the immediate control of the Company. The
Company, therefore, established and/or acquired several strategic niche market
subsidiaries. Berwyn Holdings, Inc., a Delaware corporation acquired in March
1995 which provides all aspects of front and back office servicing of bank
credit cards for financial institutions; Command America Corp., a New York
corporation formed in August 1990 which markets bank credit card products and
programs for banks; Franklin Credit and Leasing Corp., a New York corporation
acquired in July 1993 primarily engaged in providing commercial and equipment
leasing; and Fidelity Holding Corp., a Florida corporation which was acquired in
October 1995 which provides aircraft leasing services.

The Offering

The Company issued 6,500,000 shares of its Common Stock to Jetlease/Finance
Corporation (the "Selling Shareholder") in connection with the Company's
acquisition of 100% of the common stock of Fidelity Holding Corp. from the
Selling Shareholder. The registration statement of which this Prospectus is a
part relates to possible sales of 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 may use the proceeds of any such possible sales of Common Stock by it
for acquisitions and/or to provide working capital for general corporate
purposes, including operating expenses. The Company may also use a portion of

the shares of Common Stock offered hereby by it to effect acquisitions by the
issuance of such shares of Common Stock directly to the sellers of the
to-be-acquired business. No acquisitions, however, are currently pending. See
"Use of Proceeds."

3
<PAGE>

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 or 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).

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

Income Statement Data: Six Months Ended Fiscal Year Ended
December 31, June 30,
1995 1994 1995 1994
---- ---- ---- ----
Total Revenue $ 370,674 $432,534 $891,873 $175,374

Operating Expenses
Selling Expenses 7,827,174 1,016,863 2,992,917 1,567,715
Administrative Expenses 1,202,119 1,083,123 2,404,208 1,699,873
Taxes Paid 94,250 49,507 118,774 99,656
Non-Operating 2,767,106 177,961 265,015 27,922

Net Loss $(11,519,975) $(1,894,920) $(4,889,041) $(3,219,792)
Net Loss Per Share $(5.43)* $(0.06) $(0.12) $(0.18)

*This amount reflects a 150 to 1 reverse stock split effective October 27, 1995.

Balance Sheet Data: December 31, June 30,
1995 1994 1995 1994
---- ---- ---- ----
Total Assets $12,489,429 $5,563,222 $5,026,089 $4,286,115
Current Assets 11,635,935 2,154,254 1,610,752 2,800,971
Total Liabilities 2,402,385 1,314,873 2,854,968 698,937
Shareholders' Equity 10,087,044 4,248,349 2,171,121 3,587,178

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,
$3,220,000 and $2,678,000,

<PAGE>

for the years ending June 30, 1995, 1994 and 1993, respectively, net losses of
$11,519,975 for the six months ended December 31, 1995, and at December 31,
1995, had an accumulated deficit of ($36,524,695). 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."

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 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 and
retailers. See "Business - Competition."

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-person life insurance on the
lives of any of its senior executive officers, including, but not limited to,
Mr. William G. Lucas. See "Management."

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 6,766,387 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 3,543 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

<PAGE>

Eligible For Future Sale."

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 may
use the proceeds of any such possible sales of Common Stock by it to provide
working capital for general corporate purposes, including operating expenses.
The Company may also use a portion of the shares of Common Stock offered hereby
by it to effect acquisitions either for cash or directly through the issuance of
its shares of Common Stock directly to the sellers of the to-be-acquired
businesses. No such acquisitions, however, are currently pending, and there can
be no assurance given that the Company will be able to consummate any such
transactions.

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.............................. $ .25 $ .09
6/30/95.............................. .16 .03
9/30/95.............................. .09 .03
12/31/951.............................. 6.12 .75

- ------------
1. The quoted share prices for the period ended December 31, 1995 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 December
31, 1995 was 1,065. As of the date of this Prospectus, there are seventeen
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

<PAGE>

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.

SELECTED CONSOLIDATED FINANCIAL DATA

The following unaudited income statement data for the six months ended
December 31, 1995 and 1994 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 December 31, 1995 and 1994 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 unaudited 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 six months ended December 31, 1995 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 Analysis of Financial Condition
and Results of Operation" 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)

Income Statement Data: Six Months Ended Fiscal Year Ended
December 31, June 30,
1995 1994 1995 1994
---- ---- ---- ----
Total Revenue $ 370,674 $ 432,534 $ 891,873 $ 175,374

Net Loss $(11,519,975) $(1,894,920) $(4,889,041) $(3,219,792)
Net Loss Per Share $(5.43)* $(.06) $(.12) $(.18)

*This amount reflects a 150 to 1 reverse stock split effective October 27, 1995.

<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

Six Months Ended December 31, 1995 Compared to Six Months Ended December 31,
1994

Revenues. Revenues for the three and six months ended December 31, 1995
were $228,614 and $370,674, respectively, compared with $413,469 and $432,534
for the three and six months ended December 31, 1994, respectively. The
decrease in revenues is due primarily to the write-off in September 1995 of
Prime Source Managed Total Care, Inc., ("Prime").

Operating Expenses. Operating expenses for the three and six months ended
December 31, 1995 were $6,877,018 and $9,123,453, respectively, compared with
$1,194,565 and $2,149,493, for the three and six months ended December 31, 1994,
respectively. The increase in operating expenses is due primarily to the
increase in 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.

Net Losses. For the three and six months ended December 31, 1995 the
Company had net losses of $6,889,404 and $11,519,975, respectively compared with
$896,672 and $1,894,920 for the three and six months ended December 31, 1994,
respectively. The increase in losses is due primarily to the increase in
consulting, marketing and public relations expenses incurred, as well as the
increase in non-operating' and non-recurring expenses. These non-operating and
non-recurring expenses were incurred as a result of the liquidation of two
inactive subsidiaries as well as the write-off of the Company's investment in
Prime.

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 $892,000 and $175,000, respectively. The increase in revenues is
due primarily to the improved operations of Command's subsidiaries.
Specifically, revenues for the subsidiaries increased as a result of the ability
of such subsidiaries to market and issue a greater number of credit cards,
market and issue a greater number of equipment leases and attract more banking
clients for its credit card servicing business 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 $5,516,000 and $3,367,000, 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.

Net Losses. For the years ended June 30, 1995 and 1994, Command had net
losses of approximately $4,890,000 and $3,220,000, respectively. The increase in
net losses is due primarily to

<PAGE>

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. 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 December 31, 1995 Command held cash and short-term investments of
approximately $184,000. Command had total assets of $12,489,429 and total
liabilities of $2,402,385 compared with $5,563,222 and $1,314,873, respectively
at December 31, 1994. The increase in assets is due primarily to the
acquisition of subsidiaries. The increase in liabilities is due primarily to an
increase in trade payables, note payables, taxes payable and salaries payable as
a result of the acquisition of subsidiaries.

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

Management does not anticipate that inflation will have a material effect
on the operations of Command.

BUSINESS

Overview

During the past five years, Command has concentrated its efforts on its
credit card programs. This strategy proved to be difficult due to a number of
factors, most of which were beyond the immediate control of the Company. The
Company, therefore, established and/or acquired several strategic niche market
subsidiaries. Berwyn Holdings, Inc., a Delaware corporation acquired in March
1995 which provides all aspects of front and back office servicing of bank
credit cards for financial institutions; Command America Corp., a New York
corporation formed in August 1990 which markets bank credit card products and
programs for banks; Franklin Credit and Leasing Corp., a New York corporation
acquired in July 1993 primarily engaged in providing commercial and equipment
leasing; and Fidelity Holding Corp., a Florida corporation acquired in October
1995 which provides aircraft leasing services.

<PAGE>

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. 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 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 turnkey 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. 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 Credit is
another Command subsidiary that has concentrated on providing needed products to
service a niche market.

As an adjunct to the regular leasing services of Franklin Credit, 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 Corporation ("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. 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. The promissory notes are secured by two Boeing 727
aircraft which have been (or are in the process of being) converted into cargo
planes by Jetlease and leased by Jetlease to a prominent domestic and
international overnight delivery carrier. The principal amount of the
promissory notes approximates

<PAGE>

the October 1995 market value of the Boeing 727 aircraft securing same.

The operations of Fidelity Holding Corp. 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. On the other hand, the operations
of Fidelity Holding Corp. are anticipated to generate substantial revenues
through the payment to the Company by Jetlease of the amounts due on the
promissory notes described above. 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 and, as such, the Company may engage in similar such
aircraft leasing transactions with Jetlease (or others) in the future to the
extent any similar opportunities become available to it.

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."

<PAGE>

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.

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 MasterCard 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.

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, card
fees and servicing fees. 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.

<PAGE>

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, in addition to regular monthly service fees,
will be charged a one time moderate program initiation fee. 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
will be billed for services, compliance, storage of credit card usage records,
sales reports, management reports, credit authorization, monthly billing
preparation, monthly mailings, including postage of all credit cardholder bills,
credit card monitoring, auditing and the actual creation and issuance of the
credit card.

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. Our prior test marketing programs
seem to indicate that leveraging certain combinations of product enhancements
work best to acquire and retain cardholders. Our 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. Our dual secured and unsecured credit card offering is receiving
extraordinary 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 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

<PAGE>

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 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 appears to be 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 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 card programs.

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.

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 June 1995, Command, pursuant to an arbitration agreement contained in a
written contract, entered into a Demand for Arbitration against Prime Source
Managed Total Care, Inc. 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. On September 30, 1995, the Company wrote-off
its entire investment in Prime.

<PAGE>

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

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

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 Defendant

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.

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.

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

<PAGE>

executive officers at June 30, 1995) and to all executive officers as a group.

Name & Title Salary Bonus Deferred
------------ ------ ----- --------
Richard E. Finnis, $ 95,915 -0- $ 28,750
Executive Vice President

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

William G. Lucas 85,000 -0- 54,167
President & CEO

All executive officers 313,915 -0- 82,917
as a group (4 persons)

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.

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.

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,
14,544,225 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." 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

<PAGE>

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 have sole voting and
investment power with respect to the shares of Common Stock beneficially owned.

Shares Beneficial
Beneficial Ownership Being Ownership
Prior to Offering Offered After Offering
-------------------- ------- --------------
Name & Address of Number of
Beneficial Owner Shares Percent Shares Percent
- ----------------- --------- ------- ------ -------
Directors and
Executive Officers

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

William G. Lucas 224,778 1.55% 0 224,778 1.55%
100 Garden City Plaza
Garden City, NY 11530

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

Officers & Directors
as a group 224,828 1.55% 0 224,828 1.55%
(Three persons)

Selling Shareholder
Jet/lease Finance Corp. 6,500,000 44.69% 3,570,000 2,930,000 20.15%
100 Cypress Creek Road, Ste. 820
Fort Lauderdale, FL 33309

- -----------
* Less than 0.01%
(1) Includes shares beneficially owned by family members.

<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the Company will have outstanding an
aggregate of 24,544,225 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 share 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 balance sheet as of June 30, 1995 and the statement of operations,
stockholders' equity and cash flows 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 balance sheets of Command Credit
Corporation and subsidiaries at June 30, 1995 and 1994 and the related
statements of earnings, shareholder's equity and cash flows for the years ended
June 30, 1995, 1994 and 1993. 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 financial position of Command Credit Corporation and
subsidiaries at June 30, 1995 and 1994, and the results of their consolidated
operations and their cash flows for the years ended June 30, 1995, 1994 and 1993
in conformity with generally accepted accounting principles, and the related
financial statements, the financial data set forth therein.

/s/ Charles J. Davitan
- ----------------------
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 (Note 3) 285,114 34,264
Note Receivable (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:

Investment in Subsidiaries (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 STATEMENT 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
Taxes Payable (Note 12) 493,060 95,402
Notes Payable (Note 13) 169,112 31,802
Salaries Payable (Note 14) 82,917 0
Loans Payable (Note 13) 171,626 0
------------ ----------
Total Current Liabilities 2,322,522 691,113
------------ ----------
Long Term Liabilities:

Leases Payable 30,484 7,824
Notes Payable (Note 13) 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
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Operating Revenue $ 845,105 $ 120,552 $ 130,697
Interest Income 46,768 54,822 37,369
----------- ----------- -----------
Total Revenue 891,873 175,374 168,066
----------- ----------- -----------
Operating Expenses:
Selling Expenses (Schedule I) 2,992,917 1,567,715 1,309,992
Administrative Expenses (Schedule II) 2,404,208 1,699,873 1,602,033
Taxes 118,774 99,656 102,941
----------- ----------- -----------
Total Operating Expenses 5,515,899 3,367,244 3,014,966
----------- ----------- -----------
Net (Loss) from Operations $(4,624,026) $(3,191,870) $(2,846,900)

Non-Operating & Non-Recurring:
(Loss) on Investment (265,015) (27,922) 0
Unrealized Gain (Loss) on Investment 0 0 168,770
----------- ----------- -----------
Net (Loss) $(4,889,041) $(3,219,792) $(2,678,130)
=========== =========== ===========
Net (Loss) per Outstanding
Common Share (Note 18) $ (0.12) $ (0.18) $ (0.29)
=========== =========== ===========
</TABLE>

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 YEARS ENDED JUNE 30, 1995

Par Paid-In Retained
Shares Value Capital Deficit
---------- ------ ----------- ------------
Balance June 30, 1994 26,688,233 $2,669 $25,514,827 $(21,331,243)
Issued for Consulting 27,400,000 2,740 1,883,582
Stock Sold and Issued 18,516,357 1,851 1,876,309
Investment in Subsidiaries 4,969,987 497 1,562,899
(Loss) for the Period (4,889,041)
---------- ------ ----------- ------------
Balance June 30, 1995 77,574,577 $7,757 $30,837,617 $(26,220,284)
========== ====== =========== ============

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

<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flow from Operations:
- --------------------------
Net (Loss) $(4,889,041) $(3,219,792) $(2,678,130)
Adjustments to Reconcile Net Loss
to Net Cash Provided by Operations
Depreciation & Amortization 317,054 152,801 89,028
Increase (Decrease) in:
Accounts Payable 823,422 (613,501) 296,302
Leases Payable 41,136 (12,710) (11,736)
Taxes Payable 397,658 (53,908) (79,158)
Notes Payable 639,272 0 0
Salaries Payable 82,917 0 0
Loans Payable 171,626 0 0
(Increase) Decrease in:
Notes Receivable (360,000)
Prepaid Expenses 68,166 509,943 (371,151)
Interest Receivable (41,810) (41,813) (37,277)
Accounts Receivable (250,850) 234,607 (265,221)
Stock Subscriptions Receivable 1,895,250 (590,250) 2,097,668
Organization Expenses (17,523) (1,673) 4,984
Security Deposits (1,769) (4,669) (7,757)
Computer Software (47,412) 0 0
----------- ----------- -----------
Net Cash Used (Provided) by Operations (1,171,904) (3,640,965) (962,448)
----------- ----------- -----------
Cash Flow from Financing Activities:
- ------------------------------------
Proceeds from Issuance of Common Stock 3,474,049 3,856,446 1,240,223
Purchase of Treasury Stock (1,750) (17,499) 0
Deferred Compensation 0 103,650 0
Investment in Subsidiaries (1,997,457) 0 0
----------- ----------- -----------
Net Cash Flow from Financing Activities 1,474,842 3,942,597 1,240,223
----------- ----------- -----------
Cash Flow from Investing Activities:
- ------------------------------------
Capital Expenditures Paid in Cash (418,135) (206,567) 71
Translation Adjustment 685 (1,505) 3,293
Bank/Data Center Acquisition 0 (25,909) (121,157)
Goodwill 14,331 23,430 0
Investments 220,718 (36,295) (171,279)
----------- ----------- -----------
Net Cash (Used) by Investing Activities (182,401) (246,846) (289,072)

----------- ----------- -----------
Net Increase in Cash and Cash Equivalents 120,537 54,786 (11,297)
Cash and Cash Equivalents Beginning
of Period 107,561 52,775 64,072
----------- ----------- -----------
Cash and Cash Equivalents End of Period $ 228,098 $ 107,561 $ 52,775
=========== =========== ===========
</TABLE>

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

SCHEDULE I 1995 1994 1993
- ---------- ---------- ---------- ----------
Selling Expenses:
Salaries & Outside Services $ 282,684 $ 156,847 $ 200,319
Travel & Entertainment 283,103 365,757 289,117
Telephone 96,288 66,971 66,915
Advertising 29,101 17,971 125,962
Consulting 965,925 296,579 90,643
Commissions 89,036 84,730 5,175
Marketing Expenses 514,425 539,856 518,917
Processing Charges 12,643 0 11,316
Public Relations 684,746 6,672 1,628
Trade Shows 34,966 32,332 0
---------- ---------- ----------
Total Selling Expenses $2,992,917 $1,567,715 $1,309,992
========== ========== ==========

SCHEDULE II
- -----------
Administrative Expenses:
Salaries & Outside Services $1,175,970 $ 781,000 $ 736,806
Professional Fees 428,848 387,317 549,925
Office Expenses 21,561 29,186 35,618
Stock Transfer Fees 25,142 8,710 17,479
Rent 133,755 100,220 93,371
Stationery, Printing & Postage 98,136 53,491 23,292
Insurance 118,221 73,292 (12,608)
Maintenance & Sanitation 30,645 14,317 12,041
Building & Equipment Leasing 65,306 0 6,241
Depreciation & Amortization 179,542 176,792 94,084
Utilities & Sundry Expenses 62,160 39,985 31,458
Interest Expense 19,289 2,464 2,214
Relocation Expense 466 20,000 3,862
Meeting Expense 19,954 13,099 8,250
Bad Debt Expense 25,213 0 0
---------- ---------- ----------
Total Administrative Expenses $2,404,208 $1,699,873 $1,602,033
========== ========== ==========

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, 1994 & 1993

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 eight 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 at rates adequate to allocate the cost
of the assets over their useful lives. 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
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
===========

F-8

<PAGE>

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 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.

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.

F-9

<PAGE>

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.

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

Investments consist of three publicly held corporations.

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.

NOTE 12: TAXES PAYABLE

Taxes payable consists of amounts due to Federal, State & Local Agencies for
payroll taxes withheld.

NOTE 13: NOTES AND LOANS PAYABLE

Notes and loans payable consist primarily of amounts due to third party
short-term and long-term lenders.

NOTE 14: 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 15: 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.

F-10

<PAGE>

NOTE 16: 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.

NOTE 17: 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 and
Command is presently appealing the case. Command also has office space
available in Naarden, Holland.

NOTE 18: 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 19: 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 20: 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-11

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

(UNAUDITED)
December 31
1995
-----------
Current Assets:

Cash and Cash Equivalents (Note 2) $184,199
Accounts Receivable (Note 3) 44,124
Notes Receivable (Note 4) 10,360,000
Prepaid Expenses (Note 5) 329,380
Interest Receivable (Note 6) 120,900
Stock Subscriptions Receivable (Note 7) 597,332
-----------
Total Current Assets 11,635,935
-----------
Fixed Assets:

Equipment 555,927
Furniture & Fixtures 151,269
Leasehold Improvements 225,003
-----------
932,199
Less: Accumulated Depreciation
and Amortization 701,463
-----------
Total Net Fixed Assets 230,736
-----------
Other Assets:

Investment in Subsidiaries (Note 8) 366,576
Investments (Note 9) 74,338
Organization Expenses 840
Computer Software 46,521
Goodwill 95,242
Security Deposits 39,241
-----------
Total Other Assets 622,758
-----------
Total Assets $12,489,429
===========

The accompanying notes are an integral part of tthis report.

FQ-1

<PAGE>

COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

LIABILITIES & SHAREHOLDERS' EQUITY

(UNAUDITED)
December 31
1995
-----------
Current Liabilities:

Accounts Payable & Accrued Expenses (Note 10) $533,337
Leases Payable 25,060
Taxes Payable (Note 11) 294,278
Notes Payable (Note 12) 52,059
Salaries Payable (Note 13) 108,333
Loans Payable (Note 12) 723,760
-----------
Total Current Liabilities 1,736,827
-----------
Long Term Liabilities:

Leases Payable 23,649
Notes Payable (Note 12) 641,909
-----------
Total Long Term Liabilities 665,558
-----------
Total Liabilities 2,402,385
-----------
Shareholders' Equity: (Note 14)

Common Stock - Authorized
150 Mill. shares, $.0001 par
value, 6,818,212 issued
and outstanding at 12/95 682
Paid-In-Capital in Excess of
Par Value 45,406,407
Paid-In-Capital from
Treasury Stock 946,434
Paid-In-Capital from Warrants
Exercised 902,389
Translation Adjustment 5,527
Retained Earnings(Deficit) (36,524,695)
-----------
Total Shareholders' Equity 10,736,744
Less: Treasury Shares at Cost 649,700
-----------
Net Shareholders' Equity 10,087,044
-----------
Total Liabilities and

Shareholders' Equity $12,489,429
===========

The accompanying notes are an integral part of this report.

FQ-2

<PAGE>

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

FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31
1995 1994 1995 1994
------------ ------------ ------------- --------------
<S> <C> <C> <C> <C>
Revenues:

Operating Revenue $228,614 $403,014 $370,674 $411,535

Interest Income -0- 10,455 -0- 20,999
------------ ------------ ------------- --------------
Total Revenue 228,614 413,469 370,674 432,534
------------ ------------ ------------- --------------
Operating Expenses:

Selling Expenses (Schedule I) 6,159,056 503,130 7,827,174 1,016,863

Administrative Expenses (Schedule II) 654,178 667,457 1,202,119 1,083,123

Taxes 63,784 23,978 94,250 49,507
------------ ------------ ------------- --------------
Total Operating Expenses 6,877,018 1,194,565 9,123,543 2,149,493
------------ ------------ ------------- --------------

Net (Loss) from Operations ($6,648,404) ($781,096) ($8,752,869) ($1,716,959)

Non-Operating & Non-Recurring:

(Loss) on Investment (187,500) (115,576) (2,095,293) (177,961)

Bad Debt Expense (53,500) -0- (671,813) -0-
------------ ------------ ------------- --------------
Net (Loss) ($6,889,404) ($896,672) ($11,519,975) ($1,894,920)
============ ============ ============= ==============

Net (Loss) per Outstanding
Common Share (Note 15) ($2.85)* ($0.02) ($5.43)* (0.06)
============ ============ ============= ==============
</TABLE>

* NOTE: This amount reflects a One Hundred Fifty (150) for 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 SIX MONTHS ENDED
(UNAUDITED)

DECEMBER 31 DECEMBER 31
1995 1994
----------- -----------
Cash Flow from Operations:
- --------------------------
Net (Loss) ($11,519,975) ($1,894,920)
Adjustments to Reconcile Net Loss
to Net Cash Provided by Operations
Depreciation & Amortization (261,323) 185,302
Increase (Decrease) in:
Accounts Payable (796,082) 166,205
Leases Payable (58,163) (6,360)
Taxes Payable (198,782) 176,511
Notes Payable 22,894 279,580
Salaries Payable 25,416 -0-
Loans Payable 552,134 -0-
(Increase) Decrease in:
Accounts Receivable 240,990 (245,491)
Notes Receivable (10,000,000) -0-
Prepaid Expenses (310,072) (24,035)
Interest Receivable -0- (20,904)
Stock Subscriptions Receivable -0- 1,020,600
Organization Expenses 29,685 (28,148)
Computer Software 891 -0-
Security Deposits (5,000) -0-
------------- -------------
Net Cash Used (Provided) by Operations (22,277,387) (391,660)
------------- -------------
Cash Flow from Financing Activities:
- ------------------------------------
Proceeds from Issuance of Common Stock 18,264,367 3,026,733
Purchase of Treasury Stock (30,000) (1,750)
Retained Earnings Liquidated Subsidiaries 1,215,564 -0-
Investment in Subsidiaries 1,630,881 (2,057,004)
------------- -------------
Net Cash Flow from Financing Activities 21,080,812 967,979
------------- -------------
Cash Flow from Investing Activities:
- ------------------------------------
Capital Expenditures Paid in Cash 404,766 (217,717)
Translation Adjustment (14,033) 612
Bank/Data Center Acquisition 260,993 -0-
Goodwill 307,149 7,037
Investments 193,801 (282,798)
------------- -------------
Net Cash Provided (Used) by Investing
Activities 1,152,676 (492,866)
------------ -------------

Net (Decrease) Increase in Cash and
Cash Equivalents (43,899) 83,453
Cash and Cash Equivalents Beginning
of Period 228,098 107,561
------------- -------------

Cash and Cash Equivalents End of Period $184,199 $191,014
============= =============

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 SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31
SCHEDULE I 1995 1994 1995 1994
- ------------------- ------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Selling Expenses:
Salaries & Outside Services $91,671 $61,833 $105,117 $89,051
Travel & Entertainment 51,612 72,949 102,711 132,946
Telephone 22,837 21,019 41,041 34,419
Advertising 4,145 8,273 4,482 14,573
Consulting 1,732,932 238,300 2,445,212 568,889
Commissions 98,385 6,609 157,684 17,830
Marketing Expenses 1,450,171 67,795 1,469,290 125,917
Processing Charges 8,941 -0- 17,721 -0-
Public Relations 2,698,361 5,635 3,483,815 6,453
Trade Shows -0- 20,717 100 26,785
------------- -------------- ------------- ------------

Total Selling Expenses $6,159,055 $503,130 $7,827,173 $1,016,863
============= ============== ============= ============

SCHEDULE II
- -------------------
Administrative Expenses:
Salaries & Outside Services $232,212 $319,653 $505,409 $543,392
Professional Fees 78,894 134,667 189,188 235,964
Office Expenses 22,392 7,265 23,491 13,035
Stock Transfer Fees 98,566 1,623 101,342 3,188
Rent 47,154 38,109 92,860 59,100
Stationery, Printing & Postage 21,833 40,337 37,670 47,535
Insurance 41,808 27,564 74,534 42,647
Maintenance & Sanitation 5,486 5,381 11,410 9,774
Building & Equipment Leasing 7,253 24,081 21,602 24,526
Depreciation & Amortization 32,486 47,373 65,697 67,811
Utilities & Sundry Expenses 28,640 20,665 29,363 35,163
Interest Expense 37,454 739 49,553 988
------------- -------------- ------------- ------------

Total Administrative Expenses $654,178 $667,457 $1,202,119 $1,083,123
============= ============== ============= ============
</TABLE>

The accompanying notes are an integral part of this report.

FQ-5

<PAGE>
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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.

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 a component of Stockholders' Equity.

D) Depreciation & Amortization: Depreciation of fixed assets is being computed
on a straight line basis at rates adequate to allocate the cost of the assets
over their useful lives. 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 consists of trade receivables in connection with our credit
card division.

FQ-6
<PAGE>
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 $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.

NOTE 5: PREPAID EXPENSES

Prepaid expenses consists primarily of public relation expenses incurred in
connection with the development of the Company's business plan.

NOTE 6: INTEREST RECEIVABLE

Interest receivable represents interest accrued on outstanding subscriptions.

NOTE 7: STOCK SUBSCRIPTIONS RECEIVABLE

Stock subscriptions receivable represent subscriptions outstanding at December
31, 1995.

NOTE 8: INVESTMENT IN SUBSIDIARIES

Investment in subsidiaries consists primarily of the acquisition by Command,
through its wholly owned subsidiary, Command America Corp., 100% of Berwyn
Holdings, Inc., a bank card servicing company, located in Wilmington, Delaware.

In June 1995, Command pursuant to an arbitration agreement contained in a
written contract, entered into a Demand for Arbitration against Prime Source
Total Managed Care, Inc., (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. In September 1995, Command wrote-off its entire
investment in Prime.

FQ-7
<PAGE>
In addition, on September 21, 1995, a wholly-owned subsidiary of Prime filed for
bankruptcy. (See "Legal Proceedings")

NOTE 9: INVESTMENTS

Investments consist of one publicly held corporation.

NOTE 10: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable consists of miscellaneous trade payables and amounts due to
vendors. Accrued expenses consist of expenses incurred during the period but
invoiced after December 31, 1995.

NOTE 11: TAXES PAYABLE

Taxes payable consists of amounts due to Federal, State & Local Agencies for
payroll taxes withheld.

NOTE 12: NOTES AND LOANS PAYABLE

Notes and 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.

NOTE 13: SALARIES PAYABLE

Salaries payable consists of amounts owed to Mr. Lucas. 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 14: 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 at a price of $3.50 per share and converted
into common stock. These warrants will be callable by the Company on October 28,
1998 at par value.

NOTE 15: 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
December 31, 1995 and

FQ-8
<PAGE>
1994 was 2,417,726 and 40,118,968, respectively. The weighted average number of
common shares outstanding during the six months ended December 31, 1995 and 1994
was 2,120,170 and 34,470,730, respectively. The amounts for the 1995 periods
reflect a One Hundred Fifty (150) for One (1) reverse stock split effective
October 26, 1995.

NOTE 16: Subsequent Event

In December 1995, Command acquired an additional 2,000 square feet of office
space at 100 Garden City Plaza, Garden City, New York where it maintains its
principal executive and marketing offices.

In January 1995, Command, through its wholly owned subsidiary, Berwyn Holdings
Inc., signed a definitive agreement with European American Bank (EAB) to provide

all of the credit card and payment processing services for EAB's secured credit
card program.

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 indemnifi- cation 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 $
Blue Sky Filing Fees
Printing Expenses
Accounting Fees and Expenses
Legal Fees and Expenses
Miscellaneous Expenses
-----------
Total $

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
bb. 8/23/93 250,000
cc. 8/30/93 15,000
dd. 8/30/93 15,000
ee. 8/30/93 15,000
ff. 9/14/93 300,000
gg. 9/15/93 25,000
hh. 9/15/93 25,000
ii. 9/22/93 1,875
jj. 9/23/93 300
kk. 11/22/93 300,000
ll. 1/07/94 400,000
mm. 1/07/94 400,000
nn. 1/11/94 500,000
oo. 1/11/94 100,000
pp. 1/18/94 300,000
qq. 1/26/94 280,000
rr. 2/01/94 400,000
ss. 2/02/94 400,000
tt. 2/17/94 209,333
uu. 2/17/94 66,666
vv. 2/17/94 110,463
ww. 2/22/94 195,000
xx. 2/22/94 60,000
yy. 2/23/94 200,000
zz. 3/07/94 232,522
aaa. 3/07/94 75,000
bbb. 3/15/94 125,733
ccc. 3/16/94 600,000
ddd. 3/23/94 172,500
eee. 4/04/94 750,000
fff. 4/13/94 50,000
ggg. 4/21/94 54,235
hhh. 4/21/94 33,333

II-2

<PAGE>

iii. 4/21/94 16,718
jjj. 4/21/94 800,000
kkk. 4/26/94 100,000
lll. 5/05/94 20,000
mmm. 5/18/94 75,000
nnn. 7/01/94 500,000
ooo. 8/02/94 375,000
ppp. 8/30/94 375,000
qqq. 9/13/94 416,666
rrr. 10/6/94 100,000
sss. 10/7/94 41,666
ttt. 10/7/94 41,666
uuu. 10/12/94 330,000
vvv. 10/20/94 666,667
www. 10/27/94 4,000,000
xxx. 11/2/94 571,428
yyy. 11/2/94 714,285
zzz. 11/2/94 3,105,714
aaaa. 11/3/94 312,356
bbbb. 11/4/94 340,909
cccc. 2/01/95 500,000
dddd. 2/17/95 1,000,000
eeee. 3/16/95 1,009,987
ffff. 4/24/95 2,500,000
gggg. 11/20/95 4,000,000
hhhh. 2/27/95 200,000
iiii. 2/13/96 2,500,000
jjjj. 3/27/96 750,000

(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*
l. $ 31.60*
m. $ 156.00*
n. $ 100.00*
o. $ 20.00*

II-3

<PAGE>

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*
bb. $ 31,250.00*
cc. Consideration for the acquisition of Franklin Credit and Leasing Corp.**
dd. Consideration for the acquisition of Franklin Credit and Leasing Corp.**
ee. Consideration for the acquisition of Franklin Credit and Leasing Corp.**
ff. Consideration for services rendered**
gg. $ 3,125.00*
hh. $ 3,125.00*
ii. $ 235.00*
jj. Consideration for services rendered**
kk. $ 47,850.00*
ll. $100,000.00*
mm. $100.000.00*
nn. $125,000.00*
oo. $ 25,000.00*
pp. $ 75,000.00*
qq. $ 70,000.00*
rr. $100,000.00*
ss. $100,000.00*
tt. $ 52,333.25*
uu. $ 16,666.50*
vv. $ 27,615.75*
ww. $ 48,750.00*
xx. $ 5,000.00*
yy. $ 50,000.00*
zz. $ 58,130.50*
aaa. $ 28,500.00*
bbb. $ 31,433.25*
ccc. $150,000.00*
ddd. $ 43,125.00*
eee. $187,500.00*
fff. $ 12,500.00*
ggg. $ 13,558.75*
hhh. $ 8,333.25*
iii. $ 4,179.50*
jjj. $136,000.00*
kkk. $ 25,000.00*

II-4

<PAGE>

lll. $ 5,000.00*
mmm. $ 12,750.00*
nnn. $ 62,500.00*
ooo. $ 67,500.00*
ppp. $ 67,500.00*
qqq. $ 75,000.00*
rrr. $ 18,000.00*
sss. $ 7,500.00*
ttt. $ 7,500.00*
uuu. $ 59,400.00*
vvv. Consideration for the acquisition of Capital One Corp.**
www. Consideration for the acquisition of Prime Source Managed Total Care,
Inc.**
xxx. $ 74,999.93**
yyy. $ 93,749.91**
zzz. $407,624.96**
aaaa. $ 40,996.72**
bbbb. $ 44,744.31**
cccc. $ 40,000.00*
dddd. $ 80,000.00*
eeee. Consideration for acquisition of Berwyn Holdings, Inc.**
ffff. $ 75,000.00**
gggg. Consideration for acquisition of Fidelity Holding Corp.**
hhhh. Consideration in repayment of a loan**
iiii. Consideration for acquisition of certain aircraft by Fidelity Holding
Corp.**
jjjj. Consideration for services rendered.**

* 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.

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

II-5

<PAGE>

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.

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 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

II-6

<PAGE>

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
Registration Statement to be signed on its behalf by the undersigned in Garden
City, County of Nassau, State of New York on April 11, 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, April 11, 1996
William G. Lucas Chief Executive Officer and
Chief Financial Officer

/s/John G. George Treasurer & Director April 11, 1996
John G. George

/s/Robert W. Seiffert Director April 11, 1996
Robert W. Seiffert