DAWCIN INTERNATIONAL CORP
10QSB/A, 1997-05-13
BUSINESS SERVICES, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A


Amendment No. 1 to Annual  report under  Section 13 or 15 (d) of the  Securities
Exchange Act of 1934 for the fiscal year ended June 30, 1996.


                         Commission File Number 0-18270

                           DAWCIN INTERNATIONAL CORP.
           (Exact name of the registrant as specified in its charter)

           NEW YORK                                       11-2857523
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification  No.)

                              100 Garden City Plaza
                           Garden City, New York 11530
                    (Address of principal executive offices)

                                 (516) 739-8800
                         (Registrant's telephone number)

                           Command Credit Corporation
              (Former name, former address and former fiscal year,
                          if changed since last report)


           SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT: NONE

             SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:
                         Common Shares par value $0.0001
                                (Title of Class)

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Dawcin International Corp., formerly known as Command Credit Corporation, filed
its Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996,
without obtaining a signature from Gulian & Company, its certified public
accountant.

The Registrant is filing this Amendment No. 1 to its Annual Report on Form
10-KSB for the fiscal year ended June 30, 1996 to remove the audit report of
Gulian & Company, to identify the financial statements filed as part of the
Annual Report as unaudited, and to clarify that they are the responsibility of
management and contain all necessary adjustments.

The Registrant intends to engage a new accounting firm to audit its financial
statements for the fiscal year ended June 30, 1996 in compliance with Article 2
of Regulation S-X.

Until the Registrant obtains an audit report complying with Article 2 of
Regulation S-X with respect to the Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1996, the Registrant will not be in compliance with the
requirements of the Securities Exchange Act of 1934. Until a satisfactory audit
report is filed, registration statements under the Securities Act of 1933 and
post-effective amendments to registration statements will not be declared
effective. In addition, offerings may not be made pursuant to effective
registration statements, or pursuant to Rules 505 and 506 of Regulation D where
any purchasers are not accredited investors under Rule 501 (a) of that
Regulation, until the required audited financial statements are filed.

<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             Dawcin International Corp.

Date:    May 13, 1997                        By: /s/ William G. Lucas
                                                ----------------------
                                                 William G. Lucas, Chairman and
                                                 Chief Financial Officer



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