FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 1999

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ________ to ______

                         Commission File Number 0-18684

                          COMMAND SECURITY CORPORATION

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             (Exact name of registrant as specified in its charter)

           New York                                        14-1626307
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

Lexington Park, Lagrangeville, New York                      12540
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(Address of Principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:  (914) 454-3703

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

     Common Stock
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definite proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K |_|

      As of June 22, 1999, the aggregate market value of the voting stock
held by non-affiliates for the registrant, based on the last sales price of
$1.00 on that date, was $3,767,086.

<PAGE>

      As of June 22, 1999, the registrant had issued and outstanding
6,658,143 shares of common stock.

                                     PART I

                                ITEM 1. BUSINESS

     Command Security Corporation ("Company") is a corporation formed under
the laws of the State of New York on May 9, 1980. It principally provides
uniformed security services from its eighteen operating offices in New York,
New Jersey, Illinois, California, Pennsylvania, Connecticut, Florida and
Georgia to commercial, financial, industrial, aviation and governmental
clients in the United States. Security services include providing uniformed
guards for access control, theft prevention, surveillance, vehicular and foot
patrol and crowd control. The Company employs a total of approximately 3,000
hourly guards, including those employed under security service agreements
with other security guard companies for which the Company administers
billing, collection and payroll ("service company clients") and approximately
65 other employees indirectly attributable to guard services including
supervisors and dispatchers. The Company also employs approximately 65
administrative employees, including the executive staff.

     Management believes there is heightened attention to security matters
due to the ongoing threat of criminal and terrorist activities. As a result
of such attention, management further believes that the urban commercial
centers served by the Company provide an opportunity for increased market
participation and growth.

     From 1983, when William C. Vassell, the Company's Chairman of the Board
acquired control, to June 1990, the Company expanded its business through
internal sales efforts and by acquisitions of the customer lists of smaller
security firms in markets the Company was already serving. In July 1990, the
Company implemented a program to provide back office services to service
company clients.

     This program capitalizes on the Company's proprietary computerized
scheduling and information systems, which incorporates administrative
programs and other data processing procedures. Pursuant to written "Service
Agreements", the Company provides service company clients with the benefits
of its proprietary computerized scheduling and information system and
programs, as well as its accounts receivable financing and insurance
resources, for a fee equal to a percentage of the service company clients'
revenue or gross profits. Under these agreements, the Company's program is
designed to take over the "back office" functions of these clients, enabling
them to reduce their general and administrative expenses and thereby increase
profitability, while also freeing their managers to service existing
customers and to solicit new business.

      In connection with these service agreements, the Company may provide to
its service company clients financial accommodations, typically in the form
of loans. The loans are secured by accounts receivable, customer lists,
contracts and all other assets of the independent firm and are personally
guaranteed by the owner(s) of the service company.

<PAGE>

     In 1998, the Company began developing and implementing a national
network of independent security guard companies to service clients with sites
throughout the United States. The Company offers these services in 47 states
through approximately 256 affiliates and believes this is a growing niche
business.

Operations

     As a licensed watchguard and patrol agency, the Company furnishes guards
to its customers to protect people or property and to prevent the theft of
property. In this regard, the Company principally conducts business by
providing guards and other personnel who are, depending on the particular
requirements of the customer, uniformed or plainclothed, armed or unarmed,
and who patrol in marked radio cars or stand duty on the premises at
stationary posts such as fire stations, reception areas or video monitors.
The Company's guards maintain contact with headquarters or supervisors via
car radio or hand-held radios. In addition to the more traditional tasks
associated with access control and theft prevention, guards respond to
emergency situations and report to appropriate authorities for fires, natural
disasters, work accidents and medical crises. The Company also provides
private investigation services.

      The Company provides a variety of uniformed services for domestic and
international air carriers including pre-board passenger screeners,
checkpoint security supervisors, wheelchair escorts, skycaps, baggage
handlers and uniformed guards for cargo security areas.

     The Company provides guard services to many of its industrial and
commercial customers on a 24-hour basis, 365 days per year. For these
customers, guards are on hand to provide plant security, access control,
personnel security checks and traffic and parking control and to protect
against fire, theft, sabotage and safety hazards. The remaining customers
include retail establishments, hospitals, governmental units and promoters of
special events. The services provided to these customers may require armed as
well as unarmed guards. The Company also provides specialized vehicle patrol
and inspection services and personal protection services to key executives
and high profile personalities from time to time.

     To ensure that adequate protection requirements have been established
prior to commencing service to a customer, the Company evaluates the
customer's site and prepares a recommendation for any needed changes to
existing security programs or services. Surveys typically include an
examination and evaluation of perimeter controls, lighting, personnel and
vehicle identification and control, visitor controls, electronic alarm
reporting systems, safety and emergency procedures, key controls and security
force manning levels. While surveys and recommendations are prepared by the
Company, the security plan and coverage requirements are determined by the
customer. Operational procedures and individual post orders are reviewed
and/or rewritten by the Company to meet the requirements of the security plan
and coverage determined by the customer.

     In order to provide a high level of service without incurring large
overhead expenses, the Company establishes offices close to its customers and
delegates responsibility and decision making to its local managers. The

<PAGE>

Company emphasizes the role of its managers by assigning to each one
responsibility for both sales and service. The Company believes that in most
situations the combination of both sales and service responsibilities in a
single individual results in better supervision and quality control and
greater responsiveness to customer concerns.

     The Company generally renders its security services pursuant to a
standard form security services agreement which specifies the personnel
and/or equipment to be provided by the Company at designated locations and
the rates therefor, which typically are hourly rates per person. Rates vary
depending on base, overtime and holiday time worked, and the term of
engagement. In most cases, the Company assumes responsibility for scheduling
and paying all guards and to provide uniforms, equipment, instruction,
supervision, fringe benefits, bonding and workers' compensation insurance.
These agreements also provide customers with flexibility by permitting
reduction or expansion of the guard force on relatively short notice. The
Company is responsible for preventing the interruption of security service as
a consequence of illness, vacations or resignations. In most cases the
customer also agrees not to hire any security personnel used by the Company
for at least one year after the termination of the engagement. Each agreement
may be terminated by the customer, typically with no prior notice or short
notice (usually 30 days). In addition, the Company may terminate an agreement
immediately upon default by the customer in payment of monies due thereunder
or if there is filed by or against the customer a bankruptcy petition or if
any other act of bankruptcy occurs.

      The Company has its own proprietary computerized scheduling and
information system. The scheduling of guards, while time-consuming, is a most
important function of any guard company. Management believes the system
substantially reduces the time a manager must spend on scheduling daily guard
hours and allows the Company to fulfill customer needs by automatically
selecting those guards that fit the customer's requirements.

Employee Recruitment and Training

      The Company believes that the quality of its guards is essential to its
ability to offer effective and reliable service, and it believes diligence in
their selection and training produces the level of performance required to
maintain customer satisfaction and internal growth.

     The Company's policy requires that all selected applicants for Company
guard positions undergo a detailed pre-employment interview and a background
investigation covering such areas as employment, education, military service,
medical history and, subject to applicable state laws, criminal record. In
certain cases the Company employs psychological testing and, where permitted,
uses pre-employment polygraph examinations. Personnel are selected based upon
physical fitness, maturity, experience, personality, stability and
reliability. Medical examinations and substance abuse testing may also be
performed. Prerequisites for all Company guards include a good command of the
English language and the ability to communicate well and write a
comprehensive and complete report. Preference is given to applicants with
previous experience, either as a military or a civilian security-police
officer.

     The Company trains accepted applicants in three phases: Pre-assignment;
On-the-job; and Refresher. The Company's training programs utilize current
curricula and audio-visual materials. Pre-assignment training explains the

<PAGE>

duties and powers of a security guard, report preparation, emergency
procedures, general orders, regulations, grounds for discharge, uniforms,
personal appearance and basic post responsibilities. On-the-job assignment
training covers specific duties as required by the post and job orders.
Ongoing refresher training is given on a periodic basis as determined by the
local area supervisor and manager.

     Command treats all employees and applicants for employment without
unlawful discrimination as to race, creed, color, national origin, sex, age,
disability, marital status or sexual orientation in all employment-related
decisions.

Significant Customers

      No customer of the Company accounted for more than 10% of its gross
revenue in the fiscal year ended March 31, 1999.

Competition

     Competition in the security service business is intense. It is based
primarily on price and the quality of service provided, the scope of services
performed, name recognition and the extent and quality of security guard
supervision, recruiting and training. As the Company has expanded its
operations it has had to compete more frequently against larger national
companies, such as Pinkerton's, Inc., The Wackenhut Corporation, Burns
International Security Services, Inc. and Wells Fargo Guard Services, which
generally have substantially greater financial resources, personnel and
facilities than the Company. These competitors also offer a range of security
and investigative services which are at least as extensive as, and directly
competitive with, those offered by the Company. In addition, the Company
competes with numerous regional and local organizations which offer
substantially all of the services provided by the Company. Although
management believes that, especially with respect to certain of its markets,
the Company enjoys a favorable competitive position because of its emphasis
on customer service, supervision and training and is able to compete on the
basis of the quality of its service, personal relationships with customers
and reputation, there can be no assurance that it will be able to maintain
its competitive position in the industry.

Government Regulation

     The Company is subject to city, county and state firearm and
occupational licensing laws that apply to security guards and private
investigators. In addition, many states have laws requiring training and
registration of security guards, regulating the use of badges and uniforms,
prescribing the use of identification cards or badges, and imposing minimum
bond, surety or insurance standards. The Company may be subjected to
penalties or fines as the result of licensing irregularities or the
misconduct of one of its guards or investigators from time to time in the
ordinary course of its business. Management believes the Company is in
material compliance with all applicable laws and regulations. Under the law
of negligence, the Company can be liable for acts or omissions of its agents
or employees performed or occurring in the course of their employment. In
addition, some states have statutes that expressly impose legal
responsibility on the Company for the conduct of its employees. The nature of
the services provided by the Company potentially exposes it to greater risks
of liability for employee conduct than are experienced by non-security

<PAGE>

businesses. The Company currently maintains general liability insurance in
the amount of $1.0 million per occurrence and umbrella liability insurance in
the amount of $30 million per occurrence and $30 million in the aggregate,
which it believes is suitable and at a level customary for the industry for a
business of its size.

     New York State's Security Guard Act of 1992 ("Security Guard Act"),
previously known as the "Mega Bill", has been implemented in stages since
December 26, 1993. The purpose of the Security Guard Act is to regulate the
security guard industry by insuring proper screening, hiring and training of
security guards through the implementation of minimum recruitment and
training standards. This legislation affects all in-house (or proprietary)
guard forces as well as security guard companies such as the Company.
Legislation has also been introduced at the federal level which would be
expected to require regulations similar to those imposed under the Security
Guard Act. The New York regulation has created, and the federal regulation is
expected to create, increased marketing opportunities for the Company's guard
business since compliance with increased training requirements by in-house
security forces results in disproportionately large cost increases for them
compared to the Company. Compliance with the Security Guard Act has not, and
with respect to the proposed federal legislation is not expected to
materially increase the cost of the Company's operations. The Committee of
National Security Companies supports the federal legislation and management
believes the prospects for its eventual passage are good.

Employees

     The Company currently employs approximately 3,000 hourly workers
performing guard services and approximately 65 other employees indirectly
attributable to guard services including supervisors and dispatchers. The
Company also employs approximately 65 executive, sales, administrative or
clerical staff, most of whom are salaried.

     The Company's business is labor intensive and, as a result, is affected
by the availability of qualified personnel and the cost of labor. Although
the security guard industry is characterized by high turnover, the Company
believes its experience compares favorably with that of the industry. The
Company has not experienced any material difficulty in employing suitable
numbers of qualified security guards, although, when labor has been in short
supply, it has been required to pay higher wages and incur overtime charges.

     Approximately 70% of the Company's employees hired for guard service
customers do not belong to a labor union. The Company's New York City
employees, who represent approximately 30% of the Company's employees for
guard service customers, work under collective bargaining agreements with the
following unions: Allied International; and Special & Superior Officers
Benevolent Association. Most of the Company's New York City and Chicago
competitors also are unionized. The Company has experienced no work stoppages
attributable to labor disputes. The Company believes that its relations with
its employees are satisfactory. Guards and other personnel supplied by the
Company to its customers are employees of the Company, even though they may
be stationed regularly at the customer's premises.

Service Marks

     The Company believes itself to be the owner of the service marks

<PAGE>

"Command", "CSC" and "CSC Plus" design for security guard, detective, private
investigation services and related consulting services. On October 22, 1991,
the mark "CSC" for the above services was registered with the U.S. Patent and
Trademark Office, Registration No. 1,662,089. It appears on the principal
register. The service mark registration applications for "Command" and "CSC
Plus" design relative to the above services are pending before the United
States Patent and Trademark Office. Once registered, the marks are expected
to appear on the principal register.

     The Company also believes itself to be the owner of the service marks
"STAIRS", "Smart Guard" and "Smartwheel." The respective registration dates
and numbers for "STAIRS" and "Smart Guard" are September 15, 1992; No.
1,715,363 and December 19, 1992; No. 1,742,892. The service mark application
filed on March 24, 1994, for "Smartwheel" is pending before the U.S. Patent
and Trademark Office. Once registered, the mark is expected to appear on the
principal register.

                               ITEM 2. PROPERTIES

     As of March 31, 1999, the Company owned and used in connection with its
business approximately 65 vehicles.

     As of March 31, 1999, the Company did not own any real property. It
occupies executive offices at Route 55, Lexington Park, Lagrangeville, New
York, of approximately 6,600 square feet with a base annual rental of $99,000
under a five year lease expiring September 30, 2003. The Company also
occupies the following offices:

Annual                                                  Square         Base
Location                               When Opened     Footage         Rent
--------                               -----------     -------         ----

The Poughkeepsie Plaza Mall
Poughkeepsie, NY                        9/1/83           920        $12,000

17 Lewis Street
Hartford, CT                            5/1/92         1,075        $13,320

331 Park Avenue South
10th Floor
New York, NY                           11/1/91         3,400        $60,300

331 Park Avenue South                   2/1/93         3,400        $60,300
11th Floor
New York, NY

300 Hamilton Avenue
White Plains, NY                       8/15/96         1,538        $27,443

5505 Main Street
Suite #2
Williamsville, NY                       5/1/93           680        $ 5,400

10 West 35th Street                    1/31/98           988        $13,552

<PAGE>

Chicago, IL

5801 E. Slauson Avenue                 11/9/94         1,689        $28,375
Suite G-160
Commerce, CA

1450 Barnum Avenue                      2/1/99         2,300        $19,250
Bridgeport, CT

91 N. Franklin St.                      2/1/99         1,300        $13,800
Hempstead, NY

2222 Morris Avenue                      2/1/99         1,983        $22,500
Union, NJ

JFK International Airport               4/1/98         1,700        $64,800
175-01 Rockaway Boulevard
Jamaica, NY

Los Angeles International              8/15/96           647        $17,236
Airport
380 World Way
Los Angeles, CA

1237 Central Avenue #210              10/19/93           400        $ 4,800
Albany, NY

2144 Doubleday Avenue                   4/1/93           800        $12,840
Ballston Spa, NY

2777 Summer Street                     3/13/95          1515        $30,300
Stamford, CT

224 Datura Street                      9/17/96           250        $ 4,452
West Palm Beach, FL

124 Chestnut Street, Suite 5          11/25/96           500        $ 8,460
Philadelphia, PA

8181 North West 36th St.                9/5/97           300        $10,800
Miami, FL

800 Virginia Avenue                    7/17/97           400        $ 7,881
Fort Pierce, FL

3500 North  State Road                 7/17/97           300        $ 7,130
Lauderdale Lakes, FL

954 South Main Street                  4/27/98           900        $ 8,100
Conyers, GA

<PAGE>

     The Company believes its properties are adequate for its current needs.

                            ITEM 3. LEGAL PROCEEDINGS

      The nature of the Company's business subjects it to claims or
litigation alleging that it is liable for damages as a result of the conduct
of its employees or others. Except for such litigation incidental to its
business, other claims or actions that are not material and the lawsuits
described below, there are no pending legal proceedings to which the Company
is a party or to which any of its property is subject. See "EXHIBITS,
FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K."

     On or about December 4, 1997, an outside shareholder and four of the
Company's directors (Sands, P. Kikis, Saunders, and T. Kikis) commenced an
action in the Supreme Court of the State of New York, County of New York
(Index No. 606166/97) against the other four directors (Vassell, Robinett,
Nekos and Miller), the Company's outside corporate and securities counsel and
the Company itself in a lawsuit characterized as a derivative action. The
complaint alleges that one or more of the defendant-directors engaged in
improper activities, including ultra-vires acts, breach of fiduciary duty,
fraud against the Company, constructive fraud, waste of corporate assets and
concealment of information from the plaintiff-directors regarding the
Company's earnings, lacked power to enter into an employment agreement on
behalf of the Company with Mr. Robinett, and entered into service contracts
with financially unstable companies without performing due diligence. The
complaint further alleges that the Company has failed to appoint a
replacement to the office of president and that the directors have entered
into a shareholder agreement which is violative of public policy. Plaintiffs
seek the award of money damages in an amount which is "not less than" $11
million from the individual defendants, a declaratory judgment that the
shareholder agreement is void, an order for an accounting, certain other
injunctive relief and attorneys' fees and disbursements.

     The Company has interposed an answer denying the allegations contained
in the complaint. The individual defendants have stated that they believe the
allegations are completely without merit and intend to vigorously defend
against each and every claim. The Company's Certificate of Incorporation and
the Business Corporation Law of New York provide for indemnification of
officers and directors with respect to damages and legal fees incurred in
connection with lawsuits against them arising by reason of serving the
Company. Due to the fact that certain members of the board have chosen to
participate as plaintiffs in this lawsuit, the Company may not have coverage
under its officers and directors liability insurance policy. The
defendant-directors intend to seek indemnification, and have received
advancements of legal fees incurred in connection with their defense, from
the Company. Through March 31, 1999, the Company has expended approximately
$204,000 in legal fees ($84,000 during the year ended March 31, 1999) in
defense of this matter on its own behalf as well as on behalf of the
defendant officers and directors. In addition, the Company has expended
$100,000 for legal fees on behalf of the plaintiff directors in December,
1998, and accrued $92,000 for contingent legal fees incurred by one of the
defendants, where Management has determined that indemnification by the
Company is probable. On or about March 25, 1998, the plaintiffs filed a
motion for the appointment of a temporary receiver. On June 5, 1998, the
Court ordered the appointment of a temporary receiver, but prior to the order
taking effect, the parties agreed to a stipulation pursuant to which Franklyn

<PAGE>

H. Snitow, Esq., was appointed acting President and Chief Executive Officer
and acting ninth Board member during the pendency of the defendants' appeal
to the Appellate Division of the decision to appoint a receiver. Based on the
stipulation, the defendants' request to the Appellate Division for a stay
pending the appeal of the order appointing the receiver was granted. At a
duly convened meeting of the board of directors on June 22, 1998, the board
voted unanimously to elect Mr. Snitow as an acting director and to appoint
him acting president and chief executive officer pending the outcome of the
appeal. On January 12, 1999, the Appellate Division dismissed the appeal and
modified the lower court's order to continue Mr. Snitow's authority to
discharge his responsibilities as Acting President, Chief Executive Officer
and Director pending the underlying litigation. Mr. Snitow is a partner in
the law firm of Snitow & Cunningham, LLP, located in New York, New York.

     The Company is unable to reasonably estimate the potential continued
impact on the Company's financial condition and results of operations from
this lawsuit. The parties are currently in agreement that future proceedings
will be held in abeyance while management is exploring the possible sale of
the Company.

     In May, 1996, a complaint was filed in Queens County Civil Court by
three former employees alleging emotional distress, anguish, mental distress
and injury to their professional reputation due to retaliatory discharge and
related matters. Plaintiffs each seek $2 million for compensatory damages and
$2 million in punitive damages in addition to payment of overtime wages of
$25,000. The Company's customer, also a defendant and a former employer, has
engaged counsel representing all defendants. On November 27, 1998, the Kings
County Supreme Court ruled on a motion dismissing three counts concerning
contractual allegations but allowed the remaining nine counts to proceed to
findings. At this time the Company is unable to estimate the possible loss,
if any, that may be incurred as a result of this action. The ultimate outcome
may or may not have a material impact on the Company's financial position or
results of operations.

     The Company has been named as a defendant in several other employment
related claims, including claims of sexual harassment by current and former
employees, which are currently under investigation by the New York State
Division of Human Rights. At this time the Company is unable to determine the
impact on the financial position and results of operations that these claims
may have should the investigation conclude that they are valid.

     In August, 1997, a complaint was filed in Los Angeles County Superior
Court by six former employees alleging discrimination, wrongful termination,
breach of employment contract and intentional infliction of emotional
distress. The complaint alleges that plaintiffs have suffered damages in
excess of $1 million. After filing the complaint, the plaintiffs, through
counsel, agreed to submit the dispute to binding arbitration and a request
for dismissal, without prejudice, was filed with the Court. At this time the
Company is unable to estimate the possible loss, if any, that may be incurred
as a result of such arbitration. The ultimate outcome of such arbitration may
or may not have a material impact on the Company's financial position or
results of operations.

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

<PAGE>

      There were no matters submitted to a vote of security holders during
the fourth quarter of the fiscal year covered by this report.

                                     PART II

          ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                               STOCKHOLDER MATTERS

     Since July 10, 1995 the Company's common stock has been traded on the
over-the-counter NASDAQ SmallCap market under the symbol "CMMD". For several
years prior to that time the Company's common stock was traded on the NASDAQ
National Market.

     The following table sets forth, for the calendar periods indicated, the
high and low sales price for the Common Stock as reported by the NASDAQ Stock
Market, Inc. for each full quarterly period within the two most recent fiscal
Years.

<TABLE>
<CAPTION>

             Period <F1>                                      Last Sales Price
             -------                                          ----------------
             <S>                                             <C>         <C>
             1998                                            High        Low
             ----                                            ----        ---
             First Quarter                                   2.125       1.343
             Second Quarter                                  1.50        0.968
             Third Quarter                                   1.125       0.687
             Fourth Quarter                                  1.437       0.750


             1999                                             High         Low
             ----                                             ----         ---
             First Quarter                                   1.312       0.812
             Second Quarter                                  0.968       0.625
             Third Quarter                                   1.281       0.625
             Fourth Quarter                                  1.812       0.937


<FN>
<F1> Reflects fiscal years ended March 31 of the year indicated.
</FN>
</TABLE>

     The above quotations do not include retail mark-ups, mark-downs or
commissions and represent prices between dealers and not necessarily actual
transactions. The past performance of the Company's securities is not
necessarily indicative of future performance.

     As of June 17, 1999 there were approximately 239 holders of record of the
Company's common stock. Management believes there are approximately 1,450
beneficial holders of the Company's common stock.

     The last sales price of the Company's common stock on June 22, 1999,
was $1.00.

<PAGE>

     The Company has never paid cash dividends on its common stock. Payment
of dividends, if any, will be within the discretion of the Company's Board of
Directors and will depend, among other factors, on approval of its principle
lender, earnings, capital requirements and the operating and financial
condition of the Company. At present, the Company's anticipated capital
requirements are such that it intends to follow a policy of retaining
earnings, if any, in order to finance, in part, the development of its
business.

                          COMMAND SECURITY CORPORATION

                         ITEM 6. SELECTED FINANCIAL DATA


The financial data included in this table have been derived from the
financial statements as of and for the years ended March 31, 1999, 1998,
1997, 1996, and 1995, which have been audited by independent certified public
accountants. The information should be read in conjunction with "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and
with the financial statements and related notes included in the Report.

<TABLE>

Statement of Operations Data
Years Ended March 31,

<CAPTION>

                                          1999              1998             1997              1996<F1>            1995<F2>

<S>                                       <C>               <C>              <C>               <C>                 <C>
Revenue (excluding service
  company revenue)                        $57,642,041       $51,796,882      $49,237,418       $54,995,444         $39,595,272

Gross profit                              $ 9,716,418       $ 7,340,096      $ 8,443,578       $ 8,496,499         $ 4,527,365

Service contract revenue                  $   913,498       $ 1,450,592      $ 1,471,313       $ 1,519,803         $ 1,291,943

Operating profit/(loss)                   $   877,434       $(2,915,001)     $ 1,267,805       $ 1,250,713         $(2,412,603)

Net income/(loss)                         $   (15,399)      $(4,013,890)     $   450,030       $   511,650         $(2,983,823)

Income/(loss) per common share            $      (.02)      $      (.62)     $       .05       $       .06         $      (.70)

Weighted average number of
  common shares outstanding                 6,658,143         6,689,352        6,955,548         6,663,986           4,274,657



Balance Sheet Data as of March 31,

                                          1999              1998             1997              1996                1995

Working capital/(deficiency)              $   200,236       $(1,122,869)     $ 1,413,212       $   218,968         $  (531,602)

Total assets                              $16,187,980       $17,697,259      $23,188,576       $22,384,414         $20,267,099

Short-term debt<F3>                       $ 7,557,957       $ 7,994,445      $ 8,817,997       $ 8,506,911         $ 6,095,183

Long-term debt<F4>                        $   471,701       $   531,323      $ 1,284,423       $ 1,194,505         $ 1,229,773

Redeemable convertible
  preferred stock                         $       -0-       $       -0-      $ 1,743,555       $ 1,614,525         $ 1,495,065

Stockholders' equity                      $ 3,119,075       $ 3,134,474      $ 5,731,180       $ 5,189,226         $ 4,993,859



<FN>
<F1> Includes the operations of United Security Group Inc. from its
     acquisition date of February 24, 1995.

<F2> Includes the operations of ISS International Service System, Inc.
     and Madison Detective Bureau, Inc. from the acquisition dates of October 27,
     1993 and November 1, 1993, respectively.

<F3> The Company's short-term debt includes the current maturities of
     long-term debt, obligations under capital leases, and short-term borrowings.
     See Notes 6, 8 and 14 of "Notes to Financial Statements."

<F4> The Company's long-term debt includes the long-term portion of
     obligations under capital leases.

</FN>
</TABLE>

<PAGE>

                  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis should be read in conjunction with the
Financial Statements and Notes to Financial Statements.

The following can be interpreted as including forward looking statements
under the Private Securities Litigation Reform Act of 1995. Such statements
are typically identified by the words "intends", "plans", "efforts",
"anticipates", "believes", "expects", or words of similar import. Various
important factors that could cause actual results to differ materially from
those expressed in the forward looking statements are identified below and
may vary significantly based on a number of factors including, but not
limited to, availability of labor, marketing success, competitive conditions
and the change in economic conditions of the various markets the Company
serves. Actual future results may differ materially from those suggested in
the following statements.

For the fiscal year ended March 31, 1999, the Company's operations resulted
in a net loss of $15,399 after charges for amortization of intangibles of
$1,280,687 and prior to preferred stock dividends, compared to a loss of
$4,013,890 for the fiscal year ended March 31, 1998. In addition, as of March
31, 1999, the Company had positive working capital of $200,236 and cash of
$122,470, compared to a working capital deficit of $1,122,869 and cash
overdraft of $449,895 as of March 31, 1998. As a result, the Company's public
accounting firm has removed the "going concern" modification which was
included in the prior year's audit report. The improved operating results
were, in part, due to significant charges in fiscal 1998 in connection with
the Chapter 7 bankruptcy filing of a former service agreement client, charges
for impairment of long-lived assets, unusually high labor claims and
self-insurance claims which did not recur in fiscal 1999 as well as
management's continued development and implementation of a national network
of independent security guard companies to service clients with sites
throughout the United States. In addition, the Company has implemented a plan
to actively seek rate increases from its existing clients and to sign new
contracts in existing markets. Furthermore, it has implemented a centralized
purchasing function in order to better control operating costs and the
implementation of a centralized, pro-active credit management and collection
policy has significantly reduced bad debt expense and led to the recovery of
receivables previously reserved. Management expects continued favorable
financial impact from the above mentioned strategies as well as improved cash
flow as a result of the repayment in full of certain acquisition indebtedness
during fiscal 1999.

On November 30, 1998, the Company announced that it was engaging in
discussions concerning the possible sale of the Company. Senior management
representatives continue to meet with interested parties. Thus far these
discussions have not led to an offer which, in the opinion of the management
representatives, would result in the maximization of shareholder value.
Nonetheless, discussions are expected to continue in the near term.

<PAGE>

The Company's press release of November 30, 1998 also referenced open market
purchases of the Company's stock to be made by two members of the Company's
Board of Directors. To date, a total of 32,000 shares have been purchased.
These Directors are part of the management group engaged in discussions
concerning the possible sale of the Company. They may therefore possess
non-public information which renders inappropriate their continued purchases
of the Company's stock.

Results of Operations

Fiscal Year ended March 31, 1999 Compared with March 31, 1998

During the fiscal year ended March 31, 1999, revenue increased by $5,845,159
to $57,642,041 from $51,796,882 for the fiscal year ended March 31, 1998. The
major components of this increase are: approximately $2,435,000 increase
primarily due to the full impact in fiscal 1999 of prior year acquisitions;
approximately $3,200,000 increase due to new contract starts net of contract
cancellation; and approximately $210,000 of non-recurring revenue due to the
Goodwill Games.

Gross profit increased by $2,376,322 to $9,716,418 or 16.9% of revenue for
the fiscal year ended March 31, 1999, compared to $7,340,096 or 14.2% of
revenue for the fiscal year ended March 31, 1998. The gross profit increase
resulted from lower unemployment costs, lower self-insurance reserves for
general liability claims and the increase in sales. The self-insurance
reserve is based on actuarial computations and the timing of reported claims
and, therefore, at this time, it is not known if the decrease will continue
in future periods.

Management expects margins to stabilize at between 16% and 17% of revenue as
long as the economy remains strong. Should a recession develop, margins will
trend lower due to, among other things, increased competition for accounts
and potentially higher unemployment costs.

The Company provides payroll and billing services and accounts receivable
financing through contracts with service company clients for a percentage of
the revenue or gross profit generated from their business. The Company owns
the accounts receivable and, depending on the individual contract, may be the
employer of record. The caption "Service Contract Revenue" represents the
income earned on the Service Agreements.

Service contract revenue decreased by $537,094 to $913,498 for the fiscal
year ended March 31, 1999, compared to $1,450,592 for the fiscal year ended
March 31, 1998. The decrease is primarily due to the termination of one
service agreement with a client who filed Chapter 7 bankruptcy on August 28,
1997, the termination of three other service contracts and the renegotiation
of a contract for a large "employer of record" service agreement client
effective August, 1998, as a "non employer of record" contract at a lower
service charge. Although there are prospective service agreement clients, the
Company did not sign new service agreements in this fiscal year. The Company
currently services four service agreement clients. No contracts are scheduled
to expire during fiscal 2000, however, management expects that one contract
with current annualized service fee revenue of $165,000 will terminate as a
result of the potential sale of the business of this service agreement
client.

<PAGE>

General and administrative expenses increased by $628,952 to $8,377,678 in
the fiscal year ended March 31, 1999, from $7,748,726 in the fiscal year
ended March 31, 1998. The major areas of increase were administrative
salaries ($470,000) and professional fees ($337,000); offset by a reduction
in health insurance ($144,000) due to unusually high claims in fiscal year
ended March 31, 1998. Office and administrative salaries increases are due to
additional staffing in the Company's corporate and branch offices as a result
of adding branches in Georgia, Florida and Pennsylvania, as well as general
merit and cost of living increases. The increase in professional fees is
primarily due to legal fees expended in connection with the derivative action
disclosed in footnote 13 to the financial statements and "Legal Proceedings",
above, as well as legal and compliance-related consulting fees incurred in
connection with the Miami airport employee background verification matter
also disclosed in footnote 13 to the financial statements.

Amortization of intangibles decreased by $371,202 to $1,280,687 for the
fiscal year ended March 31, 1999 from $1,651,889 for the fiscal year ended
March 31, 1998. This decrease is primarily due to the write-down in the
fiscal year ended March 31, 1998, of intangible assets which was the result
of management's re-evaluation of the business retained from certain prior
acquisitions as well as some intangibles from prior acquisitions being fully
amortized. Amortization charges are expected to continue at fiscal 1999
levels through March, 2000, with significant reductions thereafter as
purchased customer lists become fully amortized.

The provisions for bad debts decreased by $1,083,235 to $367,916 for the
fiscal year ended March 31, 1999, from $1,451,151 for the fiscal year ended
March 31, 1998. The decrease is primarily due to the Chapter 7 bankruptcy
filing of GFM Bayview, a service agreement client, in August, 1997. The
provision for bad debts is management's estimate of accounts that may be
uncollectible based on the results of its continuous monitoring of accounts
outstanding in excess of 60 days. It is not known if bad debts will decrease
in future periods nor is this decrease necessarily indicative of a trend.

Bad debt recoveries increased by $70,452 to $316,045 for the fiscal year
ended March 31, 1999 from $245,593 for the fiscal year ended March 31, 1998.
This increase is primarily due to a significant bad debt recovery from a
former service agreement client in Texas.

The decrease in labor claims contingencies and settlements is primarily due
to a labor claim settlement in fiscal 1998 which resulted from a default
judgment against the Company in the amount of $314,377 by the Eastern
District Court of New York in favor of a guard who alleged unjust
termination. The claim was settled for $180,000. In addition, the Company has
accrued $174,000 for loss contingencies in connection with certain labor
claims in fiscal 1998. Some of these claims were settled for lower amounts in
fiscal 1999. No similar claims were presented to the Company in fiscal 1999.

The Company recorded a loss on the value of intangible assets of $58,646 for
the fiscal year ended March 31, 1999 compared to a loss on the value of
intangible assets of $745,516 for the fiscal year ended March 31, 1998. These
losses are due primarily to management's re-evaluation in March, 1999, of the
business retained from certain prior acquisitions in New Jersey and in March,
1998, of business retained in Illinois and California.

<PAGE>

Interest income decreased by $78,277 to $151,216 for the fiscal year ended
March 31, 1999 compared to $229,493 for the fiscal year ended March 31, 1998
primarily due to the lower number of active service agreement clients and the
Chapter 7 bankruptcy of a former service agreement client. Interest expense
decreased by $77,005 to $992,218 for the fiscal year ended March 31, 1999
compared to $1,069,223 for the fiscal year ended March 31, 1998. This
decrease is due primarily to reductions in long-term debt.

Loss on equipment dispositions primarily represents older vehicles sold or
retired from service. Other income of $35,000 for the fiscal year ended March
31, 1998 represents a fee earned by the Company for its assistance in a
financial transaction involving one of its service agreement clients.

Management expects the Company to incur modest losses at least through the
fiscal year ending March 31, 2000 in part due to continuing amortization
charges (see footnote 4 to the Company's Financial Statements) and legal fees
incurred in connection with the shareholder's derivative suit and the Miami
Airport matter. (See footnote 13 to the Company's Financial Statements). The
Company's performance will be dependent on its ability to reduce corporate
overhead costs, develop new higher margin product lines and to obtain
profitability for under-performing branches through acquisitions and/or
internal sales. The Company's Board of Directors has not agreed on a policy
with respect to the Company's capacity for integrating acquisitions on a
profitable basis. Management regularly evaluates the feasibility of selling
existing branch offices, with emphasis on those four of the Company's
nineteen offices which are generating losses prior to the allocation of
corporate overhead.

Fiscal Year ended March 31, 1998 Compared with March 31, 1997

During the fiscal year ended March 31, 1998, revenue increased by $2,559,464
to $51,796,882 from $49,237,418 for fiscal year ended March 31, 1997. The
major components of this increase are: approximately $1,840,000 increase due
to acquisitions; approximately $1,040,000 decrease due to the sale of the
Miami business in December, 1996; and approximately $1,760,000 increase due
to new contract starts net of contract cancellations.

Gross profit decreased by $1,103,483 to $7,340,096 or 14.2% of revenue for
the fiscal year ended March 31, 1998 compared to $8,443,578 or 17.1% of
revenue for the fiscal year ended March 31, 1997. This decrease resulted from
higher payroll costs of approximately $497,000 due to new contracts replacing
old contracts at lower prices and margins and the current shortage of
qualified labor and increases in overtime. Insurance costs increased by
approximately $607,000 primarily due to higher general liability self-insured
reserves. The charges for self-insurance reserves are based on actuarial
computations and the timing of reported claims and it is, therefore, not
known at this time if these increases will continue in future periods.

Service contract revenue decreased by $20,721 to $1,450,592 for the fiscal
year ended March 31, 1998 compared to $1,471,313 for the fiscal year ended
March 31, 1997. The decrease is primarily due to the termination of one
service agreement with a client who filed Chapter 7 bankruptcy on August
28, 1997 as well as the terminations of three other service contracts, and
offset by an increase of $194,000 generated by one employer of record
service contract. Currently over seventy percent of service fee revenue is

<PAGE>

generated from one contract which is currently being renegotiated and is
expected to result in less revenue as the result thereof. The Company did
not sign new service agreements during the fiscal year ended March 31, 1998.

General and administrative expenses increased by $634,248 to $7,748,726 in
the fiscal year ended March 31, 1998 from $7,114,478 in the fiscal year ended
March 31, 1997. The major areas of increase were insurance costs ($206,000),
rent, utilities & telephone ($157,000), professional fees ($167,000) and
travel costs ($84,000).

Amortization of intangibles decreased by $121,710 to $1,651,889 for the
fiscal year ended March 31, 1998 from $1,773,599 for the fiscal year ended
March 31, 1997. This decrease is primarily due to the full amortization of
capitalized borrowing costs incurred in 1995.

The provisions for bad debts increased by $1,003,992 to $1,451,151 for the
fiscal year ended March 31, 1998 from $447,159 for the fiscal year ended
March 31, 1997. The increase of approximately $764,000 was caused by the
Chapter 7 bankruptcy filing of GFM Bayview, a service agreement client, in
August, 1997. The remaining increase of approximately $240,000 is
management's estimate of accounts that may be uncollectible based on the
results of its continuous monitoring of accounts outstanding in excess of
60 days.

Bad debt recoveries increased by $155,582 to $245,593 for the fiscal year
ended March 31, 1998 from $90,011 for the fiscal year ended March 31, 1997.
Significant bad debt recoveries during fiscal 1998 were realized from the
accounts of former service agreement clients in Texas ($120,000) and
Florida ($60,000).

A labor claim settlement resulted from a default judgment against the
Company in the amount of $314,377 by the Eastern District Court of New York
in favor of a guard who alleged unjust termination. The claim was settled
for $180,000. In addition, the Company has accrued $174,000 for loss
contingencies in connection with certain labor claims.

There was no insurance rebate for the fiscal year ended March 31, 1998
compared with $598,139 received in the fiscal year ended March 31, 1997.
Insurance rebates received by the Company for the fiscal years ended March
31, 1997 and 1996 of $598,139 and $742,305 represent dividends received from
the Company's former worker's compensation insurance carrier for a
multi-state program that was in effect for the three years ended September
30, 1995. The net premium was based on ultimate losses pursuant to a
predetermined calculation with rebates of excess premiums refundable to the
Company in the form of dividends at the discretion of the insurance carrier.
Those excess premiums have been paid to the Company in full. The policies in
effect for periods after September 30, 1995 are also loss sensitive but
provide for a contractual obligation on the part of the insurance carrier to
refund premiums paid, in excess of actually determined premiums. As such, the
Company has calculated its insurance expense for the fiscal years ended March
31, 1998 and 1997 on the basis of estimated losses plus certain minimum
premium amounts.

The Company recorded a loss on the value of intangible assets of $745,516
for the fiscal year ended March 31, 1998 which is the result of

<PAGE>

management's re-evaluation of the business retained from certain prior
acquisitions in Illinois and California.

Interest income increased by $49,894 to $229,493 for the fiscal year ended
March 31, 1998 compared to $179,599 for the fiscal year ended March 31,
1997 primarily due to interest earned on restricted cash deposits for the
benefit of the Company's insurance carrier as collateral for workers
compensation claims. Interest expense increase by $3,371 to $1,069,223 for
the fiscal year ended March 31, 1998 compared to $1,065,852 for the fiscal
year ended March 31, 1997.

Loss on equipment dispositions primarily represents older vehicles sold or
retired from service.

Other income of $35,000 for the fiscal year ended March 31, 1998 represents a
fee earned by the Company for its assistance in a financial transaction
involving one of its service agreement clients.

Liquidity and Capital Resources

The Company pays its guard employees and those of its Service Agreement
Clients on a weekly basis, while its customers and the customers of service
company clients pay for the services of such employees generally within 60
days after billing by the Company. In order to provide funds for payment to
its guard employees, on February 24, 1995, the Company entered into a
commercial revolving loan arrangement with CIT Group/Credit Finance (CIT).

This agreement was amended as of January 30, 1997 to provide for an initial
two year renewal to February 23, 1999 and automatic two year renewal terms
thereafter as well as other changes in terms and conditions. Under this
agreement, borrowings may be made in an amount up to 85% (previously 82.5%)
of eligible accounts receivable, but in no event more than $10,000,000. The
amendment also provides for a term loan in the amount of $500,000 to be
repaid in equal monthly installments over five years. Outstanding balances
under the revolving loan and the term loan bear interest at a per annum rate
of 1 and 1/2% (previously 2% on the revolving loan) in excess of the "prime
rate" and are collateralized by a pledge of the Company's accounts receivable
and other assets. As of March 31, 1999, the Company was not in compliance
with several of the non-financial covenants contained in the loan agreement
as a result of the shareholder derivative action described below. Subsequent
to year-end, the Company obtained a waiver from CIT for these violations.

At March 31, 1999, the Company had borrowed $6,943,883 representing virtually
100% of its maximum borrowing capacity based on the definition of "eligible
accounts receivable" under the terms of the revolving loan agreement.
Generally the Company borrows a high percentage of its available borrowing,
which can fluctuate materially from day to day due to changes in the status
of the factors used to determine availability (such as billing, payments and
aging of accounts receivable).

Long term debt (including current maturities) was reduced by $765,592 to
$917,826 at March 31, 1999 from $1,683,418 at March 31, 1998. $375,000 of
this reduction represents the final payments to Deltec Development
Corporation (Deltec), an original $1.5 million loan, the proceeds of which
were used primarily to acquire the assets of United Security Group Inc.

<PAGE>

The Company completed a series of private placements of 2,087,508 Shares of
Common Stock and 9,061 shares of Series A Preferred Stock as of February 24,
1995. The total capital raised was approximately $4,160,000. The capital was
used for working capital purposes as well as for the acquisition of United.
Expenses incurred in connection with the acquisition and private placements
were approximately $1,150,000. Approximately $500,000 was used for working
capital purposes.

On October 27, 1993, the Company completed a private placement of 1.6 million
units at $2.50 per unit. Each unit consists of one share of common stock and
one warrant for one-half share exercisable at $3.50 per full share. The
private placement raised $4,000,000 of which $2,250,000 was used together
with a $1,000,000 bank term loan and promissory notes to the seller for
$750,000 and $1,000,000 due October 27, 1994 and October 27, 1995,
respectively, to close the acquisition of the security guard business of ISS.
Expenses in connection with the private placement were approximately
$677,000. Expenses relating to the acquisition were approximately $146,000.
The remainder of $927,000 was used for working capital purposes. The Company
and ISS have agreed to a reduction of $1,250,000 in the purchase price of the
ISS acquisition for accounts lost during the guarantee period and other
offsets.

The Private Placement Memorandum issued by the Company in connection with
both the 1993 and 1995 Private Placements and the interim financial reports
for the first three quarters in the fiscal year ended March 31, 1994 and
1995, filed by the Company contained financial information which has since
been restated. A legal action has been filed against the Company and is
described in greater detail below. It includes claims based on the
restatements. It is possible that other purchasers of Units pursuant to the
1993 offering and the purchasers of shares in connection with the offerings
that were consummated in February, 1995 may make further claims against the
Company, alleging as the basis, among other possible claims, the above
mentioned restatements.

On or about December 4, 1997, an outside shareholder and four of the
Company's directors (Sands, P. Kikis, Saunders, and T. Kikis) commenced an
action in the Supreme Court of the State of New York, County of New York
(Index No. 606166/97) against the other four directors (Vassell, Robinett,
Nekos and Miller), the Company's outside corporate and securities counsel and
the Company itself in a lawsuit characterized as a derivative action. The
complaint alleges that one or more of the defendant-directors engaged in
improper activities, including ultra-vires acts, breach of fiduciary duty,
fraud against the Company, constructive fraud, waste of corporate assets and
concealment of information from the plaintiff-directors regarding the
Company's earnings, lacked power to enter into an employment agreement on
behalf of the Company with Mr. Robinett, and entered into service contracts
with financially unstable companies without performing due diligence. The
complaint further alleges that the Company has failed to appoint a
replacement to the office of president and that the directors have entered
into a shareholder agreement which is violative of public policy. Plaintiffs
seek the award of money damages in an amount which is "not less than" $11
million from the individual defendants, a declaratory judgment that the
shareholder agreement is void, an order for an accounting, certain other
injunctive relief and attorneys' fees and disbursements.

<PAGE>

The Company has interposed an answer denying the allegations contained in the
complaint. The individual defendants have stated that they believe the
allegations are completely without merit and intend to vigorously defend
against each and every claim. The Company's Certificate of Incorporation and
the Business Corporation Law of New York provide for indemnification of
officers and directors with respect to damages and legal fees incurred in
connection with lawsuits against them arising by reason of serving the
Company. Due to the fact that certain members of the board have chosen to
participate as plaintiffs in this lawsuit, the Company may not have coverage
under its officers and directors liability insurance policy. The
defendant-directors intend to seek indemnification, and have received
advancements of legal fees incurred in connection with their defense, from
the Company. Through March 31, 1999, the Company has expended approximately
$204,000 in legal fees ($84,000 during the year ended March 31, 1999) in
defense of this matter on its own behalf as well as on behalf of the
defendant officers and directors. In addition, the Company has expended
$100,000 for legal fees on behalf of the plaintiff directors in December,
1998, and accrued $92,000 for contingent legal fees incurred by one of the
defendants, where Management has determined that indemnification by the
Company is probable. On or about March 25, 1998, the plaintiffs filed a
motion for the appointment of a temporary receiver. On June 5, 1998, the
Court ordered the appointment of a temporary receiver, but prior to the order
taking effect, the parties agreed to a stipulation pursuant to which Franklyn
H. Snitow, Esq., was appointed acting President and Chief Executive Officer
and acting ninth Board member during the pendency of the defendants' appeal
to the Appellate Division of the decision to appoint a receiver. Based on the
stipulation, the defendants' request to the Appellate Division for a stay
pending the appeal of the order appointing the receiver was granted. At a
duly convened meeting of the board of directors on June 22, 1998, the board
voted unanimously to elect Mr. Snitow as an acting director and to appoint
him acting president and chief executive officer pending the outcome of the
appeal. On January 12, 1999, the Appellate Division dismissed the appeal and
modified the lower court's order to continue Mr. Snitow's authority to
discharge his responsibilities as Acting President, Chief Executive Officer
and Director pending the underlying litigation. The Company is unable to
reasonably estimate the potential continued impact on the Company's financial
condition and results of operations from this lawsuit. The parties are
currently in agreement that future proceedings will be held in abeyance while
management is exploring the possible sale of the Company.

In August of 1998, the Company was informed that the United States Attorneys'
Office for the Southern District of Florida was conducting a criminal
investigation of certain activities at the Miami office of its Aviation
Safeguards Division. The investigation concerns the accuracy and completeness
of forms submitted in connection with Miami airport employee background
verifications. The Company is cooperating with the investigation and is
taking steps to ensure future compliance in all areas covered by the
investigation. The Company has also instructed its local counsel to represent
the Company in negotiations with the United States Attorneys' Office and is
exploring various options regarding a resolution to this matter. As of March
31, 1999, the Company has accrued $100,000 for loss contingencies in
connection with this matter.

The Company has been able to eliminate its cash overdraft (defined as
checks drawn in advance of future deposits) as of March 31, 1999, and has
positive working capital of $200,236 compared to negative working capital

<PAGE>

of $1,122,869 as of March 31, 1998. The cash overdraft and deficit in working
capital at March 31, 1998 were due primarily to the bankruptcy of a former
service agreement client, reductions in long-term debt and to finance
operating losses. The Company anticipates continued improvements in working
capital with improved operating results and reductions in long-term debt
service requirements. Although the cash overdraft has been eliminated as of
March 31, 1999, the Company still experiences periodic overdrafts due to the
timing of billings, collections and payroll dates.

The Company finances vehicle purchases typically over three years and
insurance through short-term borrowings. The Company has no additional lines
of credit other than discussed herein.

In the past, many computer software programs were written using two digits
rather than four digits to define the applicable year. As a result,
date-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This situation is generally referred to as the
"Year 2000 Issue." If such a situation occurs, computer-based information
systems will be faced with problems potentially affecting hardware, software,
networks and customer and vendor inter-dependencies. The effects of Year 2000
Issue may be experienced before, on or after January 1, 2000 and if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failures which could effect a Company's
ability to conduct normal business operations. The only Y2K problems that we
have encountered were in the General Ledger programs, which reside only on
the Company's headquarters mainframe system. This problem was corrected and
tested prior to April 15, 1999. We have not encountered any other problems
with regard to Year 2000 issues since the fixes were implemented.

Most of the Company's desktop PC's are less than three years old and will not
have a Y2K compatibility issue at all. There are minimal desktop PC's that are
older than three years, which may have a problem with sorting or searching
for documents that are stored on the hard drive. This potential problem will
not warrant purchasing replacement PC's.

As of April 15, 1999, the Company has completed the Year 2000 system
evaluation, testing and implementation and found that we are fully Year 2000
compliant.

The Company is in the process of determining its contingency plans which will
include identification of its most reasonably likely worst-case scenarios.
Once the Company receives replies to its third party inquiries, it will be in
a better position to evaluate the impact of reasonably likely worst-case
scenarios. Based on currently available information, given reasonably likely
worse-case scenarios, the Company's Year 2000 Issues and any potential
interruptions, costs, damages or losses related thereto, are not expected to
be material. The Company believes that its compliance efforts have and will
reduce the impact of such issues on the Company.

The Company has expended $27,900 through March 31, 1999, in connection
with outside consultants for services related to Year 2000 Issues. All such
expenditures have been charged to the Company's financial statement as an
expense. In the event the Company has any unanticipated equipment purchases
to replace non-compliant systems, these expenditures will be capitalized. Any
costs associated with replacement equipment are not expected to be material.
The Company has not tracked internal labor costs because the Company believes
these costs to be immaterial. The balance of internal labor costs associated
with Year 2000 compliance is also expected to be immaterial but there can be
no assurance that unanticipated costs will not be incurred.

Cautionary Statement

As provided for under the Private Securities Litigation Reform Act of 1995,
the Company wishes to caution shareholders and investors that the following

<PAGE>

important factors, among others, could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements in this
report.

1.       The Company's assumptions regarding projected results depend largely
         upon the Company's ability to retain substantially all of the
         Company's current clients. Retention is affected by several factors
         including but not limited to the quality of the services provided by
         the Company, the quality and pricing of comparable services offered
         by competitors, continuity of management and continuity of
         non-management personnel. There are several major national
         competitors with resources far greater than those of the Company
         which therefore have the ability to provide service, cost and
         compensation incentives to clients and employees which could result
         in the loss of such clients and/or employees.

2.       The Company's ability to realize its projections will be largely
         dependent upon its ability to maintain margins, which in turn will
         be determined in large part by management's control over costs. To a
         significant extent, certain costs are not within the control of
         management and margins may be adversely affected by such items as
         significant inflation, labor unrest, increased payroll and related
         costs and Year 2000 failures by third party vendors.

3.       Although management currently has no reasonable basis of information
         upon which to conclude that any significant service company client
         or security guard customers will default in payment for the services
         rendered by the Company, any such default by a significant client
         due to bankruptcy or otherwise, would have a material adverse impact
         on the Company's liquidity, results of operations and financial
         condition.

Additional detailed information concerning a number of factors that could
cause actual results to differ materially from the information contained
herein is readily available in the Company's most recent reports on Forms
10-K, 10-Q and 8-K and its current registration statement on Form S-3 and any
amendments thereto (all as filed with the Securities and Exchange Commission
from time to time).

               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See ITEM 14, "EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
    SCHEDULES, AND REPORTS ON FORM 8-K."

              ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                                    PART III

           ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     On or about December 4, 1997, an outside shareholder and four of the

<PAGE>

Company's directors commenced an action against the other four directors, the
Company's outside corporate and securities counsel and the Company itself in
a lawsuit characterized as a derivative action. Please refer to Item 3, Legal
Proceedings, above, for a more complete description of this action. The
Company's by-laws provide for a two-class Board of Directors. The first class
consists of directors Steven B. Sands, Peter T. Kikis, Lloyd H. Saunders, III
and Thomas P. Kikis. The second class consists of Franklyn H. Snitow, William
C. Vassell, Gordon Robinett, Peter J. Nekos and Gregory J. Miller. The terms
of the directors in the first class will expire at the annual meeting of
shareholders in 2000 or until their successors have been elected and
qualified. The terms of the directors in the second class will expire at the
annual meeting of shareholders in 1999 or until their successors are elected
and qualified. Although Mr. Snitow's term is controlled by the Company's
Bylaws, the directors have agreed that in conformance with the Appellate
Division's modification of the lower Court's order, Mr. Snitow will continue
in office and be renominated through the duration of the lawsuit referred to
above. He will also continue in office as Acting President and Chief
Executive Officer. Each director's term, with the exception of Mr. Snitow, is
for two years. A classified board makes it more difficult for shareholders to
change the majority of directors. Depending on the number of people in each
class it could take two (2) annual meetings to replace a majority of the
Board. This provision is applicable to every election of directors after the
initial classification.

     Each member of the Board, with the exception of Mr. Snitow, has entered
into a Shareholder Voting Agreement dated March 8, 1995, which was finally
revised on March 24, 1995, and thereafter amended on June 2, 1995 and on
September 22, 1997. It provides that each person then on the Board and a
party to the agreement will (i) vote all shares beneficially owned by him
(his "Shares") for the election to directorships of each of the other members
of the Board, (ii) refrain from voting any of his Shares for any action that
would result in the increase or decrease of the number of positions on the
Board or for the removal, without cause, of any member of the Board, and
(iii) in the event of death, resignation or removal of any director, vote all
of his Shares in favor of the election of the person designated as
replacement in accordance with the Shareholders Voting Agreement. The
validity of this Shareholder Voting Agreement is being litigated as part of
the lawsuit discussed in Item 3, Legal Proceedings.

      The provisions of the Agreement will make it more difficult for
Shareholders to replace the current directors. The Agreement provides that it
will remain in effect so long as the parties thereto continue to hold Shares.

     Simultaneously with the execution of the Shareholders Voting Agreement,
all of the persons then on the Board signed a Unanimous Written Consent which
provides for them to designate certain members of the Board as replacements
for any current director upon death, resignation, removal or inability to
serve. Messrs. Vassell, Nekos, Miller and Robinett were given the authority
to nominate their replacements; Messrs. Thomas Kikis, Sands and Saunders were
given the authority to nominate their replacements; and Mr. Peter Kikis was
given the authority to nominate his replacement. The Board members agreed
that their respective nominees of any replacements could be provided at a
later date.

      The following table provides information concerning each person who was
an executive officer or director of the Company as of March 31, 1999.

<PAGE>

Name                         Age      Title
----                         ---      -----
Franklyn H. Snitow           52       Acting President, CEO and Director

William C. Vassell           41       Chairman of the Board

Gordon Robinett              63       Vice Chairman of the Board

Gregory J. Miller            39       Director

Peter J. Nekos               71       Director

Peter T. Kikis               76       Director

Steven B. Sands              40       Director

Lloyd H. Saunders, III       45       Director

Thomas P. Kikis              38       Director

Eugene U. McDonald           49       Sr. Vice President--Operations

Debra M. Miller              44       Secretary

     Franklyn H. Snitow was elected Acting President, Chief Executive Officer
and Director by the Board at a meeting conducted on June 22, 1998. As
disclosed under Item 3, Legal Proceedings, above, Mr. Snitow's election was
the result of a stipulation entered into by the other eight members of the
Board of Directors pursuant to the derivative action commenced on or about
December 4, 1997. On January 12, 1999, the Appellate Division modified the
lower Court's order to continue Mr. Snitow's authority to discharge his
responsibilities as Acting President, Chief Executive Officer and Director
pending the underlying litigation. From 1993 through 1998, Mr. Snitow was a
partner in the law firm of Snitow & Pauley. On July 1, 1998 he became a
partner in the law firm of Snitow & Cunningham, LLP. Mr. Snitow is being
compensated at the rate of $300 per hour for services rendered to the
Company. He is reimbursed for any expenses incurred in connection with the
rendering of such services and is authorized to engage the services of others
at the expense of Command to assist in performance of his duties and
responsibilities. Mr. Snitow will be indemnified by the Company pursuant to
an Indemnification Agreement to the extend permitted in accordance with New
York law, the Company's Certificate of Incorporation and its Bylaws. Mr.
Snitow has been a director of Tofutti Brands, Inc. since 1990. Mr. Snitow
obtained a Bachelor of Arts Degree from American University in 1967 and a
Juris Doctor Degree from New York Law School in 1970.

     William C. Vassell has been Chairman of the Board since 1983. Mr.
Vassell had been Chairman of the Board, President and Chief Executive Officer
of the Company since 1983, when the Company repurchased the remaining 50% of
its then-outstanding common stock (he became a 50% owner of the Company in
1980). In connection with the acquisition of United, Mr. Vassell resigned as
President and Chief Executive Officer on February 24, 1995, and retained his
position as Chairman of the Board. He has been a director of the Company
since 1980, and has been a member of the Executive Committee since March
1995. Mr. Vassell is active in various industry and

<PAGE>

trade associations. He was twice Chairman of the Mid-Hudson Chapter of the
American Society for Industrial Security (the nationally recognized security
association), and he is a Certified Protection Professional within the
Society. He is also a director of the Associated Licensed Detectives of New
York State and a member of the Committee of National Security Companies.

     Gordon Robinett was appointed Vice Chairman of the Board of Directors on
February 24, 1995. He served as Treasurer of the Company from May, 1990 until
August 1, 1996 when Mr. Robinett and the Company agreed to mutually terminate
his employment. In August, 1997, Mr. Robinett was engaged as Acting Treasurer
until a replacement for the Company's former Chief Financial Officer, H.
Richard Dickinson was approved by the Board. He has been a director since
1990. From May 1989 to April 1990, Mr. Robinett was a consultant to Uniforce
Temporary Personnel, Inc., a publicly held national temporary personnel
agency and managed his personal investments. From 1968 to April 1989, he was
employed by Uniforce, initially as Controller and thereafter as Vice
President of Finance, Secretary and Treasurer, and he continues to serve as a
member of its Board of Directors. Mr. Robinett also is currently a director
of Comforce Corporation.

     Peter T. Kikis became a director of the Company on February 24, 1995 in
connection with the acquisition of United. He has also served as Chairman of
the Company's Executive Committee of the Board of Directors since March,
1995. He is a director of Deltec International S.A., the parent of Deltec
Development Corporation, the former subordinated debt lender to the Company.
Since 1950, Mr. Kikis has been the President and a principal in Spencer
Management Company, a real estate development and management company in New
York, New York. From 1972 to 1992, Mr. Kikis was Chairman of the Board of
Directors and a principal of McRoberts Protective Agency, a New York based
provider of security guard services. Mr. Kikis is the father of Thomas P.
Kikis who is also a director of the Company.

     Gregory James Miller has been a director of the Company since September
1992. Since 1987 he has served as General Counsel for Goldline Connectors,
Inc., a Connecticut-based electronics manufacturer, and sits on its board of
directors. Mr. Miller also serves "of counsel" to Benenson & Kates, in New
York, handling labor law and contract negotiations for security guard
clients, and has handled various legal matters for the Company since 1985.
Mr. Miller is currently employed by Goldline Connectors, Inc. He has a
Bachelors Degree from Kalamazoo College, and a Juris Doctor Degree from New
York Law School, where he was an Editor of the Journal of Human Rights. See
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

     Peter J. Nekos has been a director of the Company since March 1991. Mr.
Nekos is a certified public accountant. From July 1984 to June 1986 he was a
partner of Nekos & Kilduff, an accounting firm located in New Rochelle, New
York. He operated his own accounting firm in Mamaroneck, New York from July
1986 until September 1996. At present he operates in Valhalla, New York.

     Steven B. Sands was appointed to the Board on March 30, 1994, in
accordance with the provisions of an agreement with Sands Brothers executed
in connection with the Company's 1993 Private Placement. Mr. Sands is
Chairman of the Board of Sands Brothers & Co., Ltd., a Delaware corporation
registered as a broker-dealer.  Mr. Sands also has interests in certain

<PAGE>

entities which own the Company's stock. Mr. Sands is also currently on the
board of directors of the following publicly-traded companies: The Village
Green Bookstore, Inc.; and Semi-Conductor Packaging Materials, Inc.

     Lloyd H. Saunders, III, became a director of the Company on February 24,
1995, in connection with the acquisition of United. He is a managing director
at Sands Brothers and has been so since 1991. From 1989 to 1990, he was a
private investor and from 1986 to 1988 he was the Director of Corporate
Finance for Whale Securities, New York, New York.

     Thomas P. Kikis became a Director of the Company on September 22, 1997
in accordance with the terms of the Shareholders Voting Agreement entered
into by the Directors of the Company as of March 8, 1995. For the last six
years, Mr. Kikis' principal occupation has been president of Kikis Asset
Management located in New York, New York. In September, 1998, he formed
Arcadia Securities, LLC, a New York registered broker-dealer. Mr. Kikis is
the son of Mr. Peter T. Kikis who is also a director of the Company.

     Eugene U. McDonald has more than 26 years experience in the security
business. He joined the Company in October of 1992 as Vice President of
Corporate Services, and in 1995, he took over the position of Senior Vice
President-Operations. Mr. McDonald has held senior management positions with
Globe Security (1973-1990) and Burns International Security Services.
(1990-1992). He has extensive direct personal experience with the handling of
specialized security personnel for cleared facilities as evidenced by his
duties as Group Vice President of Energy Services for Globe Security. He is
active in the American Nuclear Society, Institute of Nuclear Materials
Management, American Society for Industrial Security and the Connecticut
Police Chiefs Association.

     Debra Miller has been employed by the Company since September 1983,
initially as Office Manager and, since March 1986, as Corporate Secretary.

     Based solely on a review of Forms 3, 4 and 5 and any amendments thereto,
and written representations to the Company with respect to the fiscal year
ended March 31, 1999, the Company is not aware of any person who, at any time
during the fiscal year ended March 31, 1999, was a director, officer or
beneficial owner of more than ten percent (10%) of the Company's common stock
and who failed to file reports required by Section 16(a) of the Securities
Exchange Act of 1934, as amended, during the fiscal year ended March 31,
1999, except that: Messrs. Sands and Saunders have not filed a Form 5 for the
fiscal year ended March 31, 1999.

                         ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth for the fiscal year ended March 31, 1999,
all plan and non-plan compensation paid to, earned by, or awarded to William
C. Vassell, Chairman of the Board, Gordon Robinett, Vice Chairman of the
Board and Former Treasurer, Eugene U. McDonald, Senior Vice President --
Operations, and Martin Blake, Senior Vice-President -- Aviation. No other
executive officer of the Company received total annual salary and bonus in
excess of $100,000 for the fiscal year ended March 31, 1999, and, therefore,
compensation for such other executive officers is not disclosed.

<PAGE>

<TABLE>

                   SUMMARY COMPENSATION TABLE

              FOR THE FISCAL YEAR ENDED March 31, 1999


<CAPTION>
                                                  Annual Compensation                           Long-Term Compensation

                                                                  Other Annual                Shares Underlying
Name and Principal            Fiscal Year Ended                   Salary                      Warrants          Shares Underlying
Position                      March 31           Annual Salary    Compensation     Bonus      Granted           Repriced Warrants
--------                      --------           -------------    -----------      -----      -------           -----------------
<S>                           <C>                <C>              <C>              <C>        <C>               <C>
William C. Vassell<F1>
Chairman of the Board
                              1997               $150,000         <F2>             0          0                 0
                              1998               $174,579         <F2>             0          0                 0
                              1999               $175,000         <F2>             0          0                 0

Gordon Robinett
Vice Chairman
of the Board and Former
Treasurer                     1997               $ 37,692         <F2>             0          0                 0
                              1998               $ 36,923         $52,500<F2><F4>  0          0                 227,500<F3>
                              1999               $ 60,000         $37,500<F2><F4>  0          0                 0

Eugene U. McDonald
Senior Vice President -
Operations                    1997               $105,270         <F2>             $10,000    0                 0
                              1998               $125,794         <F2>             $ 6,620    0                 0
                              1999               $112,116         <F2>             $38,016    0                 0

Martin Blake
Senior Vice President-
- Aviation                    1997               $100,000         <F2>             $22,500    0                 0
                              1998               $100,000         <F2>             $15,000    0                 0
                              1999               $114,539         <F2>             $64,384    0                 0


<FN>

<F1> As of May 31, 1999, Mr. Vassell held a total of 981,000 shares of the Company's common stock.

<F2> All perquisites and other personal benefits, securities or property do
     not exceed 10% of the total annual salary and bonus of the executive officer.

<F3> Includes repricing of the: 107,500 shares issued on January 19, 1991,
     with exercise price at market value of $5.00, reduced to market value of
     $3.25 as of August 16, 1993 and reduced on July 15, 1996 to $2.50; 60,000
     shares issued on April 8, 1991, with exercise price at market value of
     $3.375, reduced to market value of $3.25 as of August 16, 1993 and reduced on
     July 5, 1996 to $2.50; and 60,000 shares issued on May 15, 1992, with
     exercise price at market value of $3.88, reduced to market value of $3.25 as
     of August 16, 1993 and reduced on July 15, 1996 to $2.50.

<F4> Mr. Robinett received $37,500 under his termination agreement.

</FN>
</TABLE>

<PAGE>

Stock Options/Warrants

      The Company did not grant any stock options or warrants during the
fiscal year ending March 31, 1999 to the Company's chief executive officer or
to any of the Company's executive officers whose total annual salary and
bonus exceeded $100,000. There were no tandem or free standing stock
appreciation rights granted to any person during the fiscal year ending March
31, 1999.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

     The Company's Compensation Committee is intended to make all
recommendations to the Board related to compensation issues with respect to
executive officers. It is comprised of William C. Vassell, Peter T. Kikis and
Steven B. Sands. While Mr. Vassell will participate in decisions relating to
compensation for executive officers, he will not vote on matters relating to
his own compensation. Likewise, none of the directors or executive officers
serve on the compensation committee of any other entity with the exception of
Gorden Robinett, who serves on the compensation committee of Uniforce
Temporary Personnel, Inc. None of the other members of the Company's Board of
Directors is an officer, director or employee of Uniforce Temporary
Personnel, Inc.

     On February 24, 1995 in connection with the acquisition of United, the
Company entered into a subordinated loan agreement with Deltec Development
Corporation, a subsidiary of Deltec International S.A. Peter T. Kikis, a
director of the Company, is a director of Deltec International S.A. The
original principal balance of the loan was $1,500,000 payable over four years
at 14% interest. This loan has been satisfied. The $1.5 million of
subordinated secured indebtedness was repaid in full on or about March 1,
1999.

     Steven B. Sands is Chairman of Sands Brothers & Co., Ltd. ("Sands
Brothers") a broker-dealer and investment banking firm with which the Company
has entered into numerous agreements. Sands Brothers was engaged as private
placement agent in connection with the Company's 1993 and 1995 private
placements.

Employment Agreements and Warrants and Termination of Employment and Change of
Control Agreements.

     The Company has entered into an engagement letter and an indemnification
agreement with Mr. Snitow. In accordance with the engagement letter, Mr.
Snitow shall be compensated at the rate of $300.00 per hour, plus
reimburseable expenses, based on his hourly billing to the Company. The
indemnification agreement between the Company and Mr. Snitow provides for the
maximum indemnification permitted under New York law, and the Company's
Certificate of Incorporation and By-Laws. The inclusion of the foregoing
information is intended to comply with Section 725(d) of the New York
Business Corporation Law.

<PAGE>

     The Company has entered into employment agreements with Messrs. Vassell
and Robinett. These agreements were amended in April of 1991 and were amended
and restated in June of 1991. In September 1992, the terms of these
agreements were extended for two years to July 19, 1996, and were further
amended as of February 24, 1995, to extend the terms to July 19, 2000. Mr.
Robinett's employment agreement terminated on July 19, 1996. Following the
resignation in August of 1997 of H. Richard Dickinson, the Company's former
Chief Financial Officer and Executive Vice President, Mr. Robinett was
engaged on a per diem proration of his prior employment agreement to
temporarily perform the functions of Mr. Dickinson until a replacement was
approved by the Board. Mr. Robinett works an average of three days per week
and is compensated therefor at the rate of $385 per day.  See Item 13.
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS".

     Pursuant to his employment agreement, as amended as of February 24,
1995, Mr. Vassell serves as Chairman of the Board of the Company and received
an annual salary of $175,000 in fiscal years ended March 31, 1998 and March
31, 1999. The Board has determined that as of April 1, 1999, Mr. Vassell's
salary shall be $150,000 annually. Mr. Vassell is also entitled to an annual
bonus equal to 5% of the Company's pre-tax profit for each fiscal year
exclusive of (a) capital gains and losses; (b) the annual bonus; and (c)
federal state and local income and franchise taxes for that year ("Pre-Tax
Operating Profit") from $.5 million to $1.0 million, and 2% of all Pre-Tax
Operating Profit in excess of $1.0 million. Mr. Vassell is provided with the
use of a Company-owned automobile and reimbursement for automobile insurance
and operating expenses. Also pursuant to the employment agreement, Mr.
Vassell was awarded a warrant to purchase 175,000 shares of Common Stock at a
price of $3.375 per share, exercisable on or after March 31, 1992. The
warrant expired in April, 1998. In addition, Mr. Vassell received a warrant
to purchase 125,000 shares of Common Stock at a price of $3.25 per share,
exercisable on or after May 15, 1992. This warrant expired in May, 1999.

     Mr. Robinett's former employment agreement provided a non-qualified,
non-forfeitable five-year stock option to purchase 107,500 shares at a price
of $5.00 per share, a warrant to Purchase 60,000 shares at a price of $3.375
per share and a five-year warrant to purchase 75,000 shares at a price of
$6.00 per share. The 75,000 share warrant was canceled as a result of certain
financial goals not being met for the fiscal year ended March 31, 1992.

     In May, 1992 in recognition of sales and profit achievements for fiscal
year 1992, the Board of Directors issued to Mr. Vassell a five-year warrant
to purchase 125,000 shares at an exercise price of $3.88 per share and issued
to Mr. Robinett a five-year warrant to purchase 60,000 shares at an exercise
price of $3.88 per share. Also in May 1992, as an incentive for outside
directors, the Board of Directors issued to Peter J. Nekos a five-year
warrant to purchase 10,000 shares at an exercise price of $3.88 per share.
The exercise price of the foregoing warrants was the market value on the date
of grant. Mr. Vassell's five-year warrant to purchase 125,000 shares expired
in May, 1999.  Mr. Nekos' five-year warrant to purchase 10,000 shares expired
in May, 1999.

     In recognition of certain voluntary salary reductions by Messrs. Vassell
and Robinett during 1993, and the contributions of Mr. Nekos, the Board of
Directors authorized the extension of Mr. Robinett's option and all of
Messrs. Vassell's, Robinett's and Nekos' outstanding warrants by two years
and the adjustment of the exercise prices under all of their warrants and
options to $3.25, the fair market value of the Company's stock as of August
16, 1993 (the date of the extension).

<PAGE>

     In September of 1992, the Company entered into a Compensation
Continuation Agreement with Mr. Vassell in consideration of his agreement to
extend the term of his employment for two years. This Agreement provides
that, if, within specified periods of a Change of Control of the Company (as
defined in the Agreement) Mr. Vassell's employment is terminated by the
Company without Cause (as defined in said Agreement), or if Mr. Vassell
terminates his employment for Good Reason (as defined in the Agreement), Mr.
Vassell will be paid 2.99 times the greater of his annual compensation as in
effect on the date of the Agreement or the highest annual compensation for
any of the three years preceding the termination. All awards previously
granted under any performance incentive plan, the actual payment of which may
be deferred, will be vested as a result of the Change of Control and all
options and warrants held by Mr. Vassell will become immediately exercisable.
Currently, the aggregate amount payable to Mr. Vassell upon his termination
in the event of a change in control would be 2.99 times his total
compensation of approximately $175,000 for the fiscal year ended March 31,
1999, or approximately $525,000.

     Other than pursuant to the Employment Agreement and the Compensation
Continuation Agreement for Mr. Vassell (see "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS"), there is no compensation plan or arrangement for the
benefit of any person named in the Summary Compensation Table that would
result from the resignation, retirement or other termination of such person's
employment.

     Other than the compensation described above, there are no long-term
incentive plans for the persons named in the Summary Compensation Table.
Furthermore, the Company does not have a pension plan.

Board of Directors Compensation

     No executive officer receives any additional compensation for serving as
a director, except in the case of Mr. Snitow who is compensated at the rate
of $300 per hour in accordance with the engagement letter referenced above in
this Item 11. Directors who are not employees of the Company, and excluding
Mr. Snitow, receive a meeting fee of $1,000 for each meeting attended, and
all directors are reimbursed for expenses incurred in attending Board
meetings. With the exception of Gregory J. Miller and Peter T. Kikis, no
other directors who are not also executive officers received any plan or
non-plan compensation from the Company during the last three fiscal years.

     On April 30, 1997, the Board voted to pay Mr. Peter Kikis $2,500 per
month starting as of April 1, 1996 in recognition of his successfully
negotiating certain matters on the Company's behalf and for his continuing
contributions to the Company, particularly in his capacity as chairman of the
Executive Committee of the Board of Directors.

     During the fiscal year 1999, Mr. Miller performed miscellaneous legal
services on behalf of the Company and was compensated therefor in an amount
approximating $2,400.

<PAGE>

     In May 1992, as an incentive for outside directors, the Board of
Directors issued to Peter J. Nekos a five-year warrant to purchase 10,000
shares at an initial exercise price of $3.88 per share, the market value on
the date of grant. In recognition of Mr. Nekos' contributions to the Company,
in August 1993 the Board of Directors authorized the extension of Mr. Nekos'
outstanding warrants by two years and reduced the purchase price to $3.25 per
share, the fair market value on the date of the extension. These warrants
expired in May, 1999. In October 1996 the Board of Directors granted Messrs.
Nekos and Miller five-year warrants for 10,000 shares with a purchase price
of $1.875 per share, the fair market value at the time of issuance. On that
same date the Board granted to Mr. Peter Kikis a warrant for 150,000 shares,
also with a purchase price of $1.875 per share, the fair market value at the
time of issuance.

Limited Directors' Liability

     Pursuant to the New York Business Corporation Law, the Company's
certificate of incorporation, as amended, eliminates to the fullest extent of
such Law the liability of the Company's Directors, acting in such capacity,
for monetary damages if they should fail through negligence or gross
negligence to satisfy their duty of exercising proper business judgment in
discharging their duties, but not for acts or omissions in bad faith, or
involving intentional misconduct or amounting to a knowing violation of law
or under other limited circumstances.

                     ITEM 12. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the number
and percentage of common stock (being the Company's only voting securities)
beneficially owned by (i) each person who owns of record (or is known by the
Company to own beneficially) 5% or more of the Company's common stock or as
to which he has the right to acquire within 60 days of May 31, 1999, (ii)
each director and executive officer and (iii) all of said beneficial owners,
officers and directors as a group, as of May 31, 1999. The address for each
director and executive officer is the Company's principal office at Lexington
Park, Route 55, Lagrangeville, New York 12540.

     Other than as set forth in the following table or pursuant to the
Shareholders Voting Agreement, the Company is not aware of any person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934) who owns more than 5% of the common stock of
the Company.

<TABLE>
<CAPTION>
                          Amount and
                          Nature of
                          Beneficial
Name                      Ownership<F1>      Percent of Class<F11>
----                      -------------      ---------------------

<S>                       <C>                <C>
William C. Vassell        981,000            12.3%

Steven B. Sands/          949,912<F2>        11.9%
Sands Brothers &
Co., Ltd.

<PAGE>

101 Park Avenue
New York, NY

Franklyn H. Snitow        0                  <F11>

Gordon Robinett           262,500<F3>        3.3%

Peter T. Kikis            371,332<F4>        4.6%

Peter Nekos               12,500<F5>         <F11>

Debra Miller              17,600<F6>         <F11>

Lloyd H. Saunders, III    500                <F11>

Gregory J. Miller         10,000<F7>         <F11>

Thomas P. Kikis           640,795<F8>        8.0%

Eugene U. McDonald        16,250<F9>         <F11>

All Officers and          2,891,057          36.2%
Directors as a Group      <F2><F3><F4>
(11 Persons)              <F5><F6><F7>
                          <F8><F9>

<FN>

<F1>  The Company has been advised that all individuals listed above, except
      Steven B. Sands (see Note (2), below) and Peter T. Kikis (see Note (4), and
      (8) below) have the sole power to vote and dispose of the number of shares
      set forth opposite their names.

<F2>  Includes 924,412 shares (824,412 shares of which are issuable upon
      conversion of shares of the Company's Series A Preferred Stock) owned by
      Katie and Adam Bridge Partners, L.P. Mr. Sands may be deemed to control the
      corporate general partner of this entity. Also includes 25,000 shares owned
      by Owl-Partners, L.P. Mr. Sands may be deemed to control the corporate
      general partner of this entity. Does not include 192,550 shares owned by
      partnerships in which an affiliate of Sands Brothers & Co., Ltd., other than
      Mr. Sands, may be deemed to be the beneficial owner. Mr. Sands is the Co-
      Chairman and Chief Executive Officer of Sands Brothers & Co., Ltd. On March
      30, 1994, Mr. Sands was elected to the Company's Board. See "CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS." The above information was provided
      to the Company by Mr. Sands.

<F3>  Includes 107,500 shares underlying presently exercisable non-qualified
      stock options and 120,000 shares underlying warrants that are currently
      exercisable.

<F4>  Includes 150,000 shares underlying warrants currently exercisable,
      108,832 shares issuable upon conversion of Series A Preferred Stock.

<F5>  Includes 10,000 shares underlying options currently exercisable.

<PAGE>


<F6>  Includes 17,500 shares underlying options currently exercisable.

<F7>  Includes 10,000 shares underlying warrants currently exercisable.

<F8>  A schedule 13D filed by Thomas P. Kikis, President of Kikis Asset
      Management Corporation (KAMC), filed with the Commission on or about March
      12, 1998, indicates that these shares are beneficially owned by KAMC on
      behalf of its clients: Peter T. Kikis, 285,306 shares; and Thomas P. Kikis,
      136,653 shares. Of the 285,306 shares owned beneficially by Peter T. Kikis,
      162,000 are issuable on exercise of currently exercisable warrants held by
      him and 93,306 are issuable on conversion of shares of Series A Preferred
      Stock held by him which are currently convertible. Of the 136,653 shares
      owned beneficially by Thomas P. Kikis, 46,653 are issuable on conversion of
      shares of the Series A Preferred Stock held by him which are currently
      convertible. KAMC, as investment advisor to its advisory clients, has sole
      voting power and dispositive power over all 677,559 shares. Such power is
      exercised by Thomas P. Kikis. Notwithstanding the above disclosures, as a
      result of certain transactions and preferred stock dividends, the Company
      believes that the shares beneficially owned by KAMC on behalf of its clients
      are as follows: Peter T. Kikis, 371,332 shares; and Thomas P. Kikis, 199,463
      shares. Of the 371,332 shares owned beneficially by Peter T. Kikis, 150,000
      are issuable on exercise of currently exercisable warrants held by him and
      108,832 are issuable on conversion of shares of Series A Preferred Stock held
      by him which are currently convertible. Of the 199,463 shares owned
      beneficially by Thomas P. Kikis, 54,416 are issuable on conversion of shares
      of the Series A Preferred Stock held by him which are currently convertible.
      KAMC, as investment advisor to its advisory clients, has sole voting power
      and dispositive power over all 570,795 shares. Thomas P. Kikis is a principal
      of Acadia Securities, LLC which beneficially owns 70,000 shares on behalf of
      its clients.

<F9>  Includes 15,000 shares underlying options currently exercisable.

<F10> Percent of class for each shareholder is calculated as if all options
      and warrants included in the table for such shareholder are outstanding. The
      number of outstanding shares of common stock is 6,658,143. The percent of
      class for all executive officers and directors as a group is calculated as if
      all options and warrants held by any shareholders included in the group are
      outstanding. The denominator for the group calculation is 7,993,803.

<F11> Less than 1 percent.

</FN>
</TABLE>

                       ITEM 13. CERTAIN RELATIONSHIPS AND
                              RELATED TRANSACTIONS

     A description of the engagement letter and indemnification agreement
between the Company and Franklyn H. Snitow, acting president and director of
the Company is found in Item 11 herein.

     Gregory J. Miller has been a director of the Company since 1992. Mr.
Miller is general counsel for Goldline Connectors, Inc. and has rendered
legal services to the Company during his tenure as a director. Mr. Miller has
rendered legal services in connection with various litigation and contractual
matters during the last three fiscal years. During each of the last three
fiscal years, payments to Mr. Miller for legal services were minimal. It is
expected that Mr. Miller will continue to render minimal legal services to
the Company from time to time. Management believes that the terms of the

<PAGE>

various transactions between the Company and Mr. Miller were as favorable as
those which might have been obtained from an unaffiliated party.

     Peter T. Kikis became a director of the Company on February 24, 1995, in
connection with the acquisition of United. Mr. Kikis is a director of Deltec
International, S.A., of which Deltec Development Corporation ("Deltec"), the
former lender of the Company's $1.5 million subordinated secured indebtedness
obtained in connection with the United acquisition, is an indirect,
wholly-owned subsidiary. The terms of the loan agreement provide for interest
at the rate of 14% per annum and 16 equal quarterly payments of principal.
The $1.5 million of subordinated secured indebtedness was repaid in full on
or about March 1, 1999.

     Deltec received a financing fee of $180,000 in connection with the loan
to help defray certain costs, including legals fees, associated with the
transaction. Deltec also purchased 3,000 shares of the Company's Series A
Convertible Preferred Stock at $165 per share. Management believes that the
terms of the various transactions between the Company and Deltec were as
favorable as those which might have been obtained from an unaffiliated party.

     Gordon Robinett, a member of the Company's Board of Directors and former
Treasurer, entered into a Covenant Not to Compete with the Company on July
23, 1996 in connection with his termination of employment with the Company.
Under that agreement, the Company is to make periodic payments to Mr.
Robinett over four years totalling $180,000, the exercise price of Mr.
Robinett's options and warrants was reduced to $2.50, and an expiration date
was fixed at July 19, 2000. In return, Mr. Robinett is prohibited from
directly or indirectly competing with the Company until July 19, 2000. In
August of 1997, Mr. Robinett was engaged by the Company on a per diem
proration of his prior employment agreement to temporarily perform the
functions of Mr. Dickinson until a replacement was approved by the Board. Mr.
Robinett works an average of three days per week and is compensated therefor
at the rate of $385 per day.

<PAGE>

                                    PART IV

          ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
                        SCHEDULES AND REPORTS ON FORM 8-K

(A)(1) Financial statements filed as part of this report:

                                                                  Page
                                                                  ----

   Report of Independent Accountants                              F-1

   Balance Sheets - March 31, 1999 and 1998                       F-2

   Statements of Operations - Years Ended                         F-3
     March 31, 1999, 1998, and 1997

   Statements of Changes in Stockholders'                         F-4
     Equity - Years Ended March 31, 1999, 1998, and 1997

   Statements of Cash Flows - Years Ended                         F-5 - F-7
     March 31, 1999, 1998, and 1997

   Notes to Financial Statements                                  F-8 - F-22

   (2) Financial statement schedule filed as part of this report:

   Valuation and qualifying accounts - years ended                F-23
     March 31, 1999, 1998, 1997****

      All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements and notes thereto.

<PAGE>

3.1    Amended & Restated Articles     Incorporated by reference to Exhibit
       of Incorporation                3.3 of the form 10-K for the fiscal year
                                       ending March 31, 1993 (the "1993 10-K")

3.2    By-Laws                         Incorporated by reference to Exhibit
                                       3.3 of the Form 10-K for the
                                       fiscal year ended March 31, 1991 (the
                                       "1991 10-K")

3.3    Amendments to By-Laws           Incorporated by reference to Exhibit 3.3
                                       of the Form 10-K/A for the fiscal year
                                       ended March 31, 1994 (the "1994 10-K/A")

3.4    Certificate of Amendment of     Incorporated by reference to Exhibit 3.4
       Certificate of                  of the Eighth Amendment to the
       Incorporation                   Registration Statement filed on Form
                                       S-1, File No. 33-75336 (the "S-1").

4.1    Specimen Stock Certificate      Incorporated by reference to Exhibit
                                       4.A to amendment #1 to Registrant's
                                       Registration Statement on Form S-18,
                                       file number 33, 35007-NY (the "S-18")

4.2    Reclassified as Exhibit
       10.37

4.3    Reclassified as Exhibit
       10.38

4.4    Reclassified as Exhibit
       10.39

4.5    Reclassified as Exhibit
       10.40

4.6    Warrant (50,000) to the CIT     Incorporated by reference to Exhibit 4.2
       Group/Credit Finance            of the Form 8-K filed on March 13, 1996.

4.7    Specimen Series A Preferred     Incorporated by reference to Exhibit 4.2
       Stock Certificate               of the Third Amendment to the S-1.

10.1   Form of Amendment to            Incorporated by reference to Exhibit
       Employment Agreement for        10.1 of the 10-K for the fiscal year
       William C. Vassell dated        ended March 31, 1992 (the "1992 10-K")
       April 8, 1991

10.2   Amended and Restated            Incorporated by reference to Exhibit
       Employment Agreement for        10.3 of the 1992 10-K
       William C. Vassell dated
       June 18, 1991

10.3   Amendment #1 to Amended &       Incorporated by reference to Exhibit
       Restated Employment             10.5 to the 1993 10-K
       Agreement for William C.
       Vassell dated September 25,
       1992

<PAGE>

10.4   Form of Amendment to            Incorporated by reference to Exhibit
       Employment Agreement for        10.2 of the 1992 10-K
       Gordon Robinett dated
       April 8, 1991

10.5   Amended and Restated            Incorporated by reference to Exhibit
       Employment Agreement for        10.4 of the 1992 10-K
       Gordon Robinett dated
       June 18, 1991

10.6   Amendment #1 to Amended         Incorporated by reference to Exhibit &
       Restated Employment             10.6 of the 1993 10-K
       Agreement for Gordon
       Robinett dated September 25,
       1992

10.7   Form of Warrant Agreement       Incorporated by reference to Exhibit
       and Warrant for William C.      10.3 of the 1991 10-K
       Vassell (175,000 shares)
       and Gordon Robinett
       (60,000 shares)

10.8   Form of Warrant Agreement       Incorporated by reference to Exhibit
       dated May 15, 1992              10.7 to the 1992 10-K
       for William C. Vassell
       (125,000 shares), Gordon
       Robinett (60,000 shares)
       and Peter J. Nekos (10,000
       shares)

10.9   Compensation Continuation       Incorporated by reference to Exhibit
       Agreement for William           10.9 of the 1993 10-K
       C. Vassell dated September
       25, 1992

10.10  Consulting Agreement with       Incorporated by reference to Exhibit
       Robert Ellin dated              10.10 of the 1992 10-K
       December 2, 1992

10.11  Warrant Agreement for           Incorporated by reference to Exhibit
       William C. Vassell              10.16 of the Form 10-K for fiscal year
       (500,000)                       ended March 31, 1994 (the "1994 10-K")

10.12  Franchise Offering              Incorporated by reference to Exhibit
       Prospectus dated                10.11 of the 1993 10-K
       December 1, 1992

10.13  Warrant Agreement and           Incorporated by reference to Exhibit 4.B
       Warrant for Stuart James        of S-18
       Company, Inc.

10.14  Form of Second Amendment to     Incorporated by reference to Exhibit
       May 15, 1992 Warrant            10.13 in 1994 10-K
       Agreement and Warrant
       Certificate for William
       C. Vassell and Gordon Robinett

<PAGE>

10.15  Form of Third Amendment to      Incorporated by reference to Exhibit
       April 8, 1991 Warrant           10.14 in the 1994 10-K
       Agreement and Warrant
       Certificate for William C.
       Vassell and Gordon Robinett

10.16  Form of Third Amendment to      Incorporated by reference to Exhibit
       May 15, 1992 Warrant Agreement  10.15 in the 1994 10-K
       and Warrant Certificate for
       William C. Vassell and Gordon
       Robinett

10.17  Placement Agent Agreement       Incorporated by reference to Exhibit 1.1
                                       of the Form 8-K filed October 17, 1993

10.18  Registration Agreement          Incorporated by reference to Exhibit 4.1
                                       to the Form 8-K filed October 17, 1993

10.19  Form of Warrant for Private     Incorporated by reference to Exhibit
       Placement                       4.2 to the Form 8-K filed October 27,
                                       1993

10.20  Warrant Agreement               Incorporated by reference to Exhibit
       (Placement Agreement)           4.3 to the Form 8-K filed October 27,
                                       1993

10.21  William C. Vassell Indemnity    Incorporated by reference to Exhibit
       Agreement                       10.17 of the 1994 10-K

10.22  Plan of Acquisition,            Incorporated by reference to Exhibit
       Reorganization, Liquidation     2 of the Form 8-K filed October 27, 1993
       or Succession of ISS
       International Service
       Systems, Inc.

10.23  Amendment to ISS Purchase       Incorporated by reference to Exhibit
       Agreement                       10.23 of the 1994 10-K/A

10.24  Plan of Acquisition,            Incorporated by reference to Exhibit
       Reorganization, Liquidation     2 of the Form 8-K filed November 12,
       or Succession of Madison        1993

10.25  Purchase and Sale Agreement     Incorporated by reference to Exhibit
       dated February 24, 1996, for    2.1 of the Form 8-K filed March 24, 1996
       the acquisition of United
       Security Group Inc.

10.26  Placement Agent Agreement       Incorporated by reference to Exhibit
       dated February 24, 1996,        10.26 to the Third Amendment to the
       between the Company and         Form S-1.
       Sands Brothers & Co., Ltd.
       with Amendment as of
       March 24, 1996

10.27  Shareholders Voting Agreement   Incorporated by reference to Exhibit
       dated March 8, 1996, by all     10.27 of the Third Amendment to the S-1
       directors in their capacities
       as Shareholders

<PAGE>

10.28  Amendment No. 2 to Amended and  Incorporated by reference to Exhibit
       Restated Employment Agreement   10.28 of the Third Amendment to the S-1
       for William C. Vassell dated
       February 24, 1996

10.29  Amendment No. 2 to Amended and  Incorporated by reference to Exhibit
       Restated Employment Agreement   10.29 of the Third Amendment to the S-1
       for Gordon Robinett dated
       February 24, 1996

10.31  Form of Warrant (250,000) to    Incorporated by reference to Exhibit
       Sands Brothers & Co., Ltd.      10.31 of the Third Amendment to the S-1

10.32  Warrant Reduction Agreement     Incorporated by reference to Exhibit
       (275,000) William C. Vassell    10.32 of the Third Amendment to the S-1

10.34  Loan and Security Agreement     Incorporated by reference to Exhibit
       with CIT Group/Credit Finance,  4.7 of the Third Amendment to the S-1
       Inc.

10.35  Term Loan Agreement with        Incorporated by reference to Exhibit
       Deltec Development Corp.        4.8 of the Third Amendment to the S-1

10.36  Promissory Note to William C.   Incorporated by reference to Exhibit
       Vassell ($85,000) dated August  10.36 of the form 10-K for the fiscal
       22, 1994                         year ending March 31, 1995 (the
                                       "1995 10-K")

10.37  Notes Payable - ISS             Incorporated by reference as Exhibit
                                       4.2 to the 1994 10-K/A

10.38  Bank Note - September 1, 1992   Incorporated by reference as Exhibit
       maturity                        4.2 to the l994 l0-K/A

10.39  Bank Note - November 1, 1997    Incorporated by reference as Exhibit
       maturity                        4.4 of the 1994 10-K/A

10.40  Mehlich Notes                   Incorporated by reference as Exhibit
                                       4.5 of the 1994 10-K/A

11.00  Computation of Income Per       Incorporated by reference to Exhibit
       Share of Common Stock           11 annexed to Financial Statements.

27.00  Financial Data Schedule         E-1

99.2   Placement Agent Agreement       Incorporated by reference to Exhibit
       dated February 24, 1995         1.1 to the Form 8-K/A dated
                                       February 24, 1995

99.3   Amendment to Exhibit C to the   Incorporated by reference to Exhibit
       Placement Agent Agreement       1.2 to the Form 8-K dated March 24, 1995
       dated March 24, 1995

<PAGE>

99.4   Agreement with John B.          Incorporated by reference to Exhibit
       Goldsborough                    99.3 to the Fourth Amendment to the S-1

99.5   Warrant Standstill Agreement    Incorporated by reference to Exhibit
       from William C. Vassell         99.4 to the Fourth Amendment to the S-1

99.6   Shareholders Voting Agreement   Incorporated by reference to Exhibit
       dated March 8, 1995             99 to the Form 8-K dated March 24, 1995

99.7   Letter to Company from          Incorporated by reference to Exhibit
       D'Arcangelo & Co. L.L.P.        99.7 to the Form 8-K dated February 9,
       dated February 28, 1994.        1996

99.8   Letter to Company from          Incorporated by reference to Exhibit
       Coopers & Lybrand L.L.P.        99.8 to the Form 8-K dated February 9,
       dated February 7, 1996          1996.
       confirming  termination
       of engagement.

99.9   Letter to Company from          Incorporated by reference to Exhibit
       Coopers & Lybrand,L.L.P.        99.9 to the Form 8-K dated February 9,
       dated February 9, 1996.         1996.

99.10  Letter (revised) to Commission  Incorporated by reference to Exhibit
       from Coopers & Lybrand L.L.P.   99.10 to the Form 8-K/A filed March 11,
       dated March 8, 1996.            1996.

99.11  Press Release dated June 25,    Incorporated by reference to Exhibit
       1997 re: FYE 1997 results       99.11 to the 1997 10-K.

99.12  Press Release dated             E-2
       June 29, 1999

(b)   Reports on Form 8-K

        (i) Report on Form 8-K dated April 16, 1996 Item 7 (c) - Exhibit
            Press release dated April 15, 1996

       (ii) Report on Form 8-K dated September 10, 1996 Item 7(c) - Exhibits
            Press release dated August 19, 1996 Press release dated September
            05, 1996 Press release dated September 09, 1996

      (iii) Report on Form 8-K dated September 26, 1996 Item 7(c) - Exhibit
            Press release dated September 17, 1996

       (iv) Report on Form 8-K dated November 13, 1996 Item 7(c) - Exhibits
            Press release dated October 23, 1996 Press release dated November
            06, 1996

        (v) Report on Form 8-K dated November 19, 1996 Item 7(c) - Exhibit
            Press release dated November 13, 1996

<PAGE>

       (vi) Report on Form 8-K dated February 14, 1997 Item 7(c) - Exhibits
            Press release dated February 07, 1997 Press release dated
            February 10, 1997

      (vii) Report on Form 8-K dated August 15, 1997 Item 7(c) - Exhibits
            Press release dated August 11, 1997

     (viii) Report on Form 8-K dated September 11, 1997 Item 7(c) - Exhibits
            Press release dated September 10, 1997

       (ix) Report on Form 8-K dated November 19, 1997 Item 7(c) - Exhibits
            Press release dated November 19, 1997

        (x) Report on Form 8-K dated December 18, 1997 Item 5

       (xi) Report on Form 8-K dated July 8, 1998 (item 7(c) - Exhibits Press
            release dated July 7, 1998.

      (xii) Report on Form 8-K dated July 29, 1998 Item 7(c) - Exhibits Press
            release dated July 17, 1998.

     (xiii) Report on Form 8-K dated September 15, 1998 Item 7(c) Press
            release dated August 17, 1998.

      (xiv) Report on Form 8-K dated December 1, 1998 Item 7(c) Press
            release dated November 30, 1998.

<PAGE>

                                SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                               COMMAND SECURITY CORPORATION

                                  By:/s/ Franklyn H. Snitow
                                  --------------------------------------------
                                  Franklyn H. Snitow
                                  Acting President and Chief Executive Officer

Date:  June 28, 1999

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATE INDICATED.


/s/ Franklyn H. Snitow        Acting Director, Acting           June 28, 1999
----------------------------- President and Chief Executive
Franklyn H. Snitow            Officer


/s/ William C. Vassell        Chairman of the                   June 28, 1999
----------------------------- Board and Director
William C. Vassell


/s/ Gordon Robinett           Vice Chairman of the              June 28, 1999
----------------------------- Board and Director
Gordon Robinett


/s/ Peter T. Kikis            Director                          June 28, 1999
-----------------------------
Peter T. Kikis


/s/ Peter J. Nekos            Director                          June 28, 1999
-----------------------------
Peter J. Nekos


/s/ Gregory J. Miller         Director                          June 28, 1999
-----------------------------
Gregory J. Miller

<PAGE>

                              Director                          June __, 1999
-----------------------------
Steven B. Sands


                              Director                          June __, 1999
-----------------------------
Lloyd H. Saunders, III


/s/ Thomas P. Kikis           Director                          June 28, 1999
-----------------------------
Thomas P. Kikis


The Registrant has not sent an annual report or proxy material to its
shareholders for 1999. The Registrant intends to send an annual report and
proxy material to its shareholders subsequent to the date hereof in
connection with its 1999 annual meeting to be conducted later this year.

<PAGE>

                                   CONTENTS



                                                             Page No.

INDEPENDENT AUDITOR'S REPORT                                 F-1



FINANCIAL STATEMENTS

Balance sheets                                               F-2

Statements of operations                                     F-3

Statements of changes in stockholders' equity                F-4

Statements of cash flows                                     F-5 - F-7

Notes to financial statements                                F-8 - F-22



FINANCIAL STATEMENT SCHEDULE

Valuation and qualifying accounts                            F-23

<PAGE>

Independent Auditor's Report
on the Financial Statements

To the Board of Directors
  and Stockholders of
Command Security Corporation

We have audited the financial statements and financial statement schedule of
Command Security Corporation listed in item 14(a) of this Form 10-K as of
March 31, 1999 and 1998, and for each of the three years in the period ended
March 31, 1999. These financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule 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 examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Command Security Corporation
as of March 31, 1999 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended March 31, 1999, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information required to be included
therein.




/s/ D'Arcangelo & Co., LLP













June 10, 1999
Poughkeepsie, New York


                                                                            F1

<PAGE>

<TABLE>

Command Security Corporation

Balance Sheets
March 31, 1999 and 1998

<CAPTION>

<S>                                                                                         <C>                    <C>>
ASSETS                                                                                      1999                   1998
Current assets:
   Cash and cash equivalents                                                                $   122,470            $       -0-
   Accounts receivable from guard service customers, less allowance for
     doubtful accounts of $492,372 and $414,851, respectively                                 8,693,441              8,877,428
   Accounts receivable from service contract customers, less allowance for
     doubtful accounts of $208,953 and $301,496, respectively                                 2,767,439              2,628,838
   Prepaid expenses                                                                             396,227                493,870
   Notes receivable, current maturities, less allowance for doubtful
     accounts of $267,790 and $273,715, respectively                                                -0-                 12,272
   Other receivables, less allowance for doubtful accounts
     of $987,192 and $1,024,319, respectively                                                    53,381                 92,376
                                                                                            -----------            -----------
     Total current assets                                                                    12,032,958             12,104,784

Furniture and equipment at cost, net                                                          1,031,042              1,176,246

Intangible assets, net                                                                        1,606,511              2,714,550

Deferred income taxes                                                                               -0-                    -0-

Other assets                                                                                  1,517,469              1,701,679
                                                                                            -----------            -----------

     Total assets                                                                           $16,187,980            $17,697,259
                                                                                            ===========            ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Cash overdraft                                                                           $       -0-            $   449,895
   Current maturities of long-term debt                                                         492,677              1,224,423
   Current maturities of obligations under capital leases                                        69,428                 71,115
   Short-term borrowings                                                                      6,995,852              6,698,907
   Accounts payable and accrued expenses                                                      3,707,162              4,050,758
   Due to service companies                                                                     567,603                732,555
                                                                                            -----------            -----------
     Total current liabilities                                                               11,832,722             13,227,653

Self-insurance reserves                                                                         764,482                803,809

Long-term debt, net                                                                             425,149                458,995

Obligations under capital leases, net                                                            46,552                 72,328
                                                                                            -----------            -----------
                                                                                             13,068,905             14,562,785

Commitments and contingencies (Notes 13 and 14)

Stockholders' equity:

   Preferred stock, convertible Series A, $.0001 par value per share,
     authorized 1,000,000 shares, 12,325 and 11,412 shares,
     respectively,  issued and outstanding                                                    2,033,682              1,883,039
   Common stock, $.0001 par value per share, authorized 20,000,000
     shares, issued 6,658,143 and 8,013,543, respectively                                           666                    801
   Paid-in capital                                                                            9,277,997              9,431,505
   Deficit                                                                                   (8,193,270)            (8,177,871)
                                                                                            -----------            -----------
                                                                                              3,119,075              3,137,474
   Common stock in treasury, at cost, 1,355,400 shares in 1998                                      -0-                 (3,000)
                                                                                            -----------            -----------

                                                                                              3,119,075              3,134,474
                                                                                            -----------            -----------

     Total liabilities and stockholders' equity                                             $16,187,980            $17,697,259
                                                                                            ===========            ===========


See accompanying notes and auditor's report

</TABLE>

                                                                            F2


<PAGE>

<TABLE>

Command Security Corporation

Statements of Operations
Years Ended March 31, 1999, 1998 and 1997

<CAPTION>

                                                                        1999                1998                1997

<S>                                                                     <C>                 <C>                 <C>
Revenue                                                                 $57,642,041         $51,796,882         $49,237,418
Cost of revenue                                                          47,925,623          44,456,786          40,793,840
                                                                        -----------         -----------         -----------

            Gross profit                                                  9,716,418           7,340,096           8,443,578

Service contract revenue                                                    913,498           1,450,592           1,471,313
                                                                        -----------         -----------         -----------
                                                                         10,629,916           8,790,688           9,914,891
                                                                        -----------         -----------         -----------
Operating expenses:

   General and administrative expenses                                    8,377,678           7,748,726           7,114,478
   Amortization of intangibles                                            1,280,687           1,651,889           1,773,599
   Provision for doubtful accounts and notes                                367,916           1,451,151             447,159
   Bad debt recoveries                                                     (316,045)           (245,593)            (90,011)
   Labor claims contingencies and settlements                               (16,400)            354,000                 -0-
   Insurance rebates                                                            -0-                 -0-            (598,139)
   Loss on value of intangible assets                                        58,646             745,516                 -0-
                                                                        -----------         -----------         -----------

                                                                          9,752,482          11,705,689           8,647,086
                                                                        -----------         -----------         -----------

            Operating income/(loss)                                         877,434          (2,915,001)          1,267,805
                                                                        -----------         -----------         -----------

Other income/(expense)

   Interest income                                                          151,216             229,493             179,599
   Interest expense                                                        (992,218)         (1,069,223)         (1,065,852)
   Loss on equipment dispositions                                           (51,831)            (34,324)            (71,882)
   Other income                                                                 -0-              35,000                 -0-
                                                                        -----------         -----------         -----------

                                                                           (892,833)           (839,054)           (958,135)
                                                                        -----------         -----------         -----------

            Income/(loss) before
              income tax (expense)/benefit                                  (15,399)         (3,754,055)            309,670

Income tax (expense)/benefit                                                    -0-            (259,835)            140,360
                                                                        -----------         -----------         -----------

            Net income/(loss)                                               (15,399)         (4,013,890)            450,030

Preferred stock dividends                                                  (150,643)           (139,484)           (129,030)
                                                                        -----------         -----------         -----------

Net income/(loss)
  applicable to common stockholders                                     $  (166,042)        $(4,153,374)        $   321,000
                                                                        ===========         ===========         ===========

Income/(loss) per share of common stock                                 $      (.02)        $      (.62)        $       .05
                                                                        ===========         ===========         ===========

Weighted average number of common and
  common equivalent shares outstanding                                    6,658,143           6,689,352           6,955,548
                                                                        ===========         ===========         ===========


See accompanying notes and auditor's report

</TABLE>

                                                                            F3

<PAGE>

<TABLE>

Command Security Corporation

Statements of Changes in Stockholders' Equity
Years Ended March 31, 1999, 1998 and 1997

<CAPTION>

                                                                                     Retained
                                    Preferred           Common      Paid-In          Earnings             Stock In
                                    Stock               Stock       Capital          (Deficit)            Treasury     Total

<S>                                 <C>                 <C>         <C>              <C>                  <C>          <C>
Balance at April 1, 1996            $      -0-          $ 812       $9,805,425       $(4,614,011)         $(3,000)     $5,189,226

Exercise of
  common stock put                                                    (218,765)                                          (218,765)

Common stock issued                                        21          439,198                                            439,219

Issuance/(return) of
   escrowed common stock
     o Note collateral                                     24              (24)                                               -0-
     o Accrued fees                                       (15)              15                                                -0-

Common stock warrants
  subscribed                                                               500                                                500

Preferred stock dividends                                             (129,030)                                          (129,030)

Net income                                                                               450,030                          450,030
                                    ----------          -----       ----------       -----------          -------      ----------

Balance at March 31, 1997                  -0-            842        9,897,319        (4,163,981)          (3,000)      5,731,180

Common stock issued                                         5           54,008                                             54,013

Return of escrowed
  common stock
    o Note collateral                                     (35)              35                                                -0-
    o Retention adjustment                                (11)        (294,394)                                          (294,405)

Cash paid in lieu of
  compensatory stock warrants                                          (85,979)                                           (85,979)

Transfer of
  preferred stock                    1,813,297                                                                          1,813,297

Preferred stock dividends               69,742                        (139,484)                                           (69,742)

Net loss                                                                              (4,013,890)                      (4,013,890)
                                    ----------          -----       ----------       -----------          -------      ----------

Balance at March 31, 1998            1,883,039            801        9,431,505        (8,177,871)          (3,000)      3,134,474

Retirement of common
  stock in treasury                                      (135)          (2,865)                             3,000             -0-

Preferred stock dividends              150,643                        (150,643)                                               -0-

Net loss                                                                                 (15,399)                         (15,399)
                                    ----------          -----       ----------       -----------          -------      ----------

Balance at March 31, 1999           $2,033,682          $ 666       $9,277,997       $(8,193,270)         $   -0-      $3,119,075
                                    ==========          =====       ==========       ===========          =======      ==========


See accompanying notes and auditor's report

</TABLE>

                                                                            F4

<PAGE>


<TABLE>

Command Security Corporation

Statements of Cash Flows
Years Ended March 31, 1999, 1998 and 1997

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

<CAPTION>

                                                                        1999                1998                1997

<S>                                                                     <C>                 <C>                 <C>
OPERATING ACTIVITIES
   Net income/(loss)                                                    $   (15,399)        $(4,013,890)        $   450,030
    Adjustments to reconcile net income/(loss) to net
      cash provided by operating activities:

      Depreciation and amortization                                       1,720,197           2,038,794           2,133,715
      Provision for doubtful accounts and
        notes receivable, net of recoveries                                  51,871           1,451,151             447,159
      Loss on equipment dispositions                                         51,831              34,324              71,882
      Loss on value of intangible assets                                     58,646             745,516                 -0-
      Deferred income taxes                                                     -0-             259,835            (140,360)
      Self-insurance reserves                                               572,833             900,128             293,238
      Changes in operating assets and liabilities,
        net of effects of business acquisitions:

          Accounts receivable, current and long-term                       (322,530)            780,602            (854,845)
          Prepaid insurance                                                 460,896             880,665             (38,813)
          Other receivables                                                  38,995             (88,574)           (413,779)
          Other assets                                                      (71,944)           (244,246)           (336,850)
          Accounts payable and accrued expenses                          (1,005,756)            124,665            (611,286)
          Income taxes                                                          -0-                 -0-                 -0-
          Due to service companies                                          105,971              28,495             105,139
                                                                        -----------         -----------         -----------
                 Net cash provided by
                   operating activities                                   1,645,611           2,897,465           1,105,230
                                                                        -----------         -----------         -----------

INVESTING ACTIVITIES
   Purchase of equipment                                                   (101,372)           (153,298)            (98,760)
   Business acquisitions and purchase of
    intangible assets                                                       (45,735)           (116,521)           (281,246)
   Proceeds from equipment dispositions                                       2,278              27,122              75,902
   Proceeds from sale of intangible assets                                      -0-                 -0-             210,000
   Issuance of notes by service companies
    and other third parties                                                  (5,000)                -0-            (252,208)
   Principal collections on notes receivable                                 62,394             113,828             246,207
                                                                        -----------         -----------         -----------
                 Net cash used in investing activities                      (87,435)           (128,869)           (100,105)
                                                                        -----------         -----------         -----------

FINANCING ACTIVITIES
   Net borrowings/(payments) on line of credit                              326,955            (533,908)          1,186,632
   Proceeds from long-term debt                                                 -0-                 -0-             500,000
   Repayments on other short and long-term debt                          (1,237,369)         (1,763,505)         (2,480,414)
   Repayments on capital lease obligations                                  (75,397)            (81,455)            (96,762)
   Net proceeds from issuance of stock                                          -0-                 -0-              45,219
   Proceeds from common stock warrants subscribed                               -0-                 -0-                 500
   Cash paid in lieu of compensatory stock warrants                             -0-             (85,979)                -0-
   Cash overdraft                                                          (449,895)           (303,749)           (160,300)
                                                                        -----------         -----------         -----------
                 Net cash used in financing activities                   (1,435,706)         (2,768,596)         (1,005,125)
                                                                        -----------         -----------         -----------

Net increase in cash and cash equivalents                                   122,470                 -0-                 -0-

Cash and cash equivalents, beginning of year                                    -0-                 -0-                 -0-

Cash and cash equivalents, end of year                                  $   122,470         $       -0-         $       -0-
                                                                        ===========         ===========         ===========


See accompanying notes and auditor's report

</TABLE>

                                                                            F5


<PAGE>

Command Security Corporation

Statements of Cash Flows (Continued)
Years Ended March 31, 1999, 1998 and 1997

1.    SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

      Cash paid during the period for:

                             1999              1998               1997

        Interest             $997,779          $1,100,903         $1,045,238
        Income Taxes              -0-                 -0-                -0-


2.    SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES

        For the years ended March 31, 1999, 1998 and 1997, the Company
        purchased transportation and security equipment with direct
        installment and lease financing of $247,043, $365,825 and $566,709,
        respectively.

        The Company generally obtains short-term financing to meet its
        insurance needs. For the years ended March 31, 1999, 1998 and 1997,
        $107,099, $133,055 and $576,991, respectively, have been borrowed for
        this purpose. These borrowings have been excluded from the statements
        of cash flows.

        For the years ended March 31, 1999, 1998 and 1997, the Company
        accrued accumulated dividends of $150,643, $139,484 and $129,030 and
        issued 913, 845 and 782 additional shares of its Series A convertible
        preferred stock for the years ended March 31, 1999, 1998 and 1997,
        respectively, to its preferred stockholders. These charges to paid-in
        capital and credits to preferred stock have been excluded from the
        statements of cash flows.

        In June, 1998, the Company purchased certain guard service accounts
        and related equipment and supplies for a total consideration of
        $222,098. The Company paid $55,525 and issued two notes for $55,525
        and $111,049, respectively. The second note was subsequently reduced
        by $31,015 as a retention adjustment. The non-cash portions have been
        excluded from the purchase of accounts and issuance of notes in the
        statement of cash flows.

        In March, 1998, the Company settled the retention adjustment in
        connection with the sale of certain customer lists originally closed
        in December, 1996. The resultant charge to deferred income of
        $103,989 and credits to notes receivable and accrued expenses of
        $63,159 and $40,830, respectively, have been excluded from the
        statement of cash flows.

        During the year ended March 31, 1998, the Company settled various
        retention issues related to customer list purchases. The resultant
        net charge to equity and credit to intangible assets of $240,392 have
        been excluded from the statement of cash flows.

        During the year ended March, 1998, the Company acquired certain guard
        service accounts from three former service agreement clients in
        settlement of outstanding advances and the assumption of certain loan
        guarantees. Debt assumed of $150,006 and net advances of $94,655 have
        been excluded from the purchase of intangible assets in the statement
        of cash flows.

        In June, 1997, the Company purchased certain guard service accounts
        for a total consideration of $144,684. The Company paid $56,717,
        issued a note for $56,717 and entered into an agreement for
        consulting services for $31,250 to effect the transition of the
        accounts. The non-cash portions have been excluded from the purchase
        of accounts and issuance of notes in the statement of cash flows.

        On December 30, 1996, the Company entered into an agreement for the
        sale of its Miami operations for a total consideration of $318,878,
        including $40,000 for related transportation and other equipment. The
        Company received $250,000 in cash and a note for $68,878. The
        resultant gain of $76,866 has been deferred pending collection of the
        note and the reduction of a guarantee provided by the Company in
        connection with this transaction. The deferred gain and the receipt
        of the note have been excluded from the statement of cash flows.

See accompanying notes and auditor's report

                                                                            F6

<PAGE>

Command Security Corporation

Statements of Cash Flows (Continued)
Years Ended March 31, 1999, 1998 and 1997

2.    SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
      (Continued)

        In November, 1996, the Company finalized an agreement reached with
        ISS International Service System, Inc., whereby it has adjusted the
        notes payable to ISS from $1,000,000 to $500,000 in consideration for
        lost accounts and settlement of certain other claims. The resultant
        decreases in intangibles of $410,000 and notes payable of $500,000,
        offset by a net increase in accrued expenses of $90,000, have been
        excluded from the statement of cash flows.

        In November, 1996, the Company purchased certain guard service
        accounts for a total consideration of $144,966. The Company paid
        $36,241 and issued two short-term notes for $108,725. The cost of the
        guard service accounts and one of the related notes were subsequently
        reduced by $26,390 due to a retention adjustment. The issuance of the
        notes and subsequent retention adjustment have been excluded from the
        purchase of intangible assets in the statement of cash flows.

        In October, 1996, the Company purchased certain guard service
        accounts for a total consideration of $169,590. The Company paid
        $75,590 and issued 47,000 shares of its common stock at a capitalized
        value of $94,000. The issuance of common stock has been excluded from
        the purchase of intangible assets in the statement of cash flows.

        In August, 1996, the Company purchased certain guard service accounts
        for a total consideration of $606,164. The Company paid $115,000,
        issued two short-term notes for $191,164 and issued 150,000 shares of
        its common stock at a capitalized value of $300,000. The issuance of
        the notes and the common stock have been excluded from the purchase
        of intangible assets in the statement of cash flows.

        In July, 1996, the Company entered into a non-compete agreement with
        its former Treasurer for $180,000. This charge to intangible assets
        and credit to notes payable has been excluded from the statement of
        cash flows.

        In June, 1996, the Company negotiated a settlement with NSC
        Shareholder Trust in connection with a put offer given for common
        stock issued in consideration for the purchase of customer accounts.
        The resultant charge to paid-in capital and intangibles of $218,765
        and $3,512, respectively, and credit to notes payable of $222,277
        have been excluded from the statement of cash flows.

See accompanying notes and auditor's report

                                                                            F7

<PAGE>

Command Security Corporation

Notes to Financial Statements
March 31, 1999, 1998 and 1997

1.    Business Description and Summary of Accounting Policies

      The following is a description of the principal business activities and
      significant accounting policies employed by Command Security
      Corporation.

        Principal business activities

          Command Security Corporation (the Company) is a uniformed security
          guard service company operating in New York, Connecticut,
          California, Florida, Georgia, Illinois and New Jersey. In addition,
          the Company also provides other security guard companies (service
          companies) in various states with administrative services, such as
          billing, collection and payroll, for a percentage of the related
          gross revenue or gross profit.

        Estimates

          The preparation of financial statements in conformity with
          generally accepted accounting principles requires management to
          make estimates and assumptions that affect the reported amounts of
          assets and liabilities and disclosure of contingent assets and
          liabilities at the date of the financial statements and the
          reported amounts of revenue and expenses during the reporting
          period. Such estimates include provisions for uncollectible
          accounts and notes receivable, recoverability and attrition rates
          of purchased customer lists, and reserves for general liability and
          workers' compensation claims. Actual results could differ from
          those estimates.

        Revenue recognition

          The Company records revenue as services are provided to its
          customers and to its service companies. Revenue consists primarily
          of security guard services and administrative services provided to
          service companies. Sale of service contracts to service companies
          is recognized as cash is received and is recorded as other income.
          Any proceeds given in the form of notes are deferred pending the
          collection of the principal portion of such notes.

        Cash and cash equivalents

          For purposes of the cash flows statements, the Company defines cash
          and cash equivalents as cash and investments with maturities of
          three months or less.

        Furniture and equipment

          Furniture and equipment are stated at cost. Depreciation is
          accumulated using the straight-line method over the estimated
          useful lives of the equipment ranging from three to seven years.

        Intangible assets

          Intangible assets are stated at cost and consist primarily of
          customer lists which are being amortized on a straight-line basis
          over five to fifteen years. The life assigned to customer lists
          acquired is based on management's estimate of the attrition rate.
          The attrition rate is estimated based on historical contract
          longevity and management's operating experience. Recoverability is
          evaluated annually based on anticipated expected future cash flows
          and actual customer attrition.

        Advertising costs

          The Company expenses advertising costs as incurred. Amounts
          incurred for recruitment and general business advertising were
          $133,553, $129,400 and $140,600 for the years ended March 31, 1999,
          1998 and 1997, respectively.

                                                                            F8

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

1.    Business Description and Summary of Accounting Policies, continued

        Income/(loss) per common share

          In February 1997, the Financial Accounting Standards Board issued
          Statement No. 128 (SFAS 128), "Earnings Per Share," which is
          required to be adopted for periods ending after December 15, 1997.
          Under the new requirements for calculating basic earnings per
          share, the dilutive effect of potential common shares, if any, is
          excluded. No diluted earnings per share are presented because the
          effect of assumed issuance of common shares in connection with
          warrants and stock options outstanding and preferred stock
          conversions was antidilutive. The implementation of SFAS 128 had no
          effect on the calculation of the Company's earnings per share for
          the years ended March 31, 1998 and 1997.

         Accounting for stock options

          During the year ended March 31, 1997, the Company adopted the
          Financial Accounting Standards Board Statement No. 123 (SFAS 123),
          "Accounting for Stock Based Compensation." SFAS 123 provides
          companies with a choice to follow the provisions of SFAS 123 in the
          determination of stock-based compensation expenses or to continue
          with the provisions of APB 25, "Accounting for Stock Issued to
          Employees." The Company will continue to follow APB 25 and will
          provide pro forma disclosures as required by SFAS 123. SFAS 123 did
          not have an impact on the Company's financial condition or results
          of operations for the periods presented.

2.    Continuity of Operations

         The Company's financial statements have been prepared assuming that
         the Company will continue as a going concern, which contemplates the
         realization of assets and the satisfaction of liabilities in the
         normal course of business. The Company's operations resulted in a
         net loss of $4,013,890 for the year ended March 31, 1998, and a
         working capital deficit at March 31, 1998, of $1,122,869. As
         described in Note 6, the Company was not in compliance with certain
         of its debt covenants and, as described in Notes 13 and 18, there is
         litigation and a contingency for which the outcomes are uncertain.
         As a result, the independent auditor's report on the March 31, 1998,
         financial statements was modified, indicating that these factors
         raised substantial doubt about the Company's ability to continue as
         a going concern for a reasonable period of time. The Company's
         viability as a going concern is dependent on its ability to achieve
         profitability from its operations, to generate sufficient working
         capital to meet its obligations as they become due, the forbearance of
         its lenders and its ability to resolve the litigation and contingency.

         As of March 31, 1999, the Company had positive working capital of
         $200,236 and its operations resulted in a significantly reduced net
         loss of $15,399 for the year ended March 31, 1999. These improved
         results are due, in part, to significant charges in fiscal 1998 in
         connection with the Chapter 7 bankruptcy filing of a former service
         agreement client, charges for impairment of long-lived assets,
         unusually high labor claims and self-insurance claims which did not
         recur in fiscal 1999, as well as management's development and
         implementation in fiscal 1999 of a national network of independent
         security guard companies to service clients with sites throughout
         the United States. The implementation of this network has increased
         its ability to compete against larger national companies and
         increased its profit margins. In addition, the Company has
         implemented a plan to actively seek rate increases from its existing
         clients and to sign new contracts in existing markets. Furthermore,
         it has implemented a centralized purchasing function in order to
         better control operating costs and the implementation of a
         centralized, pro-active credit management and collection policy has
         significantly reduced bad debt expense and led to the recovery of
         receivables previously reserved.

         Management expects continued favorable financial impact from the
         above mentioned strategies as well as improved cash flow as a result
         of the repayment in full of certain acquisition indebtedness in
         February, 1999. Furthermore, subsequent to year-end the Company has
         obtained a waiver from its principal lender, CIT Group/Finance,
         Inc., in connection with its non-compliance with certain
         non-financial covenants and management is of the opinion that the
         probability that contractual termination of its lending arrangement
         diminishes with improvements in operating results and working
         capital and that the probability of claims in connection with
         certain restatements and a resultant negative impact on operations
         and financial condition diminishes with time.

                                                                            F9

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

3.    Furniture and Equipment

        Furniture and equipment at March 31, consist of the following:

                                             1999               1998

          Transportation equipment           $ 1,142,334        $ 1,095,712
          Security equipment                     537,658            438,311
          Office furniture and equipment       1,560,805          1,520,997
                                             -----------        -----------
                                               3,240,797          3,055,020
          Accumulated depreciation            (2,209,755)        (1,878,774)
                                             -----------        -----------

                                             $ 1,031,042        $ 1,176,246
                                             ===========        ===========

        Depreciation expense for the years ended March 31, 1999, 1998 and
        1997 was $429,238, $386,905 and $360,116, respectively, and includes
        amortization of assets purchased under capital lease arrangements
        (see Note 14).

4.    Intangible Assets

        Intangible assets at March 31, consist of the following:

                                             1999               1998

          Customer lists                     $ 5,657,732        $ 6,048,491
          Borrowing costs                         50,000            165,000
          Covenant not to compete                180,000            180,000
          Goodwill                                34,007             34,007
                                             -----------        -----------
                                               5,921,739          6,427,498
          Accumulated amortization            (4,315,228)        (3,712,948)
                                             -----------        -----------

                                             $ 1,606,511        $ 2,714,550
                                             ===========        ===========

        Amortization expense for the years ended March 31, 1999, 1998 and
        1997, was $1,280,687, $1,651,889 and $1,773,599, respectively. During
        the years ended March 31, 1999 and 1998, the Company removed
        intangibles of $83,780 and $1,743,880 and related accumulated
        amortization of $25,134 and $998,364, respectively, from its accounts
        and recognized impairment losses of $58,646 and $745,516,
        respectively, on its purchased customer lists due to lack of
        retention in some of its branches. Management believes that the
        future expected cash flows will not be sufficient to recover the
        remaining unamortized costs associated with these lists.

5.    Other Assets

        Other assets at March 31, consist of the following:

                                              1999               1998

          Restricted cash                     $1,091,527         $1,040,853
          Insurance deposits                     295,142            551,296
          Security deposits                      120,116             99,420
          Other                                   10,684             10,110
                                              ----------         ----------

                                              $1,517,469         $1,701,679
                                              ==========         ==========

        Restricted cash represents deposits for the benefit of the Company's
        insurance carrier as collateral for workers compensation claims.
        Insurance deposits represent estimated premium amounts returnable to
        the Company over a period of two to seven years based on the excess
        of premium deposits over actual workers' compensation claims.

                                                                           F10

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

6.      Short-Term Borrowings

          Short-term borrowings at March 31, consist of the following:

                                              1999               1998

           Bank line of credit                $6,943,883         $6,616,928
           Various insurance
             financing arrangements,
             interest ranging from
             7.04% to 8.53%                       35,630             49,029
           Other obligations                      16,339             32,950
                                              ----------         ----------

                                              $6,995,852         $6,698,907
                                              ==========         ==========

          In February, 1995, the Company entered into an agreement with the
          CIT Group/Finance, Inc. ("CIT") under a revolving loan and security
          agreement. The agreement, as amended on January 30, 1997, provides
          for a discretionary line of credit of up to 85% of eligible
          accounts receivable, as defined, but in no event in excess of
          $10,000,000. At March 31, 1999, the Company had used $6,943,883 of
          this line, representing virtually 100% of its maximum borrowing
          capacity. Interest is payable monthly at 1.5% over prime, or 9.25%
          at March 31, 1999. The line is collateralized by customer accounts
          receivable and substantially all other assets of the Company. The
          term of the agreement is initially until February, 1999, with
          automatic two year renewal terms thereafter.

          The Company relies heavily on its revolving loan from CIT which
          contains numerous non-financial covenants. As of March 31, 1999,
          the Company was not in compliance with several of the non-financial
          covenants. Subsequent to year-end, the Company obtained a waiver
          from CIT for these violations.

7.      Accounts Payable and Accrued Expenses

          Accounts payable and accrued expenses at March 31, consist of the
following:

                                              1999               1998

           Trade accounts payable             $  701,296         $  980,993
           Payroll and related expenses        2,027,968          2,190,237
           Insurance                             456,705            409,348
           Interest                                  -0-              5,480
           Sales tax                              73,997            119,392
           Accrued professional fees             152,000             60,000
           Accrued loss contingencies            160,000            174,000
           Liabilities assumed
             in acquisitions                      29,578             27,816
           Other                                 105,618             83,492
                                              ----------         ----------

                                              $3,707,162         $4,050,758
                                              ==========         ==========

          As of March 31, 1999, the Company has accrued $160,000 for loss
          contingencies in connection with certain legal proceedings and
          labor claims where management has determined that it is probable
          that a liability has been incurred. As of March 31, 1998, accruals
          in connection with such labor claims amounted to $174,000.

                                                                           F11

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

8.    Long-Term Debt

         Long-term debt at March 31, consists of the following:

<TABLE>
<CAPTION>

                                                                                          1999                  1998

          <S>                                                                             <C>                   <C>
          Deltec Development Corporation, due February 24,
          1999, interest at 14%                                                           $     -0-             $   375,000

          Gordon Robinett (Director), due October, 1999,
          no interest, collateralized by related covenant                                    45,000                  82,500

          Capital Resource Company, (four notes and five notes)
          due April, 1998, to June, 2001, interest at 14%, unsecured                        166,017                 294,107

          Various installment loans due at various dates
          through March, 2002, with interest ranging
          from 3.8% to 11.75% <F1>                                                          415,142                 540,144

          CIT Group/Credit Finance, Inc., due February 1, 2002
          interest at prime plus 1.5%, currently 9.25% <F2>                                 291,667                 391,667
                                                                                          ---------             -----------
                                                                                            917,826               1,683,418
          Current maturities                                                               (492,677)             (1,224,423)
                                                                                          ---------             -----------

                                                                                          $ 425,149             $   458,995
                                                                                          =========             ===========
<FN>
          <F1> Payable to General Motors Acceptance Corporation, Ford Motor
               Credit Corporation and Chase Manhattan Bank. The notes are
               collateralized by automobiles and security equipment.

          <F2> The term loan from CIT Group/Credit Finance, Inc., payable in
               monthly installments of $8,333 plus interest at prime plus 1.5%
               per annum, is collateralized with security pledged under the
               revolving loan and security agreement (see Note 6).

</FN>
</TABLE>

          The aggregate amount of required principal payments of long-term
          debt is as follows:

            Year ending:     March 31, 2000                       $492,677
                             March 31, 2001                        289,563
                             March 31, 2002                        135,586
                                                                  --------

                                                                  $917,826
                                                                  ========

                                                                           F12

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

9.    Stockholders' Equity

         Changes in the number of equity shares of the Company's preferred
         and common stock for the years ended March 31, 1999, 1998 and 1997,
         are as follows:

<TABLE>

<CAPTION>

                                                                             Preferred       Common              Treasury
                                                                             Stock           Stock               Stock

          <S>                                                                <C>             <C>                 <C>
          Balance at April 1, 1996                                              -0-           8,119,606           1,355,400

          Common stock issued                                                                   219,500

          Issuance/(return) of escrowed common stock
            o Note collateral                                                                   238,000
            o Accrued fees                                                                     (152,774)
                                                                             ------          ----------          ----------

          Balance at March 31, 1997                                             -0-           8,424,332           1,355,400

          Transfer of preferred stock                                        10,567

          Preferred stock dividend shares issued                                845

          Common stock issued                                                                    57,447

          Return of escrowed common stock
            o Note collateral                                                                  (350,911)
            o Retention adjustment                                                             (117,325)
                                                                             ------          ----------          ----------

          Balance at March 31, 1998                                          11,412           8,013,543           1,355,400

          Preferred stock dividend shares issued                                913

          Retirement of common
            stock in treasury                                                                (1,355,400)         (1,355,400)
                                                                             ------          ----------          ----------

          Balance at March 31, 1999                                          12,325           6,658,143                 -0-
                                                                             ======          ==========          ==========

</TABLE>


10.   Concentration of Risk

         The Company extends credit to the various service companies for
         which it administers billing, collection and payroll functions. As
         of March 31, 1999, the Company had advances and loans outstanding to
         former service companies of $1,270,308, which were fully reserved.
         At March 31, 1998, such loans amounted to $10,000, net of reserves
         of $1,194,110. The notes are collateralized by customer lists and
         other general intangibles in accordance with the service company
         agreements. The service companies operate in New York, Florida,
         Illinois, New Jersey, Texas, Virginia, Arizona, California,
         Massachusetts and Washington.

         Geographic concentrations of credit risk with respect to trade
         receivables are primarily in the New York Metropolitan area
         consisting of 41% and 45% of total receivables as of March 31, 1999
         and 1998, respectively. The remaining trade receivables consist of a
         large number of customers dispersed across many different geographic
         regions. During the years ended March 31, 1999, 1998 and 1997, the
         Company generated 31%, 31% and 24%, respectively, of its revenue
         from the commercial airline industry. During the years ended March
         31, 1999, 1998 and 1997, 53%, 52% and 38% of service fee revenue,
         respectively, was earned from one service company. The Company's
         remaining customers are not concentrated in any specific industry.

         The Company maintains its cash accounts in commercial banks.
         Accounts at each bank are guaranteed by the Federal Deposit
         Insurance Corporation (FDIC) up to $100,000.

                                                                           F13

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

11.   Insurance Rebates

         In January, 1997, the Company received a rebate of $598,139, on its
         workers' compensation policies for the three year period ended
         September 30, 1995, based on a favorable loss ratio experience. Such
         rebates are non- contractual and are recorded when the amounts are
         ascertainable. As of October 1, 1995, the Company has procured a
         workers' compensation retro insurance policy and pays premiums based
         on incurred losses and, therefore, is no longer eligible for such
         rebates.

12.   Self-Insurance

         The Company adopted a partially self-insured health insurance
         program that covers all eligible administrative personnel, effective
         as of March 1, 1997. There is a maximum of $30,000 per year per
         employee and an aggregate amount per year, based on the number of
         participants (currently 69 employees, or $278,600), that the Company
         can be responsible for. A stop-loss insurance policy covers all
         claims in excess of the above amounts.

         The Company has an insurance policy to cover workers' compensation
         claims in most states that the Company performs services. Annual
         premiums are based on incurred losses as determined at the end of
         the coverage period, subject to a minimum and maximum premium.
         Insurance providers assist the Company in determining its estimated
         liability for these claims.

         The nature of the Company's business also subjects it to claims or
         litigation alleging that it is liable for damages as a result of the
         conduct of its employees or others. The Company insures against such
         claims and suits through policies with third-party insurance
         companies. Such policies have limits of $1,000,000 per occurrence
         and $10,000,000 in the aggregate. In addition, the Company has
         obtained an excess liability policy that covers claims for an
         additional $30,000,000 in the aggregate ($25,000,000 prior to
         October 1, 1997). The Company retains the risk for the first $50,000
         per occurrence. Charges for general liability self-insurance
         reserves of $572,833, $900,128 and $293,238, are included in cost of
         sales for the years ended March 31, 1999, 1998 and 1997,
         respectively.

         Cumulative amounts estimated to be payable by the Company with
         respect to pending and potential claims for all years in which the
         Company is liable under its self-insurance retention and retro
         workers' compensation policies have been accrued as liabilities.
         Such accrued liabilities are necessarily based on estimates; thus,
         the Company's ultimate liability may exceed or be less than the
         amounts accrued. The methods of making such estimates and
         establishing the resultant accrued liability are reviewed
         continually and any adjustments resulting therefrom are reflected in
         current earnings.

13.   Contingent Liabilities

         The Company has guaranteed certain installment loans extended to
         various service companies and customer list purchasers by Capital
         Resources Company. The total outstanding balance of such loans as of
         March 31, 1999, was approximately $471,400. The notes mature between
         September, 2000, and November, 2001, and are guaranteed by customer
         lists.

         In May, 1996, a complaint was filed in Queens County Civil Court by
         three former employees alleging emotional distress, anguish, mental
         distress and injury to their professional reputation due to
         retaliatory discharge and related matters. Plaintiffs each seek $2
         million for compensatory damages and $2 million in punitive damages
         in addition to payment of overtime wages of $25,000. The Company's
         customer, also a defendant and a former employer, has engaged
         counsel representing all defendants. On November 27, 1998, the Kings
         County Supreme Court ruled on a motion dismissing three counts
         concerning contractual allegations but allowed the remaining nine
         counts to proceed to findings. At this time the Company is unable to
         estimate the possible loss, if any, that may be incurred as a result
         of this action. The ultimate outcome may or may not have a material
         impact on the Company's financial position or results of operations.

                                                                           F14

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

13.   Contingent Liabilities, continued

         In August, 1997, a complaint was filed in Los Angeles County
         Superior Court by six former employees alleging discrimination,
         wrongful termination, breach of employment contract and intentional
         infliction of emotional distress. The complaint alleges that
         plaintiffs have suffered damages in excess of $1 million. After
         filing the complaint, the plaintiffs, through counsel, agreed to
         submit the dispute to binding arbitration and a request for
         dismissal, without prejudice, was filed with the Court. At this time
         the Company is unable to estimate the possible loss, if any, that
         may be incurred as a result of such arbitration. The ultimate
         outcome of such arbitration may or may not have a material impact on
         the Company's financial position or results of operations.

         The Company has been charged with unfair labor practices by a labor
         union representing some of its employees claiming the Company
         refused to bargain with the union and that the Company unilaterally
         changed terms and conditions of employment without bargaining. The
         charge has been arbitrated and it has been determined that the
         Company has responsibility for some back payments to union funds.
         The final amount has not yet been assessed. As of March 31, 1999,
         the Company has accrued $60,000 for loss contingencies in connection
         with this matter.

         The Company has been named as a defendant in several other
         employment related claims, including claims of sexual harassment by
         current and former employees, which are currently under
         investigation by the New York State Division of Human Rights. At
         this time the Company is unable to determine the impact on the
         financial position and results of operations that these claims may
         have should the investigation conclude that they are valid.

         The Private Placement Memorandum issued in connection with the
         Company's 1993 Private Placement and the interim financial reports
         for the first three quarters in the fiscal years ended March 31,
         1994 and 1995, filed by the Company contained financial information
         which has since been restated. A legal action has been filed against
         the Company and is described in greater detail below. It includes
         claims based on the restatements. It is possible that other
         purchasers of Units pursuant to the 1993 offering and the purchasers
         of shares in connection with the offerings that were consummated in
         February, 1995, may make further claims against the Company,
         alleging, as the basis, among other possible claims the
         above-mentioned restatements.

         On or about December 4, 1997, an outside shareholder and four of the
         Company's directors (Sands, P. Kikis, Saunders and T. Kikis)
         commenced an action in the Supreme Court of the State of New York,
         County of New York (Index No. 606166/97) against the other four
         directors (Vassell, Robinett, Nekos and Miller), the Company's
         outside corporate and securities counsel and the Company itself in a
         lawsuit characterized as a derivative action. The complaint alleges
         that one or more of the defendant-directors engaged in improper
         activities, including ultra-vires acts, breach of fiduciary duty,
         fraud against the Company, constructive fraud, waste of corporate
         assets and concealment of information from the plaintiff-directors
         regarding the Company's earnings, lacked power to enter into an
         employment agreement on behalf of the Company with Mr. Robinett, and
         entered into service contracts with financially unstable companies
         without performing due diligence. The complaint further alleges that
         the Company has failed to appoint a replacement to the office of
         president and that the directors have entered into a shareholder
         agreement which is violative of public policy. Plaintiffs seek the
         award of money damages in an amount which is "not less than" $11
         million from the individual defendants, a declaratory judgment that
         the shareholder agreement is void, an order for an accounting,
         certain other injunctive relief and attorneys' fees and
         disbursements.

         The Company has interposed an answer denying the allegations
         contained in the complaint. The individual defendants have stated
         that they believe the allegations are completely without merit and
         intend to vigorously defend against each and every claim. The
         Company's Certificate of Incorporation and the Business Corporation
         Law of New York provide for indemnification of officers and
         directors with respect to damages and legal fees incurred in
         connection with lawsuits against them arising by reason of serving
         the Company. Due to the fact that certain members of the board have
         chosen to participate as plaintiffs in this lawsuit, the Company may
         not have coverage under its officers and directors liability
         insurance policy. The defendant-directors intend to seek
         indemnification, and have received advancements of legal fees
         incurred in connection with their defense, from the Company. Through
         March 31, 1999, the Company has expended approximately $204,000 in
         legal fees ($84,000 during the year ended March 31, 1999) in defense
         of this matter on its own behalf as well as on behalf of the
         defendant officers and directors. In addition, the Company has
         expended $100,000 for legal fees on behalf of the plaintiff
         directors in December, 1998, and accrued $92,000 for contingent
         legal fees incurred by one of the defendants, where management has
         determined that indemnification by the Company is probable . On or
         about March 25, 1998, the plaintiffs filed a motion for the
         appointment of a temporary receiver. On June 5, 1998, the Court
         ordered the appointment of a temporary receiver, but prior to the
         order taking effect, the parties agreed to a stipulation pursuant to
         which Franklyn H. Snitow, Esq., was appointed acting President and
         Chief Executive

                                                                           F15

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

13.   Contingent Liabilities, continued

         Officer and acting ninth Board member during the pendency of the
         defendants' appeal to the Appellate Division of the decision to
         appoint a receiver. Based on the stipulation, the defendants'
         request to the Appellate Division for a stay pending the appeal of
         the order appointing the receiver was granted. On January 12, 1999,
         the Appellate Division dismissed the appeal and modified the lower
         court's order to continue Mr. Snitow's authority to discharge his
         responsibilities as Acting President, Chief Executive Officer and
         Director pending the underlying litigation. The Company is unable to
         reasonably estimate the potential impact on the Company's financial
         condition and results of operations from this lawsuit.

         In August of 1998, the Company was informed that the United States
         Attorneys' Office for the Southern District of Florida was
         conducting a criminal investigation of certain activities at the
         Miami office of its Aviation Safeguards Division. The investigation
         concerns the accuracy and completeness of forms submitted in
         connection with Miami airport employee background verifications. The
         Company is cooperating with the investigation and is taking steps to
         ensure future compliance in all areas covered by the investigation.
         The Company has also instructed its local counsel to represent the
         Company in negotiations with the United States Attorneys' Office and
         is exploring various options regarding a resolution to this matter.
         As of March 31, 1999, the Company has accrued $100,000 for loss
         contingencies in connection with this matter.

14.   Lease Commitments

         The Company is obligated under various operating lease agreements for
         office space, equipment and auto rentals. Rent expense under operating
         lease agreements approximated $569,200, $605,000 and $631,000, for
         the years ended March 31, 1999, 1998 and 1997, respectively.

         The Company leases certain equipment and vehicles under agreements
         which are classified as capital leases. Most equipment leases have
         purchase options at the end of the original lease term. Cost and
         related accumulated depreciation of leased capital assets included
         in furniture and equipment at March 31, 1999, are $381,320 and
         $178,259 and at March 31, 1998, $345,444 and $120,409, respectively.

         The future minimum payments under long-term noncancellable capital
         and operating lease agreements are as follows:

<TABLE>

<CAPTION>

                                                                                Capital               Operating
                                                                                Leases                Leases

            <S>                                                                 <C>                   <C>
            Year ending:    March 31, 2000                                      $ 80,678              $332,944
                            March 31, 2001                                        36,941               251,887
                            March 31, 2002                                        14,394               209,219
                            March 31, 2003                                           -0-               131,038
                            March 31, 2004                                           -0-                58,215
                                                                                --------              --------
                                                                                 132,013              $983,303
                                                                                                      ========
                            Amounts representing interest                        (16,033)
                                                                                --------
                                                                                $115,980
                                                                                ========

</TABLE>

15.   Stock Option Plan and Warrants

         In May, 1990, the Company's Board of Directors and stockholders
         approved the adoption of a qualified stock option plan. Under the
         option plan, substantially all employees are eligible to receive
         options to purchase up to an aggregate of 107,500 shares at an
         exercise price which cannot be less than the fair market value of
         the shares on the date the options are granted.

         The Company issued warrants to its former Treasurer to purchase
         107,500 shares of its common stock at an exercise price of $5 per
         share. In July, 1996, the exercise price of these warrants was
         adjusted to $2.50 and the expiration date extended to July, 2000.

                                                                           F16

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

15.      Stock Option Plan and Warrants, continued

            On April 8, 1991, as amended on June 18, 1991, the Board of
            Directors approved the issuance to each of the Company's
            President (now Chairman of the Board) and former Treasurer, for
            $100, a five-year warrant to purchase 175,000 and 60,000 shares
            of common stock, respectively, at an exercise price of $3.375 per
            share, the market value at the time of the grant. The warrants
            vested on March 31, 1992. The exercise price was adjusted to
            $3.25, fair value on date of adjustment, and the expiration date
            extended to April, 1998, during fiscal 1994. The exercise price
            for the warrant extended to the former Treasurer was adjusted
            again in July, 1996 to $2.50 per share and the expiration date
            extended to July, 2000.

            In May 1992, the Board of Directors approved the issuance to the
            Company's Chairman, former Treasurer and Board member a five year
            warrant to purchase 125,000, 60,000 and 10,000 shares of common
            stock, respectively, at an exercise price of $3.88 per share, the
            fair market value at the time of the grant. The exercise price
            was adjusted to $3.25, the fair value on date of adjustment, and
            the expiration date extended to May, 1999, during fiscal 1994.
            The exercise price for the warrant extended to the former
            Treasurer was adjusted again in July, 1996 to $2.50 per share and
            the expiration date extended to July, 2000.

            Pursuant to the 1993 Private Placement (see Note 20), the Company
            issued Unit Warrants to purchase an aggregate of up to 800,000
            shares to investors and warrants to purchase 160,000 shares to
            the placement agent. Each Unit Warrant represents the right to
            purchase one-half of a share at a price of $4.50 per full share.
            The placement agent warrants are exercisable at $2.50 per share.
            The Company has the right to redeem the Unit Warrants at $0.10
            per warrant at any time after April 27, 1994, if, at any time,
            the mean of the closing market price quotations for the shares
            over 20 consecutive trading days is at least $6.00 or the closing
            market price quotations for the shares is at least $6.00 for 10
            consecutive trading days. During the fiscal year ended March 31,
            1995, the exercise price of the Unit Warrants was adjusted to
            $3.50 per full share, the fair value on the date of adjustment.
            The options expired in October, 1997.

            The Company entered into a Consultant's Agreement dated November
            1, 1993, under which the Company has agreed to issue stock or
            warrants in exchange for consulting services. The aggregate value
            of such stock or warrants to be granted will not exceed $300,000.
            During the fiscal year ended March 31, 1994, the Company issued
            warrants for 200,000 shares and in July, 1994 issued additional
            warrants for 100,000 shares. The warrants expired in July, 1997,
            however, the Company has reserved 150,000 shares of common stock
            to provide the consultant with up to $300,000 of compensation.
            During the year ended March 31, 1998, $85,979 has been paid in
            cash, reducing the stock to be released to a value not to exceed
            $214,021. As of March 31, 1999, no shares of common stock have
            been released.

            On December 16, 1993, the Company granted to the Chairman of the
            Board a five-year warrant for 500,000 shares of common stock at
            an exercise price of $3.75, the fair value at time of grant, for
            services rendered in connection with the ISS acquisition. On
            March 31, 1995, the Chairman relinquished and waived his right to
            purchase 275,000 shares underlying this warrant. The warrant
            expired in December, 1998.

            On September 12, 1994, the Company entered into a consulting
            agreement with a firm owned by a member of the Company's Board of
            Directors to provide stockholder relations for a term of one
            year. In conjunction with this agreement, the Company issued
            certain employees of this firm warrants to purchase up to 100,000
            shares of common stock, exercisable through September 30, 1997,
            at exercise prices of $3.00 per share. All of the warrants
            expired during the year ended March 31, 1998.

            On September 28, 1994, the Company issued a warrant for 25,000
            shares of common stock exercisable at $3.63 per share in
            connection with the signing of a non-employer of record service
            agreement to provide scheduling, payroll, billing and receivable
            financing services for an independent guard service company. The
            warrant expired in October, 1997.

            On February 24, 1995, the Company issued warrants for 250,000
            shares of common stock to a firm owned by a member of the
            Company's Board of Directors and warrants for 50,000 shares of
            common stock to a lender who provides the Company's working
            capital line of credit, respectively, in connection with the
            financing for the acquisitions of the security guard business of
            United Security Group Inc. The warrants issued to the firm
            expired in February, 1998. The warrants issued to the lender are
            exercisable at $2.10 per share and expire in February 2001.

                                                                           F17

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

15.      Stock Option Plan and Warrants, continued

            On October 4, 1996, the Company issued warrants for 35,000,
            150,000, 10,000 and 10,000 shares of common stock to the
            Company's then Chief Financial Officer and three Board members,
            respectively. The warrants are exercisable at $1.875 and expire
            on September 30, 2001.

            On November 25, 1996, warrants to purchase 50,000 shares of
            common stock were subscribed to for $500 by the Company's public
            relations firm. The warrants are exercisable at $2.25 per share
            and expire in November, 2001.

            Certain of the option and warrant agreements contain
            anti-dilution adjustment clauses.

            The following is a summary of activity related to all Company
            stock option and warrant arrangements:

<TABLE>

<CAPTION>

                                                            Options                              Warrants

                                                   Exercise          Number of         Exercise          Number of
                                                   Price             Shares            Price             Shares

            <S>                                    <C>               <C>               <C>               <C>
            Outstanding at
              April 1, 1996                        $2.25  -  $2.50   160,000           $2.10  -  $3.75    2,275,000

            Granted                                                                     1.87  -   2.25      255,000
                                                   ---------------   -------           ---------------   ----------

            Outstanding at
              March 31, 1997                        2.25  -   2.50   160,000            1.87  -   3.75    2,530,000

            Expired                                                                     1.87  -   2.25   (1,570,000)
                                                   ---------------   -------           ---------------   ----------

            Outstanding at
              March 31, 1998                        2.25  -   2.50   160,000            1.87  -   3.75      960,000

            Expired                                                                     3.25  -   3.75     (400,000)
                                                   ---------------   -------           ---------------   ----------

            Outstanding at
              March 31, 1999                       $2.25  -  $2.50   160,000           $1.87  -  $3.25      560,000
                                                   ===============   =======           ===============   ==========

</TABLE>

           At March 31, 1999, there were 160,000 and 560,000 options and
           warrants outstanding, respectively, exercisable at prices ranging
           from $1.87 to $3.25, and 767,500 shares reserved for issuance
           under all stock arrangements.

           Significant option and warrant groups outstanding at March 31,
           1999, and the related weighted average exercise price and life
           information are as follows:

<TABLE>

<CAPTION>

                                                                                            Weighted               Weighted
                                                       Options/           Options/          Average                Average
              Range of                                 Warrants           Warrants          Exercise               Remaining
              Exercise Price                           Outstanding        Exercisable       Price                  Life (years)

              <S>                                      <C>                <C>               <C>                    <C>
                        $1.875                         205,000            205,000           $1.875                 2.50
              2.10   to   2.50                         380,000            380,000            2.380                 1.07
                          3.25                         135,000            135,000            3.250                  .12
                                                       -------            -------

              1.875  to   3.25                         720,000            720,000            2.400                 1.31
                                                       =======            =======

</TABLE>

                                                                           F18

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

15.      Stock Option Plan and Warrants, continued

          As disclosed in Note 1, the Company continues to follow the
          provisions of APB 25, "Accounting for Stock Issued to Employees,"
          when determining the value of stock based compensation.
          Accordingly, no compensation expense has been recognized for its
          stock based compensation. If the Company had used the fair value
          method of accounting for stock based compensation, there would have
          been no effect on the net income or loss of the Company for the
          years ended March 31, 1999 or 1998. For the year ended March 31,
          1997, net income would have been reduced by approximately $45,000,
          or $.01 per share. The impact of the fair value method takes into
          account options and warrants granted since April 1, 1995. The
          weighted fair value of options and warrants granted during the year
          ended March 31, 1997, was $.18. There were no options or warrants
          issued during the years ended March 31, 1999 or 1998. For the year
          ended March 31, 1997, the fair value was estimated using the
          exercise price on the date of the grant and the following
          assumptions: risk free interest rate of 5.41%, volatility of 64.30%
          and a dividend yield of 0.00%.

16.      Income Taxes

          Income tax expense/(benefit) for the years ended March 31 consists
          of the following:

<TABLE>

<CAPTION>

                                                         1999            1998              1997
           <S>                                           <C>             <C>               <C>
            Current:
              Federal                                    $-0-            $    -0-          $(181,066)
              State and local                             -0-                 -0-                -0-
                                                         ----            --------          ---------
                                                          -0-                 -0-           (181,066)

            Deferred:
              Federal                                     -0-             181,283             28,400
              State and local                             -0-              78,552             12,306
                                                         ----            --------          ---------
                                                          -0-             259,835             40,706
                                                         ----            --------          ---------

                Income tax expense/(benefit)             $-0-            $259,835          $(140,360)
                                                         ====            ========          =========

</TABLE>

          The deferred tax expense for March, 1998, represents an increase in
          the beginning-of-year valuation allowance for deferred tax assets.
          The current income tax benefit for March, 1997, consists of the
          reversal of a previously established allowance in connection with
          certain Federal net operating loss carry-backs.

          The differences (expressed as a percentage of pretax income)
          between the statutory Federal income tax rate and the effective
          income tax rate as reflected in the accompanying statements of
          operations are as follows:

<TABLE>

<CAPTION>

                                                          1999                1998                1997

            <S>                                           <C>                 <C>                 <C>
            Statutory federal income tax rate              34.0                34.0                34.0
            State and local income taxes,
              net of federal benefit                        9.8                 9.8                 9.8
            Valuation allowance and reserves              (20.7)              (50.7)              (82.9)
            Permanent differences                         (23.1)               (0.5)               (6.2)
                                                          -----               -----               -----
            Effective tax rate                              0.0%               (7.4)%             (45.3)%
                                                          =====               =====               =====

</TABLE>

          The significant components of deferred tax assets and liabilities
          as of March 31, 1999 and 1998, are as follows:

                                                   1999           1998
            Current deferred tax assets:
              Accounts receivable                  $ 124,114      $150,769
              Accrued expenses                       297,289       272,459
                                                   ---------      --------
                                                     421,403       423,228
            Valuation allowance                     (421,403)     (423,228)
                                                   ---------      --------

                Net current deferred tax asset     $     -0-      $    -0-
                                                   =========      ========

                                                                           F19

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

16.      Income Taxes, continued

<TABLE>

<CAPTION>

                                                                                1999                1998
            <S>                                                                 <C>                 <C>
            Non-current deferred tax assets/(liabilities):
              Equipment                                                         $  (80,086)         $ (100,280)
              Intangible assets                                                  1,131,567           1,196,499
              Self-insurance                                                       328,727             345,638
              Net operating loss carryover                                       1,835,867           1,757,431
                                                                                ----------          ----------
                                                                                 3,216,075           3,199,288
              Valuation allowance                                               (3,216,075)         (3,199,288)
                                                                                ----------          ----------

                Net non-current deferred tax asset                              $      -0-          $      -0-
                                                                                ==========          ==========
</TABLE>

          The valuation allowance increased by $14,962 and $1,874,080 during
          the years ended March 31, 1999 and 1998, respectively, and
          decreased by $429,464 during the year ended March 31, 1997. Federal
          and State net operating loss carry-overs were approximately
          $3,989,000 and $4,374,200, respectively, at March 31, 1999. They
          begin to expire in 2010.

17.     Service Agreements

          The Company has entered into agreements with various security guard
          companies (service companies) whereby the Company administers the
          billing, collection and payroll functions and the service companies
          administer the operations of the respective guard contracts. Under
          these arrangements, the Company receives title to all the
          receivables generated and under some arrangements may become the
          employer of record for all applicable guard personnel. All
          contracts contain renewal provisions based on the volume of
          business generated by the respective service companies.

          The Company records the billings for service company contracts in
          accounts receivable with a corresponding liability, "due to service
          companies," net of the Company's administrative fees and payroll
          and related expenses paid by the Company, at the time the services
          are provided to the service companies' customers. The administrative
          fees charged to the service companies are included in "service
          contract revenue" on the Company's statements of operations.

          The following is a summary of the service companies' activities for
          the years ended March 31, 1999, 1998 and 1997, respectively, the
          components of which have been excluded from the Company's financial
          statements:

<TABLE>

<CAPTION>

                                                                                 1999            1998              1997
           <S>                                                                   <C>             <C>               <C>
           Employer of record service contract revenue
             Service companies' guard service revenue                            $7,528,163      $17,913,206       $17,241,188
             Cost of revenue                                                      5,612,727       13,286,869        13,757,683
                                                                                 ----------      -----------       -----------
             Gross profit                                                         1,915,436        4,626,337         3,483,505
             Service companies' share of gross profit                             1,468,608        3,551,906         2,455,187
                                                                                 ----------      -----------       -----------
                                                                                    446,828        1,074,431         1,028,318
           Non employer of record service contract revenue                          466,670          376,161           442,995
                                                                                 ----------      -----------       -----------

             Service contract revenue                                            $  913,498      $ 1,450,592       $ 1,471,313
                                                                                 ==========      ===========       ===========
</TABLE>

          The Company has extended various operating loans to these service
          companies. Interest charged varies between 2% above the prime
          lending rate of the Chase Manhattan Bank and 14% per annum.
          Principal repayment terms extend through the fiscal year ending
          March 31, 2002. In addition, the Company has guaranteed bank loans
          to certain service companies (see Note 13).

                                                                           F20

<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

18.     Private Placements

          During January and February, 1995, the Company completed several
          private equity offerings including the issuance of 9,061 shares of
          convertible preferred stock with a liquidation value of $165 per
          share for a total of $1,495,065 (each share of preferred stock is
          convertible into 100 shares of the Company's common stock, provides
          a yield of 8% per annum and is redeemable upon certain future
          financing events); 950,002 shares of common stock for a total of
          $1,377,500 pursuant to an offering exempt from registration under
          Regulation D; and 1,137,506 shares of common stock for a total of
          $1,287,174 pursuant to various offerings exempt from registration
          under Regulation S promulgated under the Securities Act of 1933. In
          addition, the Company issued warrants to purchase 250,000 shares to
          the placement agent. Proceeds to the Company, net of placement
          agent fees of $356,000 and offering costs of $281,397, amounted to
          $3,522,342.

          In October, 1993, the Company completed a private placement of
          1,600,000 units, at $2.50 per unit, each consisting of one share of
          the Company's common stock and one three year redeemable warrant to
          purchase one-half common share. In addition, the Company issued
          warrants to purchase 160,000 shares to the placement agent (see
          Note 15). Proceeds to the Company, net of placement agent fees of
          $520,000 and offering costs of $156,926, amounted to $3,323,074.
          The Company was obligated to register the shares issued in
          connection with this offering by February, 1994, and has attempted
          to do so. The registration, however, was not completed until
          November, 1995, and in December, 1994, the Company authorized the
          issuance of an additional 400,000 shares to the initial investors
          in accordance with the provisions of the private placement
          agreement.

          In connection with the above private placement offerings, the
          Company has certain risks that are described in Note 13.

19.     Preferred Stock

          The Board of Directors has been authorized to issue preferred stock
          in series and to fix the number, designation, relative rights,
          preferences and limitations of each series of such preferred stock.
          Of the 1,000,000 shares authorized for issuance, 11,412 have been
          designated as Series A Convertible Preferred Stock ("Series A").

          The Series A shareholders are entitled to receive annual dividends
          equal to 8% of the liquidation value of their shares, payable by
          the issuance of additional Series A stock until such time as all
          amounts due on the Deltec debt (see Note 8) have been paid in full
          and then in cash thereafter. The $1.5 million Deltec indebtedness
          was repaid in full in February, 1999. During the years ended March
          31, 1999, 1998 and 1997, 913, 845 and 782 Series A shares have been
          issued, representing dividends accrued through February 24, 1999,
          1998 and 1997, respectively. Accrued dividends at March 31, 1999,
          approximated $15,200. Upon liquidation or redemption the Series A
          shareholders are entitled to $165 per share.

          Any holder of Series A shares may at any time convert their shares
          into common stock of the Company at a conversion ratio of 100
          shares of common stock for each share of Series A stock.

          The Company was obligated to redeem any unconverted Series A shares
          at such time as the Deltec debt is paid in full. However, no
          redemption was required until all outstanding warrants issued in
          the Company's October 1993 private placement were exercised. All
          such warrants expired in October, 1997, and the Company is no
          longer obligated to redeem the Series A preferred stock.
          Consequently, the preferred stock has been transferred and included
          with stockholders' equity on the balance sheets as of March 31,
          1999 and 1998.

20.     Fair Value

          The fair value of the Company's long-term notes receivable is based
          on the current rates offered by the Company for notes of the same
          remaining maturities. The fair value of the Company's long-term
          debt is based on the borrowing rates currently available to the
          Company for loans with similar terms and average maturities. At
          March 31, 1999 and 1998, the fair value of long-term notes
          receivable and long-term debt approximates their carrying amounts.

                                                                           F21


<PAGE>

Command Security Corporation

Notes to Financial Statements, Continued
March 31, 1999, 1998 and 1997

21.   Related Party Transactions

        The Company's former general counsel is also a member of the Board of
        Directors. Legal fees paid amounted to $2,394, $6,238 and $4,202 for
        the years ended March 31, 1999, 1998 and 1997, respectively.

        A director of Deltec International SA, the parent of Deltec
        Development Corporation, the former subordinated debt lender to the
        Company (see Note 8), is also a member of the Board of Directors of
        the Company. Interest paid in connection with this debt amounted to
        $32,813, $85,312 and $137,813 for the years ended March 31, 1999,
        1998 and 1997, respectively. In addition, Deltec acquired 3,000
        shares of the Company's preferred stock at a cost of $495,000 (see
        Note 19). Dividends accrued and paid in additional shares of
        preferred stock for the years ended March 31, 1999, 1998 and 1997,
        amounted to $49,882, $46,035 and $42,735, or 302, 279 and 259 shares,
        respectively. Expenses of $20,800, $28,100 and $28,670 were paid on
        behalf of this director as compensation for services rendered for the
        years ended March 31, 1999, 1998 and 1997, respectively.

22.   Operating Licenses

        The Company is subject to regulation and licensing by various state
        government agencies. The Chairman of the Company currently holds
        virtually all of the required state operating licenses. In the event
        the Company were to lose the services of the Chairman, an officer of
        the Company would have to obtain the necessary licenses, or the
        Company would have to hire someone who holds the required licenses
        for the Company to continue to conduct its business.

23.   Acquisitions

        During fiscal years 1999 and 1998, the Company acquired several
        smaller security guard businesses, principally customer lists, for an
        aggregate final cost of approximately $181,000 and $378,000,
        respectively, payable in cash and notes. The Company accounted for
        these acquisitions using the purchase method. The financial
        statements include the operations of these businesses from the
        respective acquisition dates. The customer lists are being amortized
        over a five year period, the estimated economic lives of the lists.

24.   Year 2000 Conversion

        The Company recognizes the need to ensure its operations will not be
        adversely impacted by Year 2000 software failures. Software failures
        due to processing errors potentially arising from calculations using
        the Year 2000 date are known risks. The Company is addressing this
        risk to the availability and integrity of financial systems and the
        reliability of operational systems. The Company has evaluated the
        risks and costs associated with this problem and has reviewed both
        internal as well as key third party systems. Through March 31, 1999,
        the Company has expended $27,900 in connection with outside
        consultants for services related to Year 2000 issues. Additional
        costs associated with achieving Year 2000 compliance are estimated to
        be immaterial and, as of April 15, 1999, management has determined
        that all critical internal systems are fully year 2000 compliant.
        Year 2000 related expenditures are charged to operations as they are
        incurred. Associated internal labor costs have not been tracked and
        are considered to be immaterial.

25.   Reclassifications

        Certain 1998 amounts have been reclassified to conform with 1999
        presentations.

                                                                           F22


<PAGE>

<TABLE>

COMMAND SECURITY CORPORATION

SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS

<CAPTION>

                                                                  Against
                                                                  Amounts                                Uncollectible
                                         Balance at   Charged to  Due         Charged                    Accounts       Balance
                                         Beginning    Costs and   to Service  to Other                   Written        at End of
                                         of Period    Expenses    Companies   Accounts      Recoveries   Off            Period
<S>                                      <C>          <C>         <C>         <C>           <C>          <C>            <C>
Year ended March 31, 1999:
  Deducted from asset accounts:

    Allowance for doubtful accounts
      receivable - current maturities    $  716,347   $309,348    $(36,143)   $             $            $288,227       $  701,325

    Allowance for doubtful notes
      receivable - current maturities       273,715                 88,447                    60,448       33,924          267,790

    Allowance for other doubtful
      receivables - current maturities    1,024,319     58,568     (88,447)    250,000<F1>   255,597        1,650          987,192

    Allowance for doubtful notes
      and long-term receivables,
      net of current maturities                 -0-                                                                            -0-


Year ended March 31, 1998:
  Deducted from asset accounts:

    Allowance for doubtful accounts
      receivable - current maturities     $ 619,621   $376,404    $119,847    $             $  5,837     $393,688       $  716,347

    Allowance for doubtful notes
      receivable - current maturities       450,653    180,360                  37,867<F2>     1,978      393,187          273,715

    Allowance for other doubtful
      receivables - current maturities      104,138    837,129       7,000     196,829<F2>     7,000      113,777        1,024,319

    Allowance for doubtful notes
      and long-term receivables,
      net of current maturities             785,360     57,258                               230,778      611,839              -0-


Year ended March 31, 1997:
  Deducted from asset accounts:

    Allowance for doubtful accounts
      receivable - current maturities       842,006    316,828      47,024                    90,011      496,226          619,621

    Allowance for doubtful notes
      receivable - current maturities       362,164     43,565                  11,000<F3>                                 450,653
                                                                                33,924<F4>
    Allowance for other doubtful
      receivables - current maturities       17,372     86,766                                                             104,138

    Allowance for doubtful notes
      and long-term receivables,
      net of current maturities                 -0-    737,436                 (11,000)<F3>                                785,360
                                                                                58,924<F4>

<FN>

<F1> Represents cash received for item previously removed from accounts.

<F2> Represents deferred revenue reduction related to non-performing receivable.

<F3> Represents reclassifications between short-term and long-term receivables.

<F4> Represents retention and other adjustments related to customer list purchases.

</FN>

</TABLE>

                                                                           F23

<PAGE>


E-1     Exhibit 27 - Financial Data Schedule






COMMAND SECURITY CORPORATION

EXHIBIT 27 - FINANCIAL DATA SCHEDULE