<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2001

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

                           Commission File No. 0-28910

                           GENERAL CREDIT CORPORATION
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  New York                                  13-3895072
        -------------------------------                   -------------------
        (State or other jurisdiction of                    (IRS Employer
         incorporation or organization)                   Identification No.)

                        370 Lexington Avenue, Suite 2000
                            New York, New York 10017
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (212) 697-4441
                           ---------------------------
                           (Issuer's Telephone Number)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

         On August 20, 2001, the number of shares of Common Stock of the issuer
outstanding was 3,312,050 shares of Common Stock, par value $.001 per share.

         Traditional Small Business Disclosure Format (check one):
                                 Yes [X] No [ ]

         Documents Incorporated By Reference: None


<PAGE>   2


                           GENERAL CREDIT CORPORATION

                                   FORM 10-QSB

                           QUARTER ENDED JUNE 30, 2001

                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION (UNAUDITED)

     Item 1. Financial Statements..............................................1

         Consolidated Condensed Balance Sheets,
                  June 30, 2001 and December 31, 2000........................F-1

         Consolidated Condensed Statements of Operations for the
                  Three and Six Months Ended June 30, 2001 and 2000..........F-2

         Consolidated Condensed Statements of Cash Flows for the
                  Six Months Ended June 30, 2001 and 2000....................F-3

         Notes to Consolidated Condensed Financial Statements................F-4

         Item 2. Management's Discussion and Analysis or Plan of Operation.....2

PART II:  OTHER INFORMATION

         Item 1. Legal Proceedings.............................................6

         Item 2. Changes in Securities and Use of Proceeds.....................7

         Item 3. Defaults Upon Senior Securities...............................7

         Item 4. Submission of Matters to a Vote of Security Holders...........7

         Item 5. Other Information.............................................7

         Item 6. Exhibits and Reports on Form 8-K..............................8

SIGNATURES.....................................................................9




                                        i
<PAGE>   3




                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         The unaudited, condensed financial statements included herein, have
been prepared in accordance with the requirements of Regulation S-B and
supplementary financial information included herein, if any, has been prepared
in accordance with Item 310(b) of Regulation S-B and, therefore, omit or
condense certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the three and six months ended June 30, 2001 are not necessarily
indicative of the results for the year ending December 31, 2001.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




                                       1
<PAGE>   4

                   GENERAL CREDIT CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                      June 30,             December 31,
                                                        2001                  2000
                                                     -----------           -----------
                                                     (unaudited)
<S>                                                  <C>                   <C>
               ASSETS
Current assets:
     Cash and cash equivalents                       $ 3,544,016           $ 2,182,215
     Receivables from customers
          and brokers, net                               669,231               701,382
     Prepaid expenses and other
          current assets                                  67,495               330,619
     Net assets of discontinued subsidiary             1,238,886             1,734,418
                                                     -----------           -----------
               Total current assets                    5,519,628             4,948,634

Fixed assets, at cost, less
          accumulated depreciation                       554,522               527,146
Investment in and advances to subsidiary ..            2,020,428             1,199,218
Notes receivable - brokers and others                    439,204               486,765
Notes receivable from officer                             78,767                42,726
Goodwill and other intangibles, net                      248,916               277,916
Other assets                                             588,095               359,054
                                                     -----------           -----------
               Total                                 $ 9,449,560           $ 7,841,459
                                                     ===========           ===========

               LIABILITIES
Current liabilities:
     Notes and advances payable                      $ 8,297,982           $ 5,275,284
     Accounts payable and accrued
          expenses                                       935,967               711,007
                                                     -----------           -----------
               Total current liabilities ..            9,233,949             5,986,291
                                                     -----------           -----------

Long-term portion of notes
          and advances payable                           522,390               460,354
                                                     -----------           -----------
Deferred rent payable                                     45,946                37,146
                                                     -----------           -----------

SHAREHOLDERS' EQUITY (DEFICIENCY)
Shareholders' equity (deficiency):
     Common shares, $.001 par value,
          20,000,000 shares authorized,
          3,662,550 shares issued,
          respectively                                     3,663                 3,663
     Additional paid-in capital                        8,270,267             8,270,267
     Stock subscription receivable                       (54,544)              (70,794)
     Deficit                                          (8,551,529)           (6,845,468)
     Treasury stock - 55,000 shares at cost              (20,582)                   --
                                                     -----------           -----------
                                                        (352,725)            1,357,668
                                                     -----------           -----------
               Total                                 $ 9,449,560           $ 7,841,459
                                                     ===========           ===========


</TABLE>



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



                                      F-1

<PAGE>   5

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


<TABLE>
<CAPTION>
                                                           Six Months Ended                        Three Months Ended
                                                                June 30,                               June 30,
                                                    -------------------------------         -------------------------------
                                                       2001                 2000               2001                2000
                                                    -----------         -----------         -----------         -----------

<S>                                                 <C>                 <C>                 <C>                 <C>
Fee income - net                                    $ 2,767,041         $ 2,584,499         $ 1,345,317         $ 1,256,929
                                                    -----------         -----------         -----------         -----------
Expenses:

     Selling, general and administrative              2,133,941           1,764,850           1,326,786             919,085

     Depreciation and amortization                      103,987              83,514              53,308              41,820

     Equity in (income) loss of subsidiary              (93,606)           (209,189)             75,490            (118,985)

     Interest expense - net                             732,774             704,799             356,133             336,754
                                                    -----------         -----------         -----------         -----------
                                                      2,877,096           2,343,974           1,811,717           1,178,674
                                                    -----------         -----------         -----------         -----------

Income (loss) before value of
          stock and stock options issued               (110,055)            240,525            (466,400)             78,255

Stock and stock options issued                               --            (314,977)                 --             (48,977)
                                                    -----------         -----------         -----------         -----------

Income (loss) from continuing operations               (110,055)            (74,452)           (466,400)             29,278

Discontinued operations

     Loss from discontinued operations                 (872,787)           (206,136)           (458,196)           (116,804)
     Loss on sale of discontinued operations           (723,219)                 --            (723,219)                 --
                                                    -----------         -----------         -----------         -----------

Net income (loss)                                   $(1,706,061)        $  (280,588)        $(1,647,815)        $   (87,526)
                                                    ===========         ===========         ===========         ===========

Net income (loss) per common share
     Continuing operations                          $     (0.03)        $     (0.02)        $     (0.13)        $      0.01
     Discontinued operations                              (0.44)              (0.06)              (0.33)              (0.03)
                                                    -----------         -----------         -----------         -----------
                                                    $     (0.47)        $     (0.08)        $     (0.46)        $     (0.02)
                                                    ===========         ===========         ===========         ===========

Weighted average number of
          common shares outstanding                   3,615,400           3,621,793           3,607,550           3,626,888
                                                    ===========         ===========         ===========         ===========

</TABLE>



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





                                      F-2

<PAGE>   6




                   GENERAL CREDIT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      Six Months Ended
                                                                           June 30,
                                                              ---------------------------------
                                                                  2001                  2000
                                                              -----------           -----------
<S>                                                           <C>                   <C>
Cash flows from operating activities:
     Net (loss)                                               $(1,706,061)          $  (280,588)
     Adjustments to reconcile net (loss) to
         net cash (used in) provided by
         operating activities:
         Loss from discontinued operations                        872,787               206,136
         Loss on sale of discontinued operations                  723,219
         Equity in earnings of subsidiary                         (93,606)             (209,189)
         Issuance of stock and stock options                           --               314,977
         Depreciation and amortization                            103,987                83,514
         Reduction of stock subscription                           16,250                 9,098
         Bad debt expense                                         125,000               150,000
     Change in assets and liabilities
         Receivables from customers and brokers                   (92,849)             (782,969)
         Prepaid expenses                                         263,124              (161,666)
         Other assets                                            (210,781)             (119,627)
         Accounts payable and accrued expenses                    224,960              (218,436)
         Deferred rent payable                                      8,800                    --
                                                              -----------           -----------
            Net cash (used in) provided by
                operating activities                              234,830            (1,008,750)
                                                              -----------           -----------
Cash flows from investing activities:
     Purchase of fixed assets                                     (98,496)              (31,443)
     Increases in notes receivable                                     --              (186,000)
     Collections of notes receivable                               47,561               228,386
     Increase in officer's life insurance receivable              (18,260)              (18,260)
     Increase in officer's notes receivable                       (82,041)                   --
     Investment in and advances to subsidiary                    (727,604)              116,687
     Increases in loans to officer                                (36,041)                   --
     Collection on loans to officer                                    --                 4,703
                                                              -----------           -----------
            Net cash provided by (used in)
                investing activities                             (914,881)              114,073
                                                              -----------           -----------
Cash flows from financing activities:
     Purchase of treasury stock                                   (20,582)                   --
     Borrowings under long-term and
         short term debt agreements                             4,150,000             4,044,960
     Repayments of long-term and
         short term debt                                       (1,065,266)             (121,868)
                                                              -----------           -----------
            Net cash provided by
                financing activities                            3,064,152             3,923,092
                                                              -----------           -----------
Cash flows from discontinued operations                        (1,022,300)              195,325
                                                              -----------           -----------
Net increase in cash and cash equivalents                       1,361,801             3,223,740
Cash and cash equivalents, beginning
         of period                                              2,182,215             4,509,741
                                                              -----------           -----------
Cash and cash equivalents, end of period                      $ 3,544,016           $ 7,733,481
                                                              ===========           ===========

SUPPLEMENTARY INFORMATION:
     Interest paid continuing operations                      $   661,983           $   858,445
                                                              ===========           ===========
     Taxes paid continuing operations                         $     3,587           $     4,690
                                                              ===========           ===========
</TABLE>


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




                                      F-3
<PAGE>   7


                   GENERAL CREDIT CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The unaudited, condensed consolidated financial statements included herein,
commencing at page F-1, have been prepared in accordance with the requirements
of Regulation S-B and supplementary financial information included herein, if
any, has been prepared in accordance with Item 310 (b) of Regulation S-B and,
therefore, omit or condense certain footnotes and other information normally
included in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
financial information for the interim periods reported have been made. The
financial statements should be read in conjunction with the financial statements
and notes thereto, together with Management's Discussion and Analysis of
Financial Condition or Plan of Operation, contained in the Company's 2000 Annual
Report on Form 10-KSB. Results of operations for the three and six months ended
June 30, 2001 are not necessarily indicative of the results for a full year.

NOTE 2 - ACQUISITIONS

CASH PAYROLL EXPRESS LLC ("CPE")

On April 27, 1999 the Company acquired an 80.5% common stock ownership in CPE.
However, as a result of a related stockholders agreement, control of CPE and the
Company's share of its earnings are divided equally between the Company and
CPE's minority common shareholder. Accordingly, the Company's interest in CPE is
accounted for on the equity method of accounting.

NOTE 3 - DISCONTINUED OPERATION

On June 26, 2001 the Company entered into an agreement with Gerald Nimberg, the
Company's former President, Chief Operating Officer, acting Chief Financial
Officer, Secretary, Treasurer and a former member of the Company's Board of
Directors to sell to Mr. Nimberg its 90% interest in Rapidpay Corporation
("Rapidpay"). The assets and operations of Rapidpay had previously been reported
as a separate segment of the Company. On July 10, 2001, the Company sold to Mr.
Nimberg its 90% interest in Rapidpay. In connection with the sale of its
interest in Rapidpay to Mr. Nimberg, Mr. Nimberg resigned his positions with the
Company, delivered to the Company a non interest bearing note in the principal
amount of $100,000 due in full in January 2004 and 350,500 shares of common
stock of the Company which was all of the shares of common stock of the Company
owned by Mr. Nimberg and Rapidpay assigned to the Company $1,036,000 of accounts
receivable of Rapidpay. The Company has no further obligation with respect to
Mr. Nimberg's employment contract.

The financial statements for all periods presented have been restated to reflect
the operations and loss on the sale of Rapidpay as a discontinued operation. The
net assets of Rapidpay have been reflected at their net realizable values.




                                      F-4
<PAGE>   8
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION OR PLAN OF OPERATION OF THE
COMPANY SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

OVERVIEW

         General Credit Corporation (the "Company") is a New York corporation
currently engaged in providing working capital financing to its customers
through the discounted purchase of checks commonly referred to as "check
factoring". Through July 10, 2001, the Company, through its subsidiary, Rapidpay
Corporation ("Rapidpay"), also purchased at a discount, credit card sales slips.
Effective July 10, 2001, the Company sold to Gerald Nimberg, the Company's
former President, Chief Operating Officer, Acting Chief Financial Officer,
Secretary, Treasurer and a former member of the Company's Board of Directors,
its interest in Rapidpay and terminated its credit card sales slip purchasing
operations. The Company provides its check factoring services to its customers,
generally on a non-recourse basis with respect to its customers except to the
extent of forged signatures on and stop payments of the purchased checks.

RESULTS OF OPERATIONS

         For the three and six months ended June 30, 2001, the Company derived
fee income of $1,345,317 and $2,767,041, respectively, from the purchase of
checks, compared to 1,256,929 and $2,584,499, respectively, for the three and
six months ended June 30, 2000. The face amount of checks purchased during the
three and six months ended June 30, 2001 was approximately $174,084,000 and
$339,429,000, respectively, compared to $140,373,000 and $282,022,000,
respectively, for the three and six months ended June 30, 2000.

         Selling, general and administrative expenses, including, among other
expenses, amounts paid in respect of sales representatives, payroll and related
expenses and office overhead costs (including rent) during the three and six
months ended June 30, 2001 was $1,326,786 and $2,133,941, respectively, which
represents 99% and 77% of fee income, respectively, compared to $919,085 and
$1,764,850, respectively, for the three and six months ended June 30, 2000 which
represented 73% and 68% of fee income, respectively. The Company's selling,
general and administrative expenses increased as a result of an increase in the
Company's bad debt expense, an increase in the Company's payment of brokerage
commissions, an increase in payroll and related costs, an increase in
advertising and public relations expenses and an increase in rental expenses.

         For the three and six months ended June 30, 2001, interest expense, net
of interest income, was $356,133 and $732,774, respectively, which reflects the
high interest rate the Company is paying for its borrowings compared to $336,754
and $704,799, respectively, for the three and six months ended June 30, 2000.
The increase in interest expense results from






                                       2
<PAGE>   9

additional borrowings made by the Company during the three and six months ended
June 30, 2001 as compared to the three and six months ended June 30, 2000.

         For the three and six months ended June 30, 2001, the Company incurred
non-cash expenses of $53,308 and $103,987, respectively, as compared to $178,147
and $579,191 for the three and six months ended June 30, 2000, which June 30,
2000 amounts consisted primarily of non-cash expenses associated with the
issuance by the Company of stock options to acquire 225,000 shares of the
Company's Common Stock, the amortization of the intangible assets resulting from
the purchase of the business of a commissioned agent in September 1997 and
another company in April 1999.

         (Income) loss from continuing operations for the three and six months
ended June 30, 2001 was $466,400 ($.13 per share) and $110,055 ($.03 per share),
respectively, compared to ($29,278) (($.01) per share) and $74,452 ($.02 per
share) for the three and six months ended June 30, 2000, respectively. Loss from
discontinuing operations for the three and six months ended June 30, 2001 was
$1,181,415 ($.33 per share) and $1,596,006 ($.44 per share), respectively,
compared to $116,804 ($.03 per share) and $206,136 ($.06 per share) for the
three and six months ended June 30, 2000, respectively.

         (Earnings) loss before taxes, depreciation, amortization and
discontinued operations ("EBTDA") during the three and six months ended June 30,
2001 was $413,092 or approximately $.11 per share and $6,068, or approximately
$0 per share, respectively, per the weighted average number of shares
outstanding compared to ($90,621) or ($.02) per share, and ($298,603) or
approximately ($.08) per share, for the three and six months ended June 30,
2000, respectively. EBTDA is not presented as an alternative to operating
results or cash flow from operations as determined by generally accepted
accounting principles ("GAAP"), but rather to provide additional information
related to the ability of the Company to meet current trade obligations and debt
service requirements. EBTDA should not be considered in isolation from, or
construed as having greater importance than, GAAP operating income or cash flows
from operations as a measure of an entity's performance.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's capital requirements generally increase proportionately
to the aggregate face amount of checks purchased, although more rapid collection
of purchased checks can mitigate the company's cash needs. The Company finances
its operations principally through (i) cash flow generated from operations; (ii)
a $500,000 working capital loan (the "$500,000 Loan") provided by the wife of a
sales representative of the Company; (iii) a demand loan from an unaffiliated
third party in the principal amount of $2.15 million (the "$2.15 Million Dollar
Loan"); (iv) a term loan due March 2003 from Irwin Zellermaier, the Company's
Chief Executive Officer and Chairman of the Board in the principal amount of
$29,981 as of June 30, 2001 (the "Zellermaier Loan"); (v) a demand loan from an
entity controlled by Irwin Zellermaier, Greg Ronan, a director of the Company
and an attorney with a law firm who provides legal services to the Company and
family members of Gerald Nimberg, the Company's former President, former Chief
Operating Officer, former Acting Chief Financial Officer, former Secretary,
former Treasurer and former member of the Company's Board of Directors in the
principal amount of






                                       3
<PAGE>   10


$695,040 as of June 30, 2001 (the "Zellermaier Entity Loan"); (vi) a term loan
relating to the Company's acquisition of a company engaged in check factoring in
the amount of $165,500 as of June 30, 2001 (the "Acquisition Loan"); (vii) a
term loan relating to the Company's acquisition of a company engaged in check
factoring in the amount of $232,610 as of June 30, 2001 (the "Second Acquisition
Loan"); (viii) demand loans from unaffiliated third parties in the aggregate
principal amount of approximately $5,090,000 as of June 30, 2001 (the "Aggregate
Loans"); (ix) a working capital credit facility in the aggregate original
principal amount of up to $2.5 million (the "Credit Facility") provided by a
corporation (the "Affiliated Corporation"), in part owned by Gerald Schultz, the
former owner of New York Payroll Factors (predecessor of the Company) and Ann
Nimberg, the wife of Gerald Nimberg, and (x) short term working capital loan
arrangements with various banks and lenders, unaffiliated with the Company, who
extend credit to the Company based upon uncollected checks purchased by the
Company and deposited for payment. This credit has, from time to time, reached
approximately $3 million and is typically repaid with interest or uncollected
bank charges daily or every few days.

         Pursuant to the $500,000 Loan, the Company is obligated to pay, on a
monthly basis, interest only at 21% per annum on the outstanding principal
amount under the $500,000 Loan. All accrued but unpaid interest together with
the principal amount outstanding under the $500,000 Loan is due to be repaid by
the Company in November 2001. The principal amount outstanding under the
$500,000 Loan as of June 30, 2001 was $71,000. The Company may prepay the
$500,000 Loan without premium or penalty.

         As of June 30, 2001, the principal amount owed under the $2.15 Million
Dollar Loan was $2.15 million, which amount is payable by the Company upon
demand. Interest at 24% per annum on the $2.15 Million Dollar Loan is paid by
the Company monthly.

         As of June 30, 2001, the principal amount owed under the Zellermaier
Loan was $29,981. The Company is obligated to make monthly payments on the
Zellermaier Loan through March 2003 consisting of principal and interest at
11.9% per annum.

         As of June 30, 2001, the principal amount owed under the Zellermaier
Entity Loan was $695,040. The principal amount of the Zellermaier Entity Loan is
repayable by the Company on demand. Interest at 23% per annum is payable monthly
by the Company on the Zellermaier Entity Loan. Effective July 10, 2001, the
family members of Gerald Nimberg previously affiliated with the Zellermaier
Entity Loan were paid in full and are no longer affiliated with the Zellermaier
Entity Loan.

         As of June 30, 2001, the amount owed under the Acquisition Loan was
$165,500 which is payable by the Company in monthly amounts of $7,040 through
April 2003, which monthly amount includes interest at 7% per annum.

         As of June 30, 2001, the amount owed under the Second Acquisition Loan
was $232,610 which is payable by the Company in monthly amounts of $7,520
through October 2003, which monthly amount includes interest at 10% per annum.

         As of June 30, 2001, the amount owed under the Aggregate Loans is
$5,090,000 which is payable by the Company upon demand. The interest rates range
from 18% to 21% per annum payable monthly by the Company on the Aggregate Loans.






                                       4
<PAGE>   11
         Pursuant to the terms of the Credit Facility, the Affiliated
Corporation established a credit facility in favor of the Company in the
aggregate principal amount of $2.5 million. Interest at 23% per annum on the
amounts outstanding under the Credit Facility is payable monthly by the Company
pursuant to the Credit Facility. As of June 30, 2001, there were no amounts
outstanding under the Credit Facility. The Company's repayment obligations under
the Credit Facility are secured by uncollected checks purchased by the Company
with amounts advanced to the Company under the Credit Facility. The amounts
received by the Company from such checks are required to be delivered to the
Affiliated Corporation as repayment for the amounts owed by the Company under
the Credit Facility. Effective July 2001, the Credit Facility was terminated by
the Company and the Affiliated Corporation.

         In order for the Company to grow and purchase checks, it requires
capital. To date, the Company has not had adequate cash resources to satisfy the
demand it perceives for its check purchasing services. To the extent the Company
has borrowed capital, it has incurred very high interest rates. The Company is
currently seeking additional debt or equity financing to attempt to fund
expansion of the Company's business. There can be no assurances that additional
financing will be available on terms favorable to the Company, if at all. If
adequate funds are not available or are not available on acceptable terms, the
Company may not be able to maintain or improve operating results, fund growth,
take advantage of certain acquisition opportunities or respond to competitive
pressures.

         As of June 30, 2001, the Company had available cash and cash
equivalents and certificates of deposit of approximately $3,544,016 as compared
to approximately $2,182,215 as of December 31, 2000. This increase in cash is
due principally to the elimination of the Company's obligation to maintain
collateral in the form of restricted cash as was required under a credit
obligation of the Company.

EFFECTS OF INFLATION

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

FORWARD LOOKING INFORMATION MAY PROVE INACCURATE

         This Quarterly Report on Form 10-QSB contains certain forward-looking
statements and information relating to the Company that are based on the beliefs
of management, as well as




                                       5
<PAGE>   12

assumptions made by and information currently available to the Company. When
used in this document, the word "anticipate," "believe," "estimate," "expect"
and "intends" and similar expressions, as they relate to the Company, are
intended to identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future events and are subject to
certain risks, uncertainties and assumptions, including the uncertainty
associated with the Company's acquisition of additional financing, those
described in this Quarterly Report on Form 10-QSB, the Company's Registration
Statement on Form SB-2 (SEC File No. 333-09831) declared effective by the
Securities and Exchange Commission on April 25, 1997 and periodic reports filed
by the Company. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated or
expected. The Company does not intend to update these forward-looking
statements.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         In August 2001, the Company and a bank settled a lawsuit by entering
into a mutual release and an agreement whereby the Company paid the bank $25,000
and is obligated to pay the bank $50,000 over the next 12 months. The lawsuit
related to the bank's alleged negligent handling of checks deposited by the
Company and alleged improper termination of an agreement for the deposit of
checks and the Company's alleged deposit of dishonored checks at the bank.

         The Company has been served with a complaint from an unaffiliated third
party plaintiff alleging that the Company refused to comply with the plaintiff's
request to remove the transfer restrictions on 215,000 shares of Common Stock
allegedly owned by the plaintiff. The plaintiff has requested a judgment be
entered in the amount of approximately $600,000 or in the alternative that the
court order the Company to immediately remove the transfer restrictions on such
shares allegedly owned by the plaintiff. The Company is vigorously defending
against the allegations made therein.

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



                                       6
<PAGE>   13

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS:

         The Company granted the following stock options subsequent to March 31,
2001, and prior to August 20, 2001:

<TABLE>
<CAPTION>

Name                      Shares         Date of Grant             Expiration           Exercise Price      Par Value
----                    ---------        -------------            ------------          --------------      ----------
<S>                     <C>                   <C>                      <C>                  <C>               <C>
Irwin Zellermaier       1,000,000        June 4, 2001             June 3, 2004              $0.34             $.001

Melvyn Dobrichovsky       375,000        June 4, 2001             June 3, 2004              $0.34             $.001

Gregory E. Ronan          375,000        June 4, 2001             June 3, 2004              $0.34             $.001

Burton Koffman            500,000        July 2, 2001             July 1, 2003              $.25              $.001

Ira Theodore               50,000        July 2, 2001             July 1, 2004              $.25              $.001

Irwin Zellermaier         100,000        July 9, 2001             July 8, 2004              $.25              $.001

</TABLE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         During the second quarter ended June 30, 2001, no matters were
submitted to a vote of security holders of the Company, through the solicitation
of proxies or otherwise.

ITEM 5. OTHER INFORMATION

         Effective July 10, 2001, Gerald Nimberg resigned as the Company's
President, Chief Operating Officer, Acting Chief Financial Officer, Secretary,
Treasurer and a member of Company's Board of Directors. Irwin Zellermaier, the
Company's Chief Executive Officer and Chairman of the Board of Directors has
assumed the responsibilities of President and Acting Chief Financial Officer of
the Company. Roberto Jare has been appointed Vice President-Operations effective
July 16, 2001.

         In connection with Mr. Nimberg's resignation, the Company sold to Mr.
Nimberg its 90% interest in the outstanding shares of capital stock of Rapidpay
Corporation ("Rapidpay") in exchange for the delivery from Mr. Nimberg to GCC of
350,500 shares in Company owned by Mr. Nimberg, which amount consists of all the
shares Mr. Nimberg owned in the Company and the delivery by Mr. Nimberg to the
Company of a promissory note in the principal amount of $100,000 which note is
due in full in January 2004. As part of the transaction of the transfer of
ownership of Rapidpay, the Company acquired from Rapidpay accounts receivable in
the aggregate amount of $1,036,000.





                                       7
<PAGE>   14

         In connection with Mr. Nimberg's resignation, the Company amended the
covenant restricting Mr. Nimberg to not engage in check factoring to allow him
to engage in check factoring up to a gross face amount of checks purchased of
$400,000 per week so long as Mr. Nimberg does not purchase the checks from
existing customers of the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.




                                       8
<PAGE>   15

                                   SIGNATURES

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

                                GENERAL CREDIT CORPORATION




Date: August 20, 2001           By: /s/ Irwin Zellermaier
                                    -------------------------------------------
                                Irwin Zellermaier, Chief Executive Officer,
                                Acting Chief Financial Officer, Principal
                                Financial and Accounting Officer











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