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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                               FORM 10-KSB/A No. 1

         Mark One
              |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2001

                                       OR

              | | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission file number: 0-26202

                          GLOBAL CAPITAL PARTNERS INC.
                 (Name of small business issuer in its charter)

           Delaware                                       52-1807562
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

        6000 Fairview Road, Suite 1410, Charlotte, North Carolina, 28210
               (Address of principal executive offices) (Zip Code)

                                 (704) 643-8220
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.05 par value

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 | |

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. | |

State issuer's revenues for its most recent fiscal year: $19,812,000

The aggregate market value of the voting and non-voting stock held by
non-affiliates of the issuer, based upon the closing sale price of common stock
on June 25, 2001 as reported on the Nasdaq SmallCap Market, was approximately
$6,888,600. The total number of shares of the issuer's common stock, $.05 par
value, outstanding on June 25, 2001 was 13,778,133.

Transitional Small Business Disclosure Format:  Yes | |  No |X|


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                                Explanatory Note

     The undersigned registrant hereby amends portions of Item 1, Description of
Business (Risk Factors - Operating Losses and Financial Condition), Item 5,
Market for Common Equity and Related Stockholder Matters, Item 6, Management's
Discussion and Analysis or Plan of Operation and Item 7, Financial Statements,
of its Form 10-KSB for the fiscal year ended March 31, 2001. The amendments
effected hereby are to accurately report certain changes to the consolidated
statements of operations, consolidated statements of cash flows, consolidated
statements of financial condition and to notes 2, 4, 5, 6, 8, 9, 12, 13, 16, 17,
18, and 20 of notes to consolidated financial statements and to further clearly
reflect the registrant's financial position for the fiscal year ended March 31,
2001.



                          GLOBAL CAPITAL PARTNERS INC.


                              Index to Form 10-KSB


                                     PART I

         Item 1.    Description of Business...................................1

         Item 2.    Description of Property..................................13

         Item 3.    Legal Proceedings........................................14

         Item 4.    Submission of Matters to a Vote of Security Holders......15

                                     PART II

         Item 5.    Market for Common Equity and Related
                    Stockholder Matters......................................16

         Item 6.    Management's Discussion and Analysis.....................18

         Item 7.    Financial Statements.....................................24

         Item 8.    Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure......................50

                                    PART III

         Item 9.    Directors and Executive Officers, Promoters and
                    Control Persons; Compliance with Section 16(a)
                    of the Exchange Act......................................51

         Item 10.   Executive Compensation...................................53

         Item 11    Security Ownership of Certain Beneficial Owners
                    and Management...........................................55

         Item 12.   Certain Relationships and Related Transactions...........56

         Item 13.   Exhibits and Reports on Form 8-K.........................57

         Signatures .........................................................58



                                      -i-

PART I

Item 1.         Description of Business

Important Terms

     We use the following terms of identification to simplify the presentation
of information in this Report:

     "GCAP" refers to Global Capital Partners Inc. only. GCAP is our public
parent company and the issuer of the publicly traded common stock covered
hereby.

     "We," "us" or "our" refer collectively to GCAP and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

     This Report contains "forward-looking statements" within the meaning of the
federal securities laws. These include statements about anticipated financial
performance, future revenues or earnings, business prospects, projected
ventures, new products, anticipated market performance and similar matters. The
words "anticipate," "project," "plan," "intend," "estimate," "expect," "may,"
"believe" and similar words are intended to identify the statements that are
forward-looking statements. A variety of factors could cause our actual results
to differ materially from those expressed or implied by these forward-looking
statements. These risks and uncertainties, many of which are beyond our control,
include, but are not limited to:

     o    transaction volume in the securities markets;

     o    the volatility of the securities markets;

     o    fluctuations in interest rates;

     o    changes in regulatory requirements which could affect the cost of
          doing business;

     o    general economic conditions;

     o    changes in the rate of inflation and related impact on securities
          markets;

     o    competition from existing financial institutions and other new
          participants in the securities markets;

     o    legal developments affecting the litigation experience of the
          securities industry;

     o    changes in federal and state tax laws which could affect the
          popularity of products sold by us; and

     o    those risks and uncertainties set forth below under the heading "Risk
          Factors" beginning on page 6 and in our other filings with the SEC.


     Except as otherwise required to be disclosed in periodic reports required
to be filed by public companies with the SEC pursuant to the SEC's rules, we do
not intend to update information contained in any of our forward-looking
statements.


                                       -1-
General

     We own and operate Global Capital Securities Corporation, a full service
financial services firm. We are a Delaware corporation incorporated in 1993. Our
principal executive offices are located at 6000 Fairview Road, Suite 1410,
Charlotte, North Carolina 28210, and our telephone number is (704) 643-8220.


Background

     We commenced operations in 1993 with the goal of acquiring businesses in
the Czech Republic in order to take advantage of the rapid growth in business
opportunities arising from the privatization of the newly-democratized Czech
Republic. From 1993 through 1996, we owned interests in a Czech hotel and a
Czech department store chain.

     In 1996, we re-evaluated our business strategy and, after considering a
variety of investment opportunities, acquired Eastbrokers Beteiligungs AG, an
Austrian brokerage company with offices throughout Central and Eastern Europe.
During 1998 and 1999, we modified our business strategy for Europe in response
to an overall economic downturn that impacted much of Central and Eastern
Europe. As a result, we reduced, closed or sold operations in various parts of
Central and Eastern Europe. In June 2000, due to recurring net operating losses
and persistent net cash flow deficits, we disposed of this business.

     In 1997, we expanded our brokerage operations in the United States through
the acquisition of an existing New York based broker-dealer. In May 1998, we
acquired a Denver based investment banking firm which we subsequently renamed
Global Capital Securities Corporation. In November 1999, we acquired a New York
based investment banking and brokerage firm which we subsequently renamed Global
Capital Markets, LLC. During fiscal 2001, we combined the operations of Global
Capital Securities and Global Capital Markets to form a single entity operating
under the Global Capital Securities banner.

     In July 1999, we completed the merger of our majority owned subsidiary,
EBonlineinc.com, Inc. with and into CERX Venture Corporation. The name of the
surviving corporation was later changed to MoneyZone.com. As a result of this
transaction, we owned approximately 48 percent of MoneyZone.com. MoneyZone.com
was a start-up capital formation internet portal that matched investors with
entrepreneurs. During the 2000 fiscal year, we sold 19 percent of our interest
and realized a profit of $3,350,000. In December 2000, MoneyZone.com
discontinued its operations and abandoned its business plan. In January 2001, we
acquired a convertible debenture and warrants of MoneyZone.com from a third
party in exchange for the Company's convertible debenture and warrants (see Note
7 to the consolidated financial statements below). In March 2001, we entered
into an agreement with MoneyZone.com pursuant to which the Company agreed to
convert the debenture into a reduced number of shares of MoneyZone.com common
stock and to receive all of the assets of MoneyZone.com in consideration for the
remainder of the shares of common stock issuable upon full conversion of the
debenture. In April 2001, the March 2001 agreement was amended and superseded in
its entirety rendering it null and void. Under the terms of the April 2001
agreement, we received 100,000 shares of MoneyZone.com's Series A Preferred
Stock and 8,448,990 shares of MoneyZone.com's common stock. As a result of the
conversion of this debenture pursuant to the April 2001 agreement, we own
approximately 70 percent of MoneyZone.com. We are currently exploring strategic
alternatives including a sale or merger for this entity which has discontinued
its operations and abandoned its business plan.

     In  November 1999, we acquired 55 percent of Sutton Online, an online
trading firm. In June 2001, we and the other stockholders of Sutton Online
entered into an exchange agreement with Ikon Ventures, Inc., a publicly traded
corporation with no current business operations, pursuant to which the
stockholders of Sutton Online will exchange all of the outstanding shares of
Sutton Online for shares of Ikon Ventures, Inc. As a result of this transaction,
the stockholders of Sutton Online will own approximately 78 percent of Ikon
Ventures. Among other things, the closing of this transaction is

                                       -2-


conditioned upon our sale of approximately 46 percent of Sutton Online to third
parties prior to the share exchange. If these transactions are completed, we
will own approximately 5 percent of Ikon Ventures after the exchange. The share
exchange is expected to be completed in August 2001.

Business Operations

     Global Capital Securities Corporation. Global Capital Securities operates
13 financial services offices in 13 cities across the United States. We own and
operate 3 of these offices and the other 10 offices are franchise operations. We
employ over 200 people of which approximately 160 are registered
representatives. Global Capital Securities is a registered broker-dealer with
the SEC and is licensed in all 50 states and the District of Columbia. It is
also a member of the NASD and the SIPC. Customer accounts are insured to $100
million under the SIPC excess insurance program. Global Capital Securities
operates pursuant to the exemptive provisions of SEC Rule 15c3-3(k)(2)(ii) and
clears all transactions with and for customers on a fully disclosed basis.
Historically, an important part of Global Capital Securities' business has been
acting as an underwriter in public offerings of securities. Although it has not
participated in an underwriting since June 2000, Global Capital Securities has
participated in the underwriting and/or co-underwriting of over $500 million in
initial and secondary equity and debt offerings for over 50 U.S. public
companies. Global Capital Securities retained and sold approximately $125
million of these underwritings and/or co-underwritings.

     In our franchise branches, there is generally an agreement with the branch
manager(s) for a special allocation of the net profit (loss) of the office they
are supervising. Global Capital Securities typically retains between 15 and 20
percent of the gross commissions earned by these branches. Personnel in these
branches are employees registered with Global Capital Securities and Global
Capital Securities assumes the same compliance and regulatory obligations as in
the corporate branches.

     As a securities broker, Global Capital Securities acts as an agent for its
customers in the purchase and sale of common and preferred stocks, options and
debt securities traded on securities exchanges or in the over-the-counter
market. A major portion of its revenues is derived from commissions from
customers on these transactions. Our customer transactions in securities are
effected either on a cash or margin basis.

     Global Capital Securities maintains its clearing arrangement with Fiserv
Correspondent Services, Inc., a subsidiary of Fiserv, Inc. Fiserv Correspondent
Services provides Global Capital Securities with back office support,
transaction processing services on all the principal national securities
exchanges and access to many other financial services and products. This
arrangement enables Global Capital Securities to offer its clients a broad range
of products and services that is typically only offered by firms that are larger
and/or have a larger capital base.

     Global Capital Securities operates primarily as a full-service retail
brokerage firm focusing on individual investors. It also maintains and conducts
corporate finance, proprietary research and trading activities. Global Capital
Securities provides its brokerage clients with a broad range of traditional
investment products and services. Global Capital Securities also strives to
distinguish itself with investors and corporate finance clients through its
commitment to professional but personalized service. Its investment banking
department's mission is to enhance and develop the capital structures of small
to middle-market emerging growth companies through private placements, bridge
financing and public offerings in order to enable the firm's corporate finance
clients to capitalize on promising business opportunities, favorable market
conditions and/or late stage product development. Global Capital
Securities also participates in the public finance area with offerings of public
and private debt securities. This activity is complemented by a bond trading
department that focuses on government, municipal and corporation obligations.

     Global Capital Securities is continually seeking new opportunities to
create additional revenue sources and cost savings. The potential result is
increased internal growth, which complements external


                                       -3-


growth through acquisitions. Several initiatives that Global Capital Securities
has undertaken in this regard follow:

     1.   Fixed Income. In December 1998, Global Capital Securities added a
fixed income department. This group is responsible for the underwriting,
trading, retail distribution and research of government, municipal and corporate
bonds. This group adds an additional potential profit center to the retail,
corporate finance and equity trading divisions and also has created synergies
with the other departments. As Global Capital Securities works to broaden the
product base of its financial consultants and their customers, the fixed income
department creates or locates new product through underwritings or independent
research ideas. Additionally, the fixed income department allows Global Capital
Securities' corporate finance department to capture business that would not have
been previously available.

     2.   Asset Allocation.  Global Capital Securities has developed an in-house
asset allocation program to augment the efforts of its financial consultants.
This in-house system was developed utilizing industry software which, along with
additional marketing materials, is customized for Global Capital Securities'
use. This approach represents an investment strategy which is based on a Nobel
Prize winning study called "Modem Portfolio Theory," the basis of which is that
people can create "optimal"-risk-vs.-return portfolios by mixing varying amounts
of different asset classes according to their correlation to one another. Many
market studies suggest that asset allocation, rather than individual investment
selection, accounts for over 90 percent of a typical portfolio's returns. Global
Capital Securities concurs with this notion, and as a result, is educating its
financial consultants to utilize the program. The results have been very
favorable and Global Capital Securities has found this approach to be an
effective tool for gathering more assets. Global Capital Securities believes
that the new communication systems that are being implemented and which are
expected to be available at the desk top level will enhance its financial
consultants' ability to utilize the asset allocation model.

     3.   Managed Money.  In keeping with the changes in the securities industry,
Global Capital Securities is actively entering the field of managed-money and
wrap-fee compensation arrangements in place of the more traditional
fee-per-transaction approaches. In short, the managed money approach charges the
client a flat annual percentage of the money managed rather than a fee for each
transaction. Many people believe that this approach better aligns the investment
advisor's goals with that of the client. This approach requires some additional
accounting and registration procedures, both of which have been implemented by
Global Capital Securities and its applicable business partners. Global Capital
Securities intends to hire additional financial consultants with managed money
experience in addition to actively re-educating its existing financial
consultants.

     4.   Retail Expansion.  Currently, Global Capital Securities is focusing on
filling its existing offices in order to improve efficiencies. Due to recent
severe correction in the over-the-counter U.S. equity markets, several
competitors of Global Capital Securities have ceased business. As a result,
numerous opportunities have arisen that may result in the expansion into several
additional markets. Global Capital Securities is actively pursuing these
opportunities to continue the expansion of its operations on a franchise basis.

     Sutton Online Inc. Sutton Online is an online trading firm that offers
trade executions, level II software and data, Internet service and training for
online investors to individual investors, money managers and hedge funds. Sutton
Online also provides brokerage firms the necessary tools to offer financial
products via the Internet.

     We are currently in the process of disposing of a substantial portion of
our interest in Sutton Online. If this transaction, along with the exchange of
all of the outstanding shares of Sutton Online common stock for shares of Ikon
Ventures common stock is completed, we will own approximately 5% of Ikon
Ventures.

     MoneyZone.com. MoneyZone.com previously operated a website which provided
five primary services to its customers: the ability to apply for a commercial
loan from a network of more than 100

                                       -4-


lenders; the ability to list a business for sale; the ability to post an equity
funding request; search capabilities for professional service providers; and a
business toolkit with resources for business owners.

     In December 2000, MoneyZone.com announced that it terminated its operations
and is currently exploring strategic alternatives for its business, including a
sale or merger.

Government Regulation

     Our business, and the securities industry in general, is subject to
extensive regulation at both the federal and state level, as well as by the
securities industry's self-regulatory organizations. The SEC is the agency
primarily responsible for administration of U.S. federal securities laws. Much
of the regulation of broker-dealers, however, has been delegated by the SEC to
self-regulatory organizations, primarily the NASD. The NASD has the authority to
adopt rules (which are subject to approval by the SEC) for governing the
industry and the NASD conducts periodic examinations to ensure compliance. The
scope of broker-dealer operations of Global Capital Securities is subject to the
terms of its Restriction Agreement with the NASD. In the event that Global
Capital Securities violates the terms of its Restriction Agreement or NASD
rules, its NASD membership can be suspended or revoked and the NASD may impose
fines upon it or censure it. Broker-dealers are also subject to regulation by
state securities commissions in the states in which they are registered. Global
Capital Securities is registered in all 50 states. Global Capital Securities is
also subject to the SEC's net capital rules, which require it to maintain
prescribed levels of capital in order to conduct business. Global Capital
Securities maintains its capital in excess of the required minimums.

     The SEC and other governmental authorities and self-regulatory
organizations have the authority to institute administrative or judicial
proceedings against any entity subject to their jurisdiction, and the officers
and employees of any such entity. These proceedings may result in censure, fine,
civil penalties (including treble damages in the case of insider trading
violations), the issuance of cease-and-desist orders, the de-registration or
suspension of a broker-dealer, investment adviser or futures commission
merchant, the statutory disqualification of its officers or employees or other
adverse consequences, and, even if none of such actions is taken, could have a
material adverse effect on the entity's perceived creditworthiness, reputation
and competitiveness. Customers of ours or others who allege that they have been
damaged by our violation of applicable regulations also may seek to obtain
compensation from us, including the reversal of any transactions with us.

Competition

     We are engaged in a highly competitive business. Our competitors include an
elite list of member organizations of the NYSE and other registered securities
exchanges in North America. Nearly all of these entities have substantially
greater financial resources, technical expertise and managerial capabilities
than us. Discount brokerage firms affiliated with commercial banks and companies
which provide electronic online trading provide additional competition. In many
instances, we compete directly for customer funds with investment opportunities
offered by real estate, insurance, banking and savings and loan industries. We
compete principally on the basis of service, product selection, location and
reputation.

Employees

     As of June 25, 2001, we had approximately 265 full-time  employees and five
part-time employees. None of our employees are covered by collective bargaining
agreements and we believe our relations with our employees, independent
contractors and consultants are good.


                                       -5-
Risk Factors

     You should carefully consider the following risks, together with other
information contained or incorporated by reference in this Form 10-KSB as
amended, before making an investment decision. We face a variety of risks in the
conduct of our business, any of which could materially and adversely affect us,
our business and our financial performance. Some of these risks are summarized
below. This summary is not intended to be a complete list of all matters that
could adversely affect us, and there are many factors beyond our control that
affect us, our business and our financial performance.

     These Risk Factors have been updated to reflect our status as of November
2, 2001. They do not reflect our status as of June 29, 2001, the date of the
original filing.

     We have incurred substantial operating losses which have had a significant
negative effect on our liquidity and if this continues, we may be unable to meet
our working capital requirements or continue as a going concern. Since our
formation, we have suffered periods of substantial cash flow deficits and
operating losses. The financial services industry has been severely affected by
prevailing adverse market conditions. These adverse conditions were magnified by
the events of September 11, 2001. As a result, we have suffered significant
losses which have had a significant negative effect on our liquidity since
September 11, 2001. These losses and the corresponding effect on our liquidity
present a significant risk to our stockholders. If we cannot achieve
profitability or positive cash flows from operating activities, we may be unable
to meet our working capital and other payment obligations. This would have a
material adverse effect on our business operations, financial condition, results
of operations, and the market price of our common stock. In addition, if we
cannot return to sustained profitability we will be forced to sell all or part
of our business, liquidate or seek to reorganize. These factors raise
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying accounts or the amount and
classification of liabilities that might be necessary should we be unable to
continue as a going concern. Should our operations be profitable in the future,
it is likely that we would retain much or all of our earnings to finance growth
and expansion.

     We require additional capital to continue our operations and we cannot be
certain that the necessary funds will be available. Our ability to return to and
maintain profitability is largely dependent on our ability to attract and retain
key individuals, increase our assets under management, and to provide products
and services attractive to the individual investor. These activities require
working capital in excess of our current levels. If we do not have access to
sufficient funds, either from our own operations or through third party
financing, our ability to perform the requisite steps necessary will be severely
limited. Our current available cash and our anticipated cash from operations are
insufficient to fund our operations until we are able to attain profitability.
The updated audit report of our independent public accountants reflects this
contingency. Accordingly, we will require third party financing in order to
continue our operations. We cannot assure you that we will be able to obtain
financing on terms favorable to us or at all. If we obtain additional funds by
selling any of our equity securities, the percentage ownership of our current
stockholders will be reduced. Stockholders may experience additional dilution,
or the equity securities may have rights, preferences or privileges senior to
the common stock. If we obtain additional funds by selling assets, there can be
no assurance that we will be able to negotiate a favorable price for those
assets or that the loss of those assets will not affect our future business
prospects. If adequate funds are not available to us or available to us on
satisfactory terms, we may be required to limit our operations and modify our
business strategy. These actions, if taken, could increase the difficulties we
face in returning to sustained profitability.

     We have received a notice of delisting from the Nasdaq Stock Market and if
our common stock is delisted from the Nasdaq SmallCap Market, our stockholders
may face difficulty selling our securities. In October 2001, we received
notification from the Nasdaq staff that we no longer satisfied the requirements
for continued listing due to insufficient net tangible assets and for public
interest concerns. We have requested a hearing before the Nasdaq Listing
Qualifications Panel to directly

                                      -6-


address these issues and to request continued listing. We can give no assurance
that the Panel will grant our request for continued listing. In the event that
our common stock is delisted from the Nasdaq SmallCap Market, we expect our
common stock would be traded in the over-the-counter market via the Electronic
Bulletin Board or the "pink sheets." In such event, however, holders of our
securities would likely encounter greater difficulty in disposing of their
securities and/or obtaining accurate quotations as to the prices of their
securities. This may adversely impact the market price and liquidity of our
common stock.

     If our common stock is delisted from the Nasdaq SmallCap Market,
transactions involving the securities may become subject to penny stock rules
that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors. The SEC has adopted regulations which generally define "penny stock"
to include any equity security other than a security that is registered on a
national securities exchange, authorized for quotation on Nasdaq or has a price
of $5.00 or more per share, subject to certain exceptions. Since our common
stock is currently listed on the Nasdaq SmallCap Market we are exempt from the
definition of penny stock at this time. If at any time our common stock is
delisted from the Nasdaq SmallCap Market, transactions involving the securities
may become subject to penny stock rules that impose additional sales practice
requirements on broker-dealers who sell such securities. For transactions
subject to penny stock rules, the broker-dealer must make a special suitability
determination for the purchase of such securities and have received the
purchaser's written consent to the transaction prior to the purchase.
Additionally, the SEC mandates a risk disclosure document relating to the penny
stock market which the broker-dealer must deliver prior to any transaction
involving a penny stock, unless an exemption applies. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative and disclose current quotations for the securities. If
the broker-dealer is the sole market-maker, the broker-dealer must also disclose
this fact as well as its presumed control over the market. Finally,
broker-dealers must send monthly statements disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks. Consequently, the penny stock rules may restrict the ability of
broker-dealers to sell our securities in the secondary market.

     If our common stock is delisted  from the Nasdaq  SmallCap  Market,  our 5%
convertible debentures may become due and payable. If our common stock is
delisted or suspended from trading on the Nasdaq SmallCap Market for an
aggregate of five trading days, the holder of our 5% convertible debentures may
declare our 5% convertible debentures in the principal amount of $3,050,000,
together with any accrued interest, immediately due and payable in cash. If we
fail to pay the amount due in cash within seven trading days, the holder may
elect to take payment in shares of our common stock.

     If we are compelled to repay our 5% convertible debentures upon
acceleration due to our common stock being is delisted or suspended from trading
from the Nasdaq SmallCap Market for an aggregate of five trading days, we do not
have sufficient cash on hand to meet our current obligations and we would not be
able to sustain our operations without additional funding. In this event, unless
we were able to obtain immediate additional financing, we may be forced to we
will be forced to sell all or part of our business, liquidate or seek to
reorganize. In addition, we cannot guarantee that additional financing will be
available to us on commercially reasonable or acceptable terms, on terms which
would not be substantially dilutive to our stockholders, or at all.

     If we are unable to repay the holder of our 5% convertible debentures in
cash and the holder elects to take payment in shares of our common stock, we
would be required to issue that number of shares of our common stock equal to
the $3,050,000 principal amount of the debenture plus accrued interest divided
by the conversion price. The conversion price is equal to the lesser of (i)
$4.98 or (ii) 85% of the average of the lowest three closing bid prices, as
reported on the principal exchange or electronic trading system on which the
shares trade, for our common stock during the eighteen trading days prior to the
date of conversion. Based on a conversion price of $0.31 on November 1, 2001, we
would be required to issue up to 9,838,709 shares of common stock on conversion
of our 5% convertible

                                      -7-


debentures, which may result in a decline in the price of our common stock.
Since there is no lower limit on the conversion price, we would be required to
issue an increasingly larger number of shares of common stock as its price
declines. The conversion our 5% convertible debentures and subsequent sale of
common stock to the public under this prospectus could have the further effect
of exacerbating the decline or slowing increases in the price of our common
stock. It could also result in additional dilution to our current stockholders.
The holders of our 5% convertible debenture could also engage in short sales of
our common stock, which could contribute to a decline in its price and result in
additional dilution.

     Shares eligible for future public sale by the holder of our 5% convertible
debentures may adversely affect the market price of our common stock. Based on a
conversion price of $0.31 on November 1, 2001, we would be required to issue up
to 9,838,709 shares of common stock on conversion of our 5% convertible
debentures. All of those shares can be sold publicly after issuance under
registration statements filed with the SEC, or an exemption from registration.
In addition, if the price of our common stock declines, we may be required to
reserve additional shares for issuance on conversion of our 5% convertible
debentures. We are also required to file a registration statement with the SEC
so that the holder of those additional shares can sell them publicly. If the
holder of our 5% convertible debentures sells publicly a substantial number of
shares issued on the conversion of our 5% convertible debentures, then the
market price of our common stock could fall. It could also result in additional
dilution to our current stockholders. The holder of our 5% convertible debenture
could also engage in short sales of our common stock, which could contribute to
a decline in its price and result in additional dilution. Public perception that
those sales will occur could also adversely affect the price of our common
stock. Furthermore, the existence of securities of this type often exerts
downward pressure on an issuer's stock price. A decline in the price of our
common stock could also impair our ability to raise capital through the sale of
equity securities.

     The volatile nature of the securities business could adversely affect our
financial performance. Substantially all of our revenues are derived from our
financial services business. Revenues in our industry are highly susceptible to
fluctuations as a result of economic and political conditions, broad trends in
business and finance and changes in volume and price levels of securities and
futures transactions. In recent months, the U.S. securities markets have
fluctuated considerably. Continued severe market fluctuations exacerbated by the
events of September 11, 2001 and beyond could have a material adverse effect on
our business, financial condition, results of operations, and the price of our
common stock. Reduced trading volume and prices have historically resulted in
reduced transaction revenues. In addition, when trading volume is low, our
profitability may be adversely affected because a portion of our overhead is
substantially fixed.

     A volatile stock market could also adversely affect the returns we realize
from our activities as a principal. As a part of our business, we often
purchase, sell or short sell securities as a principal in connection with our
securities trading, market making and arbitrage activities. A volatile stock
market may affect our asset value and the return we realize from activities we
pursue as a principal in the following ways:

o    an overall decline in stock prices reduces the market value of securities
     we hold in inventory as assets;

o    to the extent we hold "short" positions (i.e., have sold assets we do not
     own), an unanticipated increase in stock prices could expose us to
     substantial damages or losses if we are forced to acquire assets in the
     rising market to complete these "short" sales; and

o    declines in the value of any stock we hold and general illiquidity in the
     market make it more difficult for us to manage our portfolio because we
     cannot always sell our securities when we want to or otherwise  hedge our
     securities positions.


                                      -8-


     From time to time we have large position  concentrations  in securities of,
or commitments to, a single issuer or issuers engaged in a specific industry.
These concentrations increase our exposure to specific credit and market risks.
These types of large positions have in the past resulted and might in the future
result in higher trading losses for us than would occur if our positions and
activities were less concentrated.

     Because a significant portion of our revenue is derived from trading
commissions, repeated or prolonged slowdowns in market trading could
significantly harm our profitability. Our commission and fee revenues depend
heavily on the volume, prices and liquidity of the stock market. Unstable market
conditions could cause decreased market liquidity and may reduce the amount of
trades we execute for our customers, which would reduce our commission revenues.
If stock market volatility negatively affects this source of revenue, our
revenues would suffer.

     To the extent our customers, or counterparties in transactions with us, are
more likely to suffer financial setbacks in a volatile stock market environment,
our risk of loss during these periods would increase. Declines in the market
value of securities can result in the failure of buyers and sellers of
securities to fulfill their settlement obligations, and in the failure of our
customers to fulfill their credit obligations. During market downturns,
counterparties to us in securities transactions may be less likely to complete
transactions. Also, we often permit our customers to purchase securities on
margin, i.e., to borrow a portion of the purchase price from us and
collateralize the loan with a set percentage of the securities. During steep
declines in stock prices, the value of the collateral securing margin purchases
may drop below the amount of the purchaser's indebtedness. If the customer is
unable to provide additional collateral for these loans, we may lose money on
these margin transactions. In addition, particularly during market downturns, we
may face additional expense defending or pursuing claims or litigation related
to counterparty or customer default.

     The financial instruments we emphasize have unique risks.  We engage in
proprietary trading of a variety of securities with an emphasis on government
and corporate bonds, local debt instruments and equity securities. These
transactions involve risks associated with the political instability and
relative currency values of the nations in which the issuer principally engages
in business, including the risk of nationalization. Additionally, from time to
time, we have substantial position concentrations in high-yield issuers or
commitments to high-yield issuers.

     These securities generally involve greater risk than investment-grade debt
securities due to credit considerations, liquidity of secondary trading markets
and vulnerability to general economic conditions. The level of our high-yield
securities inventories and the impact of such activities upon our results of
operations can fluctuate from period to period as a result of customer demands
and economic and market considerations.

     The market price of our common stock will fluctuate and could fluctuate
significantly. Our common stock has experienced significant price fluctuations
in recent months. The stock market in general also has experienced substantial
price and volume fluctuations in recent months. The price of our common stock
could decrease substantially. In addition, because the market price of our
securities tends to fluctuate significantly, we may become the object of
securities class action litigation. Securities class action litigation may
result in substantial costs and a diversion of management's attention and
resources.

     We depend on our ability to attract and retain key personnel.  Our future
success depends, in significant part, upon the continued service of our
executive officers, managers, and our sales, trading, compliance and technical
personnel. We require highly skilled, and often specialized, individuals for
these positions. We face intense competition for highly qualified executives,
managers and sales, trading, compliance and technical personnel. From time to
time, companies in the securities industry experience loss of sales and trading
professionals. We cannot assure you that we will be able to retain our key
personnel or that we will be able to attract, assimilate or retain other highly
qualified personnel in the future. The loss of the services of any of our key
personnel or the inability to identify, hire, train and


                                      -9-


retain other qualified personnel in the future could have a material adverse
effect on our business, financial condition and operating results.

     We could be adversely affected by the significant competition within the
securities industry. We encounter significant competition in all aspects of the
securities business and compete worldwide directly with other securities firms.
Many of these competitors have greater capital, financial and other resources
than we have. In addition to competition from firms currently in the securities
business, there has been increasing competition from other sources, such as
commercial banks and investment boutiques.

     This competition could also affect our ability to attract and retain highly
skilled individuals to conduct our various businesses, which may have an adverse
effect on our business. The principal competitive factors influencing our
business are:

     o    our professional staff;

     o    our reputation in the marketplace;

     o    our existing client relationships;

     o    the ability to commit capital to client transactions; and

     o    our mix of market capabilities.

     The adequacy of our capital levels will also influence our ability to
compete effectively in securities brokerage and investment banking activities.
In addition, our ability to expand our business may depend on our ability to
raise additional capital.

     Our failure to comply with the extensive regulation of our business could
have a material adverse effects upon us. Our business (and the securities
industry generally) is subject to extensive regulation. First, we are subject to
regulation at both the federal and state level in those states in which we do
business. In addition, we are subject to regulation by the securities industry's
self-regulatory organizations, which require strict compliance with their rules
and regulations. Our failure to comply with any of these laws, rules or
regulations could result in fines, suspension or expulsion, which could have a
material adverse effect on us and could affect our stock price.

     Compliance with many of the regulations that apply to us involves a number
of risks, particularly in areas where applicable regulations may be unclear. The
SEC, other governmental regulatory authorities, including state securities
regulators, and self regulatory organizations may institute administrative or
judicial proceedings or arbitrations. These proceedings or arbitrations may
result in censure, fine, civil penalties (including treble damages in the case
of insider trading violations), issuance of cease-and-desist orders,
de-registration of or suspension of a broker-dealer, investment adviser or
futures commission merchant, statutory disqualification of our officers or
employees or other adverse consequences. Moreover, even if no such actions are
taken, there could be a material adverse effect on our perceived
creditworthiness, reputation and competitiveness. Customers of ours or others
who allege that our violation of applicable regulations have damaged them also
may seek to obtain compensation from us, including unwinding any transactions
with us. Such unwinding could have an adverse impact on our business.

     The regulatory environment in which we operate is subject to change.
Regulatory and legislative changes may adversely affect our manner of operation
and profitability. These include:

     o    additional legislation and regulations, including those relating to
          the activities of affiliates


                                      -10-


         of broker-dealers;

     o    changes in rules promulgated by the SEC, state governmental regulatory
          authorities and self regulatory organizations; and

     o    changes in the interpretation or enforcement of existing laws and
          rules.

     Regulations  may  materially  affect  our  business  in  two  ways.  First,
regulations  may directly  apply to us in the conduct of our  business.  Second,
laws, rules and regulations that apply generally to the securities industry as a
whole may  materially  affect the market for our  products  and  services.  Some
examples of factors that could affect the volume of our underwriting, merger and
acquisition and merchant banking business are:

     o    existing and potential tax legislation;

     o    antitrust policy and other governmental regulations and policies
          (including interest rate policies); and

     o    changes in interpretation or enforcement of existing laws and rules
          that affect the business and financial communities.


     Our merchant banking activities are very capital intensive and have a
potential for loss which could have an adverse effect on our business.
Securities firms, such as us, increasingly promote major client transactions and
transactions sponsored by the clients' own pools of capital by using their
capital in a variety of investment activities that have been broadly described
as "merchant banking." These activities include, among other things, purchasing
equity or debt securities or making commitments to purchase such securities in
various transactions. These include mergers, acquisitions and restructuring and
leveraged capital transactions, including leveraged buyouts and high-yield
financing.

     Such positions and commitments may involve substantial amounts of capital
and significant exposure to any one issuer or business, as well as market,
credit and liquidity risks. Purchasers of equity securities in these
transactions generally hold them for appreciation, and the securities are not
readily marketable and typically do not provide dividend income. Debt securities
purchased in such transactions typically rank subordinate to bank debt of the
issuer and may rank subordinate to other debt of the issuer.

     We also provide and arrange bridge financing.  Bridge financing assures
funding for major transactions, with the expectation that refinancing will be
obtained through the placement of high-yield debt or other securities. Such
activities may also involve substantial amounts of capital and significant
exposure to any one issuer as well as various risks associated with credit
conditions and vulnerability to general economic conditions.

     We can give no assurance that we will not experience significant losses as
a result of such activities. Such losses may have an adverse effect on our
business.

     Inadequate financing to support our business could have a material adverse
effect on us. A substantial portion of our total assets consists of highly
liquid marketable securities and short-term receivables arising from securities
transactions. The highly liquid nature of these assets provides us with
flexibility in financing and managing our business. However, certain of our
activities, such as merchant banking, frequently involve substantial capital
commitments in securities which are often illiquid. Such funds and capital
include equity, long-term debt and short-term borrowings which consist of
securities sold under agreements to repurchase, master notes and committed and
uncommitted lines of credit.


                                      -11-


     All repurchase transactions are made on a collateralized basis. This means
that we have to pledge assets of ours in order to secure the funds involved in
the repurchase transactions. Liquidity management includes monitoring assets
available to pledge against short-term borrowing. We maintain borrowing
relationships with a broad range of banks, financial institutions,
counterparties and others. The volume of our borrowings generally fluctuates in
response to changes in the amount of resale transactions outstanding, the level
of our securities inventories and overall market conditions. Availability of
financing can vary depending upon market conditions, the volume of certain
trading activities, credit ratings, credit capacity and the overall availability
of credit to the securities industry. Adequate financing to support our
businesses may not continue to be available in the future.

     We have potential securities laws liability exposure in connection with our
business. Many aspects of our business involve substantial risks of liability.
In recent years, litigation involving the securities industry has increased,
including class actions that generally seek substantial damages. Companies
engaged in the underwriting and distribution of securities are exposed to
substantial liability under applicable securities laws.

     Our ability to pay dividends, repay debt and redeem or repurchase shares of
our outstanding capital stock could be adversely affected by potential
restrictions resulting from net capital requirements on the business of
regulated subsidiaries and on the withdrawal of capital. As a registered
broker-dealer, we are required to comply with certain regulatory authorities and
net capital rules. These rules specify minimum net capital requirements for
registered broker-dealers and stock exchange members. They attempt to ensure
that broker-dealers maintain adequate regulatory capital in relation to their
liabilities and the size of their customer business. Accordingly, the rules
require that at least a substantial portion of assets be kept in cash or highly
liquid investments. Compliance with such net capital requirements could limit
operations that require the intensive use of capital, such as underwriting and
trading activities. These rules also could restrict our ability to withdraw
capital from restricted accounts governed by regulatory restrictions, even in
circumstances where these accounts hold more than the minimum amount of required
capital. This, in turn, could prevent or limit our ability to pay dividends,
repay debt and redeem or repurchase shares of our outstanding capital stock.

     The issuance of preferred stock could make a takeover of us or the removal
of our management more difficult. Our board of directors is authorized to issue
up to 10,000,000 shares of preferred stock without prior stockholder approval.
The board of directors has the power to establish the dividend rates,
liquidation preferences, voting rights, redemption and conversion terms and all
other rights, preferences and privileges with respect to this and any other
series of preferred stock that may be issued. The issuance of any series of
preferred stock having rights superior to those of our common stock may result
in a decrease in the value or market price of our common stock. The board of
directors could use this as a means to prevent a change in control of us. Future
additional issuances of preferred stock may provide for dividends, certain
preferences in liquidation and conversion rights. Such preferred stock issuance
could make the possible takeover of us, or the removal of our management more
difficult. The issuance of such preferred stock could discourage hostile bids
for control of us in which stockholders could receive premiums for their common
stock, could adversely affect the voting and other rights of the holders of the
common stock, or could depress the market price of our common stock.


                                      -12-

Item 2.       Description of Property

     We lease the various properties we occupy pursuant to leases that expire at
various times through 2006. Our corporate headquarters are located in Charlotte,
North Carolina. As of March 31, 2001, we also leased offices in the following
locations:

     o    Englewood, Colorado;

     o    Denver, Colorado;

     o    Aspen, Colorado;

     o    Colorado Springs, Colorado;

     o    Cherry Creek, Colorado;

     o    Phoenix, Arizona;

     o    La Jolla, California;

     o    Boca Raton, Florida;

     o    Baltimore, Maryland;

     o    Sea Girt, New Jersey;

     o    Melville, New York;

     o    Syosset, New York;

     o    Albuquerque, New Mexico;

     o    Charlotte, North Carolina;

     o    Seattle, Washington; and

     o    Spokane, Washington.

     Our facilities are suitable for their respective uses and are adequate to
support our current and anticipated future needs.




                                      -13-
Item 3.       Legal Proceedings

     Euro-American Insurance Company Ltd., et al. v. National Family Care Life
Insurance Company, et al., 191st Judicial District of Dallas County, Texas. In
April 1996, National Family Care Life Insurance Company ("National Family Care")
commenced the above action against, among others, Global Capital Securities
Corporation and Steve Signer, an employee of Global Capital Securities
Corporation. In late 1994 or early 1995, National Family Care Life Insurance
Company entered into an arrangement with Debenture Guaranty Corporation, another
defendant in this litigation, whereby National Family Care Life Insurance
Company lent money to Debenture Guaranty Corporation, and Debenture Guaranty
Corporation opened an account in Debenture Guaranty Corporation's name to trade
U.S. Treasuries. The note to National Family Care Life Insurance Company was in
the amount by which the treasuries could be margined. This transaction was
allegedly part of a scheme whereby National Family Care Life Insurance Company
was attempting to inflate its assets for regulatory purposes. Debenture Guaranty
Corporation allegedly misappropriated the funds for its own benefit. National
Family Care Life Insurance Company alleged that Global Capital Securities
Corporation and Mr. Signer aided, abetted and conspired with Debenture Guaranty
Corporation in allegedly defrauding National Family Care. National Family Care
Life Insurance Company reduced its damages demand from approximately $11,500,000
to $1,100,000. Pursuant to a motion filed by Global Capital Securities
Corporation for summary judgment, all claims other than a claim for money had
and received were dismissed. This final claim has been settled for $550,000.

     Global Capital Securities Corporation also is involved in an arbitration
proceeding related to the National Family Care Life Insurance Company litigation
entitled National Family Care Life Insurance Co. v. Pauli Company, Inc., et al.,
NASDR Case No. 96-02673 (the "Arbitration"). The Arbitration panel entered an
award against Global Capital Securities Corporation in July 1998 in favor of
third-party plaintiff Pauli & Company, Inc. of approximately $370,000, which was
significantly below the initial award sought by Pauli & Company, Inc. of
approximately $1,100,000. Global Capital Securities Corporation has filed a
motion in the National Family Care Life Insurance Company litigation to vacate
this award and plans to vigorously contest this award on appeal. The award
against Global Capital Securities Corporation is a contributory award. Global
Capital Securities Corporation is only responsible to Pauli & Company, Inc. to
the extent that they remit their settlement or a portion thereof to National
Family Care Life Insurance Co. In the event that Pauli & Company, Inc. does not
remit the full amount of their settlement to National Family Care Life Insurance
Co., Global Capital Securities Corporation is only responsible for a
proportionate share of the total awarded to Pauli & Company, Inc. As of the date
of this filing, Pauli & Company, Inc. was in bankruptcy. Counsel has advised us
that our exposure to Pauli & Company, Inc. is minimal due to their involvement
in bankruptcy proceedings and their expected liquidation.

     Lee Schlessman et al v. Global Capital Partners Inc. and EBI Securities
Corporation, Denver County District Court, Colorado, Case No. 00 CV 1795.
Plaintiffs commenced this action in April 2000, alleging that we unlawfully
prepaid $1,350,000 of convertible secured promissory notes without affording the
Plaintiffs the right to convert the notes into common stock. The notes were
issued in March 1999, and entitled the holders to convert at a price of $5.75.
We filed a registration statement covering the conversion, which was declared
effective in August of 1999. In February 2000, we inquired as to whether the
holders intended to convert. When it was learned that they were not intending to
convert, we prepaid the notes pursuant to their terms, thereby extinguishing the
conversion privilege. The Noteholders have sued both Global Capital Partners
Inc. and EBI Securities Corporation, claiming that they have suffered damages as
a result of not being entitled to convert and sell the common stock issued upon
conversion. We have not yet answered the complaint. We have filed a motion to
compel arbitration which was granted. As of March 31, 2001, no arbitration claim
has been made. We believe that we have meritorious defenses and intends to
vigorously defend against the plaintiffs' claims.

     We are involved in a number of judicial, regulatory and arbitration
proceedings (including those described above and actions that have been
separately described in previous filings) concerning matters arising in
connection with the conduct of our businesses. Some of the actions have been
brought on behalf


                                      -14-


of various classes of claimants and seek damages of material and indeterminate
amounts. We believe, based on currently available information and advice of
counsel, that the results of such proceedings, in the aggregate, will not have a
material adverse effect on our financial condition but might be material to
operating results for any particular period, depending, in part, upon the
operating results for such period.

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

     No matter was submitted to a vote of our stockholders, through the
solicitation of proxies or otherwise, during the fourth quarter of fiscal 2001.





                                      -15-
PART II

Item 5.       Market for Common Equity and Related Stockholder Matters

     Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"GCAP". The following table sets forth the reported high and low bid quotations
of our common stock for the periods indicated. Such quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.


                                                                Common Stock
                                                             -------------------
                                                               High       Low
                                                             --------  --------- 

                Fiscal 2000 (ended March 31, 2000)
                First Quarter                                $  9.38      $3.56
                Second Quarter                               $  4.75      $2.34
                Third Quarter                                $  6.34      $1.94
                Fourth Quarter                               $ 11.88      $3.81

                Fiscal 2001 (ended March 31, 2001)
                First Quarter                                $  7.97      $3.31
                Second Quarter                               $  8.97      $5.56
                Third Quarter                                $  6.88      $0.69
                Fourth Quarter                               $  1.75      $0.50

     On June 25, 2001,  the closing bid price of our common stock as reported on
the Nasdaq SmallCap Market was $0.63 per share. On that date, there were
approximately 130 holders of record of our common stock, including entities
which hold stock in street name on behalf of other beneficial owners.


     We have not paid any cash dividends on our common stock to date, and do not
anticipate declaring or paying any dividends in the foreseeable future. We
anticipate that for the foreseeable future we will follow a policy of retaining
earnings, if any, in order to finance the expansion and development of our
business. Payment of dividends is within the discretion of our board of
directors and will depend upon our earnings, capital requirements and operating
and financial condition, among other factors.

     As of September 15, 2000, we entered into a Convertible Debenture Purchase
and Exchange Agreement with MoneyZone.com and Cortlandt. Pursuant to the
purchase agreement, MoneyZone.com received gross proceeds of $2,500,000 from the
issuance to Cortlandt of (i) a 6% convertible and exchangeable debenture in the
principal amount of $2,500,000 and (ii) warrants exercisable to purchase an
aggregate of 250,000 shares of MoneyZone.com's common stock. At that time,
MoneyZone.com was expanding its operations, the visibility of its internet
presence, and had identified a group of companies as potential acquisition
candidates. MoneyZone.com used the net proceeds of $2,350,000 from the issuance
of its convertible debenture to bring its outstanding liabilities of
approximately $240,000 current through September 30, 2000, to repay prior
advances for operations and equipment purchases of approximately $410,000, to
invest in marketable securities totaling approximately $1,000,000, and the
remainder was retained for general operating expenses of approximately $940,000.
At the end of December 2000, approximately $650,000 remained, of which, $600,000
was sent to us in contemplation of Cortlandt exercising its right to exchange
the MoneyZone.com Debenture for a debenture to be issued by us. MoneyZone.com
experienced realized losses of approximately $400,000 related to its investments
in marketable securities.


                                      -16-


     Simultaneously with the execution of the purchase agreement, we entered
into a Securities Exchange Agreement with Cortlandt. Pursuant to the exchange
agreement, we granted Cortlandt the right, during the period commencing on
January 16, 2001 and ending on March 15, 2001, to exchange any unconverted
portion of Cortlandt's MoneyZone.com's debenture for our 5% convertible
debenture in a principal amount equal to 120% of the then outstanding principal
amount of the MoneyZone.com debenture and/or any unexercised portion of
Cortlandt's MoneyZone.com warrants for warrants to purchase an aggregate of
12,500 shares of our common stock. When we entered into this exchange agreement,
MoneyZone.com was in the process of negotiating with different investment
banking firms in Europe and we viewed the transaction with Cortlandt as a form
of bridge financing to a secondary offering that would be completed within a few
months.

     Unfortunately, the secondary offering failed to materialize and on January
16, 2001, Cortlandt notified us of its intent to exercise its exchange right for
the entire principal amount of the MoneyZone.com debenture and all of the
MoneyZone.com warrants. The cost to us related to this exchange was $3,050,000
related to the beneficial conversion feature of the convertible debenture and
$245,000 for legal fees related to the preparation of the original agreements,
the requirements under the original agreements and proxy statements. Our 5%
convertible debenture is due and payable on January 24, 2006 and may, at the
option of the holder, be converted into shares of our common stock at a
conversion price equal to the lesser of (i) $4.98 or (ii) 85% of the average of
the lowest three bid prices during the eighteen trading days prior to the date
of conversion, subject to anti-dilution protection. Our warrants are exercisable
at any time prior to January 24, 2006 at an exercise price of $22.00 per share,
subject to anti-dilution adjustments.

     In December 2000, we sold a $300,000 convertible promissory note to Sabine
Pass Capital. The note is convertible into shares of our common stock at an
initial conversion price of $1.00 per share. The conversion price was based on a
comparison to the closing price of our common stock on the preceding day, which
was $0.8125. In March 2001, we issued 20,000 shares of our common stock to
Sabine Pass Capital in consideration for its agreement to extend the maturity
date of the note.

     During the year ended March 31, 2001, we issued 212,500 shares of our
common stock to certain individuals for services rendered and other compensation
at prices ranging from $1.50 to $8.125 per share.

     In February 2001, we issued 110,000 shares of our common stock as payment
for interest on notes at $1.50 per share. In addition, during that same month,
we issued 450,000 shares of our common stock at market value to a related party.

     In March 2001, we sold an aggregate of $3,435,000 of our 12% convertible
promissory notes in a private placement to accredited investors. The notes are
convertible into shares of our common stock at an initial conversion price of
$3.00 per share.

     We effected each of the foregoing issuances without registration under the
Securities Act of 1933, as amended. In each case, we relied upon the exemption
from registration provided by Section 4(2) under the Securities Act and
Regulation D promulgated under the Securities Act.




                                      -17-
Item 6.       Management's Discussion and Analysis

Overview

     At the beginning of our last fiscal year, April 1, 2000, we owned interests
in the following five businesses:

     o    100 percent of Global Capital Securities Corporation, a broker-dealer
          based in Denver, Colorado;

     o    100 percent of Global Capital Markets, LLC, a broker-dealer based in
          New York, New York;

     o    30 percent of MoneyZone.com, a capital formation Internet portal based
          in Charlotte, North Carolina;

     o    55 percent of Sutton Online, Inc., an online trading operation based
          in New York; and

     o    96 percent of Eastbrokers Beteiligungs AG, a network of independent
          brokerage operations located in Central Europe, based in Vienna,
          Austria.

     In April 2000, the world financial markets began an unexpected and
precipitous decline. When we realized that this decline was not merely
temporary, we responded by analyzing the effectiveness of each of our operating
units. On the basis of cash flows and future earnings potential, we identified
our European operations as the weakest of our operating units due to their
recurring operating losses, persistent net cash flow deficits, and the estimated
time anticipated to return to profitability. In order to concentrate on the
operating units that we believed present the greatest future potential to us and
to our stockholders, we sold our European operations in June 2001 for $27.5
million, the consideration received consisted of $2.0 million in equity
securities and $25.5 million in notes receivable.

     In May 2001, we hired a Swiss merchant bank to evaluate the potential
realizable value of the assets collateralizing our notes receivable to determine
the appropriate carrying value for our financial statements. Based on
information we received in April 2001, we also instructed them to prepare for
asset recovery in the event of a default by the purchasers. In June 2001, the
purchasers defaulted on the notes receivable. The Swiss merchant bank is
currently acting on our behalf to assume control of the underlying assets in an
attempt to maximize the net realizable value on liquidation. Based on
information we have received to date and due to the uncertainty surrounding the
recoverable value of these notes receivable and the underlying assets, we have
recorded a pre-tax, non-cash charge of $25.5 million to reflect what we believe
is a significant impairment of the notes receivable and the underlying assets.

     In April 2001, we converted our investment in MoneyZone.com and increased
our ownership position from 30 percent to 78 percent. Due to projected future
cash flow deficits, we ceased the operations of this business and we are in the
process of exploring strategic alternatives for this business unit, including a
sale or merger. We are currently in the process of disposing of all but a 5
percent interest in Sutton Online.

     In completing the analysis of our two brokerage operations, we became aware
of several duplicate functions that could be eliminated and other functions that
could be streamlined through the combination of the two operations. In September
2000, we began the process to combine these operations. By the end of December
2000, the combination process was substantially complete. We have also brought
in new management personnel to complete a "top to bottom" review of the
operations and to make suggestions to further improve the operation and
efficiency of our brokerage operations.

     Based on recommendations by the new management personnel, we are adopting a
focused risk management approach to running our core business. Among the changes
recommended are the following: reduction in the amount of capital subject to
risk in proprietary trading; development of a plan to convert our corporate
branches to franchise branches; renegotiating compensation structures throughout
the company to an incentive based model; closing unprofitable offices; and
renegotiating key vendor contracts. We are currently in the process of
implementing these recommendations. Once these

                                      -18-


changes have been fully implemented, we anticipate that we may be able to save
approximately $3,000,000 annually.

     The financial services industry has been severely affected by the
prevailing adverse market conditions, and these adverse conditions were
magnified by the events of September 11, 2001. As a result, we have suffered
significant losses which have had a significant effect on our liquidity since
September 11, 2001. We expect the current weakness in the financial markets will
continue through the end of our fiscal year, March 2002. We believe that we will
withstand the current adverse conditions in the financial markets if we raise at
least $3.5 million in our proposed private placement and we successfully
implement the proposed changes in our operations described above. We also expect
that if we raise the full amount we are seeking in our private placement, we
will then be positioned to pursue opportunities for future growth. We believe
that the weakness in the financial markets provides opportunities for us to
increase our production levels at a reasonable cost with acceptable risk
tolerances, both from growth by acquisition and as a result of decreased
competition. We are actively seeking additional franchise operations to further
enhance our current production levels.







                                      -19-
Results of Operations

Selected Financial Data

     The historical selected financial data set forth below for the respective
periods are derived from our financial statements included elsewhere in this
Report and should be read in conjunction with those financial statements and
notes thereto. Those financial statements have been audited by Spicer, Jeffries
& Co., independent certified public accountants. Spicer, Jeffries & Co.'s report
with respect thereto appears elsewhere in this Form 10KSB as amended.


                                                                         March 31,       March 31,
                                                                            2001            2000
                                                                        -----------    ------------
                                                                       (As Restated)   (As Restated)
         Statement of Operations Data (in thousands):

         Revenues:
             Operating revenues, net..................................  $    21,799    $    41,118
             Interest and dividends...................................          485            508
             Equity in earnings (losses) of unconsolidated affiliates.       (2,472)            --
                                                                        ------------   ------------
                                                                             19,812         41,626
         Expenses:
             Operating expenses.......................................       69,039         41,981
         Income (loss) from continuing operations.....................      (45,092)         4,379
         Gain (loss) from discontinued operations.....................          785           (713)
         Income from extraordinary item...............................          417             --
         Net income (loss)............................................  $   (43,890)   $     3,666
         Income (loss) from continuing operations per share
             Basic....................................................  $     (4.26)   $      0.72
             Diluted..................................................  $     (4.26)   $      0.69

         Gain (loss) from discontinued operations per share
             Basic....................................................  $      0.07    $     (0.12)
             Diluted..................................................  $      0.07    $     (0.11)

         Income from extraordinary item
             Basic....................................................  $      0.04    $        --
             Diluted..................................................  $      0.04    $        --

         Net income (loss) per share
             Basic....................................................  $     (4.15)   $      0.60
             Diluted..................................................  $     (4.15)   $      0.58

         Balance Sheet Data (in thousands):
         Assets.......................................................  $    12,695    $    47,732
         Liabilities..................................................       13,197         10,226
         Shareholders' equity (deficit)...............................         (502)        37,506



                                      -20-
Fiscal Year Ended March 31, 2001 Compared to Fiscal Year Ended March 31, 2000

     Revenues.  For the year ended March 31, 2001, our revenues decreased to
$19,812,000 from $44,976,000 for the year ended March 31, 2000 representing a 56
percent decline. Revenues for fiscal 2000 included the one time gain from the
sale of a portion of our interest in MoneyZone.com of $3,350,000. After
adjusting for the effects of these one time gains, our revenues were $41,626,000
for the year ended March 31, 2000. Market conditions declined precipitously
during the current fiscal year which led to a corresponding reduction in the
overall volume of transactions. Further, as security prices continued to
decline, so did our average revenue per transaction from the commissions. Due
primarily to the combination of these two factors, our commission revenues
declined $8,755,000 or 30 percent when compared to March 31, 2000. Although we
experienced an increase in transactions associated with year end tax selling,
this additional volume was still not sufficient to cover our fixed and variable
costs. It is anticipated that there may be some continued weakness in the
financial markets for the next few months which may impact our overall
commission revenues. From time to time, we take positions in an investment as
part of our merchant banking activities. During the past fiscal year, some of
these investments were relatively illiquid and led to larger than expected
losses from our investing activities. Our trading activities were no more
successful than our merchant banking activities as the sustained weakness in the
financial markets coupled with the overall market volatility led to
unprecedented losses from our trading activities. Trading and investing
activities declined by $5,747,000 and $8,276,000, respectively when compared to
our prior year's results. Our other revenues increased by $755,000 when compared
to the prior year and are comprised of transaction fees charged to customers on
a per trade basis and consulting fees. Transaction fees declined by $362,000 or
17 percent. Consulting fees increased by $1,117,000 as we sought out other
sources of revenue to compensate for the shortfall in our commissions and
trading. Equity in earnings of unconsolidated affiliates reflects the release of
the accumulated suspended losses related to our investment in MoneyZone.com upon
the conversion of the MoneyZone.com convertible debenture to equity.

     Operating Expenses.  We incurred operating expenses of $69,039,000 for the
year ended March 31, 2001 as compared to operating expenses of $41,981,000, for
the year ended March 31, 2000. Compensation and benefits typically fluctuate at
a rate consistent with the change in commission revenue. For the fiscal year
ended March 31, 2001, compensation and benefits decreased by $10,101,000 or 33
percent. This is due in part to the variable nature of compensation expense
related to commission revenue which decreased by 30 percent and in part to steps
taken earlier in the year to eliminate redundant job functions. Brokerage,
clearing, exchange fees and other increased by $1,255,000 or 42 percent. This
increase is in part due to customer tax selling towards the calendar year end,
the inclusion of Global Capital Markets for the entire year, and costs
associated with the transition of Global Capital Markets clearing arrangement to
Fiserv Correspondent Clearing Services, Inc. General and administrative expenses
increased by $1,917,000 or 133 percent. Approximately $740,000 of this increase
is attributable to one-time customer settlements related to long-term litigation
and $1.2 million of this increase is attributable to the write-off of various
receivables primarily from registered representatives who are no longer in the
employ of the firm and these receivables are believed to be uncollectible. Costs
associated with the combination of our two brokerage operations of approximately
$1.1 million include the early termination of an office lease which is included
in the occupancy costs, moving expenses to relocate office furniture and
equipment which is included in general and administrative, additional cabling in
the combined office space to facilitate the networking of additional computers,
additional telephones and cabling so that everyone in the office would be on a
single phone system which is included in communications. Our interest expense
grew by over 232 percent when compared to the prior year. This increase is
primarily attributable to the $3,050,000 charge related to the beneficial
conversion feature of the convertible debenture we received in the exchange of
the MoneyZone.com convertible debenture. Without this additional charge, our
interest expense would have decreased by almost 50 percent. Our bad debts
expense of $27,629,000 is primarily associated with the write-off of receivables
related to the sale of our European operations and negative equity accounts
totaling approximately $480,000. The negative equity accounts are attributable
to customer accounts with outstanding margin balances once the accounts have
been liquidated. Although we are attempting to collect this shortfall from the
account owners, we

                                      -21-


believe that the likelihood of receiving any remuneration for the shortfall in
the accounts is remote. Depreciation and amortization increased approximately
656 percent from $376,000 in 2000 to $2,841,000 in 2001. This dramatic increase
is primarily attributable to the write-off of the remaining goodwill acquired in
the purchase of the J.B. Sutton Group LLC of $2,252,000 which was deemed to be
impaired.

     Income (Loss) from Continuing Operations.  Our loss from continuing
operations for the fiscal year ended March 31, 2001 was ($45,092,000) compared
to income from continuing operations of $4,379,000 for the prior fiscal year.
The income from continuing operations for fiscal 2000 included the one time gain
from the sale of a portion of our interest in MoneyZone.com of $3,350,000. The
substantial loss from continuing operations for the fiscal year ended March 31,
2001 resulted from lower revenues in fiscal 2001 as discussed above as well as
increased costs and expenses as discussed above, particularly additional costs
associated with the write-off of the receivables related to the sale of our
European operations of $25,500,000, uncollectible accounts of approximately
$1,200,000, negative equity customer accounts of approximately $480,000,
one-time customer settlements of approximately $740,000 and costs associated
with the combination of our two brokerage operations of approximately
$1,100,000.

     Net Income (Loss).  Our net loss for the fiscal year ended March 31, 2001
was ($43,890,000) compared to net income of $3,666,000 for the fiscal year ended
March 31, 2000. The net loss for fiscal 2001 includes the one time gain on the
sale of our European operations of $1,958,000, net of taxes. The net income for
fiscal 2000 included the one time gain from the sale of a portion of our
interest in MoneyZone of $3,350,000.

     As an inducement for Global Capital Securities Corporation to continue
negotiations towards a new clearing arrangement, Fiserv Correspondent Clearing
Services, Inc. forgave approximately $417,000 of our outstanding subordinated
debt. This has been reflected as an extraordinary item in our consolidated
statement of operations.

Liquidity and Capital Resources

     In February 2001, we hired a highly experienced operations officer to
assist us in evaluating all facets of our brokerage operations and reorganizing
them as necessary in order to return them to operating profitability and
positive cash flow as quickly as reasonably possible. During February and March
2001, dramatic cuts were made in our trading department and several of our
corporate offices began the transition to franchise offices. Also, during March
2001, we combined the operations of our Syosset and Melville, New York branch
offices into a single location to realize greater economies of scale and to
eliminate costs associated with redundant job functions. Other corporate offices
were also reorganized to reduce costs associated with redundant job functions
and nearly all of the corporate personnel and managers compensation schedules
were converted to an incentive based compensation model. As a result of these
changes, we effectively reduced the break-even point of our brokerage operations
by over $300,000 per month.

     In addition to all of the operational changes effected during February and
March 2001, we sold in a private placement to accredited investors an aggregate
of $3,435,000 of convertible promissory notes that was completed in March 2001.
The net proceeds from this issuance of these convertible promissory notes were
used to stabilize our brokerage operations and provide additional general
working capital.

     In June 2001, we sold in a private placement to accredited investors an
aggregate of 3,125,000 units, with each unit consisting of one share of our
common stock and a warrant to purchase one share of our common stock at an
exercise price of $0.77 per share. The per unit purchase price was $0.64,
resulting in proceeds to us of $2,000,000, less offering costs of approximately
$150,000. We intend to use the net proceeds from this offering to strengthen our
balance sheet and for general working capital.


                                      -22-


     The financial services industry has been severely affected by the
prevailing adverse market conditions, and these adverse conditions were
magnified by the events of September 11, 2001. As a result, we have suffered
significant losses which have had a significant negative effect on our liquidity
since September 11, 2001. We expect the current weakness in the financial
markets will continue through the end of our fiscal year, March 2002. We believe
that we will withstand the current adverse conditions in the financial markets
if we raise at least $3.5 million in our proposed private placement and we
successfully implement the proposed changes in our operations described above.
We also expect that if we raise the full amount we are seeking in our private
placement, we will then be positioned to pursue opportunities for future growth.
We believe that the weakness in the financial markets provides opportunities for
us to increase our production levels at a reasonable cost with acceptable risk
tolerances, both from growth by acquisition and as a result of decreased
competition. We are actively seeking additional franchise operations to further
enhance our current production levels.

New Accounting Standards

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The
effective date of SFAS No. 133 was deferred by the issuance of SFAS No. 137.
SFAS No. 133 was then further amended by SFAS No. 138. The deferred effective
date of SFAS No. 133 is for fiscal years beginning after June 15, 2000. We
adopted SFAS No. 133 as amended by SFAS No. 138 effective with the fiscal year
beginning April 1, 2001. It is not anticipated that the adoption of SFAS No. 133
as amended by SFAS No. 138 will have any significant impact on our net income
due to our limited use of derivative instruments.





                                      -23-
Item 7.  Financial Statements

    Consolidated Financial Statements
       Independent Auditor's Report.........................................  25
       Consolidated Statements of Financial Condition.......................  26
       Consolidated Statements of Operations................................  27
       Consolidated Statements of Changes in Shareholders' Equity (Deficit).  28
       Consolidated Statements of Cash Flows................................  29
       Notes to Consolidated Financial Statements...........................  31




                                      -24-
INDEPENDENT AUDITORS' REPORT




Board of Directors and Shareholders
Global Capital Partners Inc.

We have audited the accompanying consolidated statements of financial condition
of Global Capital Partners Inc. and subsidiaries as of March 31, 2001 and 2000,
and the related consolidated statements of operations, changes in shareholders'
equity (deficit), and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the management of Global Capital
Partners Inc. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Global Capital
Partners Inc. and subsidiaries as of March 31, 2001 and 2000, and the results of
its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 20 to the
financial statements, the Company has suffered significant losses from
operations since the events of September 11, 2001 and beyond and is experiencing
liquidity problems. These facts raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 20. In addition, the Company has received a
notice of de-listing from the Nasdaq Stock Market. The financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.


                                                      /s/ Spicer, Jeffries & Co.


                                                          SPICER, JEFFRIES & CO.



Denver, Colorado
June 25, 2001 (except with respect to Note 20 as to
                 which the date is October 17, 2001)



                                      -25-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

                 Consolidated Statements of Financial Condition
                      (In thousands, except share amounts)

                                                         March 31,      March 31,
                                                           2001           2000
                                                       -----------    -----------
                                                      (As Restated)  (As Restated)
ASSETS
     Cash and cash equivalents                         $    1,285     $    2,159
     Receivables
         Broker dealers                                       635          7,531
         Other                                              1,091            742
     Securities owned, at value                             2,470          9,310
     Furniture and equipment, at cost (net of
         accumulated depreciation and
         amortization of $728 and $661,
         respectively)
                                                              886          1,041
     Deferred taxes                                         4,287          1,384
     Goodwill, net                                            669          2,690
       Net assets of discontinued operations                1,059         22,328
     Other assets and deferred amounts                        313            547
                                                       -----------    -----------
         Total Assets                                  $   12,695     $   47,732
                                                       ===========    ===========


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
     Short-term borrowings                             $    1,104     $      380
     Convertible debenture                                  3,050              -
     Compensation, benefits, and related taxes              1,293          5,106
     Securities sold not yet purchased, at value              182            238
     Accounts payable and accrued expenses                  1,034          1,399
     Other liabilities and deferred amounts                 1,016            603
                                                       -----------    -----------
                                                            7,679          7,726

     Long-term borrowings                                   5,518          2,500
                                                       -----------    -----------
         Total liabilities                                 13,197         10,226
                                                       -----------    -----------
     Commitments and contingencies
     Shareholders' equity (deficit)
         Preferred stock; $.01 par value;
           10,000,000 shares authorized; no
           shares issued and outstanding at
           March 31, 2001 and 2000                              -             -
         Common stock; $.05 par value;
           25,000,000 shares authorized;
           11,362,839 and 10,291,668 shares
           issued and outstanding at March 31,
           2001 and 2000, respectively                        568            515
         Paid-in capital                                   50,542         44,814
         Accumulated deficit                             ( 50,382)     (   6,492)
         Notes receivable - common stock and warrants    (  1,230)     (   1,331)
                                                       -----------    -----------
           Total shareholders' equity (deficit)          (    502)        37,506
                                                       -----------    -----------
           Total Liabilities and Shareholders'
               Equity (Deficit)                        $   12,695     $   47,732
                                                       ===========    ===========


                 See notes to consolidated financial statements.

                                      -26-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

                      Consolidated Statements of Operations

               (In thousands, except share and per share amounts)

                                                                     For the Year
                                                                   Ended March 31,
                                                             ----------------------------
                                                                 2001            2000
                                                             ------------    ------------
                                                            (As Restated)   (As Restated)
       Revenues
            Commissions                                      $    20,842     $    29,597
            Investment banking                                     2,312           2,958
            Interest and dividends                                   485             508
            Principal transactions, net
                Trading                                        (     459)          5,288
                Investment                                     (   3,913)          4,363
            Other                                                  3,017           2,262
            Equity in losses of unconsolidated affiliates      (   2,472)              -
                                                             ------------    ------------
                Total revenues                                    19,812          44,976
                                                             ------------    ------------
       Costs and expenses
            Compensation and benefits                             20,360          30,461
            Brokerage, clearing, exchange fees and other           4,272           3,017
            General and administrative                             3,357           1,440
            Occupancy                                              2,337           1,756
            Communications                                         1,980           1,873
            Consulting fees                                          514             482
            Interest                                               3,595           1,082
            Professional fees                                      1,141             624
            Travel                                                   469             320
            Office supplies and expense                              544             550
            Bad debts expense                                     27,629               -
            Depreciation and amortization                          2,841             376
                                                             ------------    ------------
                Total costs and expenses                          69,039          41,981
                                                             ------------    ------------
       Income (loss) before benefit for income taxes           (  49,227)          2,995
       Benefit for income taxes                                    4,135           1,384
                                                             ------------    ------------
                Income (loss) from continuing operations       (  45,092)          4,379
       Discontinued operations
            Loss from discontinued operations                  (  1,173)       (     713)
            Gain on disposal of discontinued operations           1,958                -
                                                             ------------    ------------
                  Income (loss) from discontinued operations         785       (     713)
                                                             ------------    ------------
       Income before extraordinary item                        (  44,307)          3,666
            Extraordinary gain on debt forgiveness
                in conjunction with clearing arrangement             417               -
                                                             ------------    ------------
       Net income (loss)                                     $ (  43,890)    $     3,666
                                                             ============    ============
       Weighted average number of common shares outstanding
            Basic                                             10,592,786       6,078,458
                                                             ============    ============
            Diluted                                           10,592,786       6,363,481
                                                             ============    ============
       Income (loss) from continuing operations per share
            Basic                                            $     (4.26)    $      0.72
                                                             ============    ============
            Diluted                                          $     (4.26)    $      0.69
                                                             ============    ============
       Income (loss) from discontinued operations per share
            Basic                                            $      0.07     $     (0.12)
                                                             ============    ============
            Diluted                                          $      0.07     $     (0.11)
                                                             ============    ============
       Income from extraordinary item
            Basic                                            $      0.04     $         -
                                                             ============    ============
            Diluted                                          $      0.04     $         -
                                                             ============    ============
       Net income (loss) per share
            Basic                                            $     (4.15)    $      0.60
                                                             ============    ============
            Diluted                                          $     (4.15)    $      0.58
                                                             ============    ============


                 See notes to consolidated financial statements.

                                      -27-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

      Consolidated Statements of Changes in Shareholders' Equity (Deficit)

               (In thousands, except share amounts)


                                           Preferred Stock        Common Stock      Paid-in  Accumulated  Notes
                                          Shares   Par Value   Shares   Par Value   Capital    Deficit  Receivable   Total  
  Balances at March 31, 1999 (as                 -  $      -   5,160,250  $   258  $  29,650  $ (10,158) $   (893) $ 18,857
    restated)
       Issuance of common stock in
        compensation for services                -         -      67,500        3        352          -         -       355
       Issuance of common stock in
        compensation to board members            -         -      22,500        1        111          -         -       112
       Issuance of common stock
        for interest                             -         -      14,000        1         54          -         -        55
       Beneficial conversion feature
        of convertible debentures                -         -           -        -        295          -         -       295
       Issuance of common stock in
        redemption of convertible debt           -         -     728,799       36      2,043          -         -     2,079
       Issuance of preferred stock in
        private placement                2,000,000        20           -        -      3,850          -         -     3,870
       Issuance of common stock in
        JB Sutton acquisition                    -         -     700,000       35      1,409          -         -     1,444
       Issuance of common stock in
        Sutton Online acquisition                -         -     250,000       13        503          -         -       516
       Issuance of common stock in
        conversion of Class C Warrants           -         -     325,489       16       2262          -         -     2,278
       Issuance of common stock in
        conversion of Placement
        Agent Warrants                           -         -      76,000        4        528          -         -       532
       Issuance of common stock in
        conversion of preferred stock   (2,000,000)      (20)  2,000,000      100        (80)         -         -         -
       Issuance of common stock in
        conversion of Warrants                   -         -     700,000       35      2,065          -         -     2,100
      Exercise of stock options                  -         -      10,000        1         45          -         -        46
       Issuance of common stock for
        proceeds for redemption
        of notes payable                         -         -     237,130       12      1,352          -         -     1,364
       Issuance of warrants for
        note receivable                          -         -           -        -        375          -      (375)        -
       Net income                                -         -           -        -          -      3,666         -     3,666
       Accrued interest on notes                 -         -           -        -          -          -       (63)      (63)
         receivable
                                         ---------  --------- ----------- -------- --------- ----------- --------- ---------
  Balances at March 31, 2000 (as                 -  $      -  10,291,668  $   515  $  44,814  $  (6,492) $ (1,331) $ 37,506
    restated)
       Issuance of common stock in
        compensation for services                -         -      70,000        4        216          -         -       220
       Issuance of common stock in
        compensation to board members            -         -      40,000        2        118          -         -       120
       Issuance of common stock
        for interest                             -         -     110,000        6        159          -         -       165
       Issuance of common stock
        in private placement                     -         -     450,000       22        540          -         -       562
       Issuance of common stock in
        compensation to employees                -         -     102,500        5        238          -         -       243
       Issuance of common stock in
        conversion of Class C Warrants           -         -     133,671        6        929          -         -       935
      Redemption of Class C Warrants             -         -           -        -     (   64)         -         -    (   64)

       Exercise of stock options                 -         -     165,000        8        542          -         -       550
       Beneficial conversion feature
        of convertible debentures                -         -           -        -      3,050          -         -     3,050
       Net loss                                  -         -           -        -          -   ( 43,890)        -  ( 43,890)
       Receipts against notes                    -         -           -        -          -          -       200       200
         receivable
       Accrued interest on notes                 -         -           -        -          -          -       (99)     ( 99)
         receivable
                                         ---------  --------- ----------- -------- --------- ----------- --------- ---------

  Balances at March 31, 2001                     -  $      -  11,362,839  $   568  $  50,542  $( 50,382) $ (1,230)  $  (502)

                                         =========  ========= =========== ======== ========= =========== ========= =========


                 See notes to consolidated financial statements.

                                      -28-

GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

                      Consolidated Statements of Cash Flows
                                 (In thousands)


                                                                                            For the Year Ended
                                                                                                 March 31,
                                                                                          2001               2000
                                                                                    -----------------   ----------------
                                                                                     (As Restated)       (As Restated)
Cash flows from operating activities:
     Net income (loss) from continuing operations                                   $    (   45,092)    $        4,379
     Adjustments to reconcile net income (loss) to net cash (used in)
         operating activities from continuing operations:

              Depreciation and amortization                                                   2,841                386
              Bad debts                                                                      27,629                  -
              Abandonment of software costs                                                       -                169
              Beneficial conversion feature of convertible debenture                          3,050                295
              Deferred taxes                                                             (    4,135)         (   1,384)
              Gain on partial interest in equity investment                                       -          (   3,350)
              Common stock issued for compensation expense                                      583                467
              Extraordinary item                                                                417                  -
              Equity in earnings of unconsolidated subsidiaries                               2,472                  -
              Other                                                                      (      255)         (     268)
         Changes in operating assets and liabilities
                Receivables                                                                   6,547          (   5,111)
                Securities owned, at value                                                    6,840          (   4,574)
                Other assets                                                                    234                923
                Employee compensation, related taxes                                     (    3,814)             3,703
                Securities sold, not yet purchased                                       (       56)         (     724)
                Accounts payable and accrued expenses                                    (      365)               192
               Other liabilities                                                                413          (   1,755)
                                                                                    -----------------   ----------------
Net cash (used in) operating activities from continuing operations                       (    2,691)         (   6,626)
Net cash (used in) discontinued operations                                               (    1,914)         (   4,111)
                                                                                    -----------------   ----------------
Net cash (used in) operating activities:                                                 (    4,605)         (  10,737)
                                                                                    -----------------   ----------------
Cash flows from investing activities:
     Net proceeds from (payments for)
         Investments in affiliates                                                                -          (   2,605)
         Acquisition of subsidiary                                                                -               (158)
         Sale of partial interest in equity investment                                            -              3,350
         Capital expenditures                                                            (    2,748)         (     618)
                                                                                    -----------------   ----------------
Net cash (used in) investing activities                                                  (    2,748)         (      31)
                                                                                    -----------------   ----------------
Cash flows from financing activities:
     Net proceeds from (payments for)
         Issuance of preferred stock                                                              -              3,870
         Issuance of common stock                                                             1,983              6,319
         Proceeds from borrowings                                                             4,742              3,376
         Repayments of borrowings                                                        (      246)         (   1,350)
                                                                                    -----------------   ----------------
Net cash provided by  financing activities                                                    6,479             12,215
                                                                                    -----------------   ----------------
Increase (decrease) in cash and cash equivalents                                         (      874)             1,447

Cash and cash equivalents, beginning of year                                                  2,159                712
                                                                                    -----------------   ----------------

Cash and cash equivalents, end of year                                              $         1,285     $        2,159
                                                                                    =================   ================

                 See notes to consolidated financial statements.

                                      -29-

GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

                Consolidated Statements of Cash Flows (continued)
                                 (In thousands)

                                                                                            For the Year Ended
                                                                                                 March 31,
                                                                                          2001               2000
                                                                                    -----------------   ----------------
                                                                                     (As Restated)       (As Restated)

Supplemental disclosure of cash flow information
     Cash paid for income taxes                                                     $             -     $            -
                                                                                    =================   ================
     Cash paid for interest                                                         $           276     $          569
                                                                                    =================   ================

     Non-cash transactions
         Issuance of convertible debenture in exchange
                   for MoneyZone.com debenture                                      $         3,050     $            -
                                                                                    =================   ================
         Conversion of MoneyZone.com debenture in exchange
                   for equity in MoneyZone.com                                      $         2,450     $            -
                                                                                    =================   ================
         Beneficial conversion feature of convertible debenture                     $         3,050     $          295
                                                                                    =================   ================
         Issuance of common stock for compensation and services                     $           583     $          467
                                                                                    =================   ================
         Issuance of common stock in redemption of convertible debt                 $             -     $        2,079
                                                                                    =================   ================
         Issuance of warrants for note receivable                                   $             -     $          375
                                                                                    =================   ================
         Issuance of common stock for furniture and equipment                       $             -     $           90
                                                                                    =================   ================
         Issuance of note payable for purchase of securities                        $             -     $          325
                                                                                    =================   ================
         Issuance of common stock for interest                                      $           165     $            -
                                                                                    =================   ================

         The Company acquired all of the capital stock of Global Capital
         Markets, LLC and acquired a majority interest in Sutton Online, LLC. In
         connection with the acquisitions, liabilities were assumed as follows:
              Fair value                                                            $             -     $        4,921
              Net cash acquired                                                                   -                  -
              Cash paid                                                                           -          (     158)
              Common stock issued                                                                 -           (  2,209)
                                                                                    -----------------   ----------------
                      Net liabilities assumed on acquisitions                       $             -     $        2,554
                                                                                    =================   ================


                 See notes to consolidated financial statements.

                                      -30-

GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   For the years ended March 31, 2001 and 2000




Note 1.   Summary of Significant Accounting Policies

Organization and Basis of Presentation

     The consolidated financial statements include Global Capital Partners Inc.
(formerly Eastbrokers International Incorporated) and its U.S. and European
subsidiaries (collectively, the "Company"). All significant intercompany
balances and transactions have been eliminated in consolidation. Investments in
business entities in which the Company does not have control, but has the
ability to exercise significant influence over the operating and financial
policies, are accounted for under the equity method.

     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 revenues and expenses during the
reporting period. Management believes that the estimates utilized in the
preparation of the consolidated financial statements are prudent and reasonable.
Actual results could differ from these estimates.

     The Company provides a wide range of financial services primarily in the
United States. Its businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring, and other corporate finance
advisory activities; asset management; merchant banking and other principal
investment activities; and brokerage and research services. These services are
provided to a diversified group of clients and customers, including
corporations, governments, financial institutions and individuals.

Financial Instruments

     Proprietary securities transactions, commission revenues and related
expenses are recorded on a trade date basis. Securities owned (substantially all
equity securities) and securities sold, but not yet purchased (substantially all
equity securities) are recorded at fair value with resulting net unrealized
gains and losses reflected in earnings. Fair value is generally based on quoted
market prices. If quoted market prices are not available, fair value is
estimated based on other relevant factors, including dealer price quotations and
recent price activity. These estimates do not reflect any premium or discount
that could result from offering for sale at one time the Company's entire
holdings of a particular security. The Company has no investments in
derivatives.

Underwritings

     Underwritings include gains, losses and fees, net of syndication expenses
arising from securities offerings in which the Company acts as an underwriter or
agent. Underwriting fees are recorded at the time the underwriting is completed
and the income is reasonably determinable. The Company reflects this income in
its investment banking revenue.

Fees

     Fees are earned from providing merger and acquisition, financial
restructuring advisory and general management advisory services. Fees are
recorded based on the type of engagement and terms of the contract entered into
by the Company. The Company reflects this income in its investment banking
revenue.


                                      -31-

GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 1.   Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

     SFAS 107, "Disclosures about Fair Value of Financial Instruments," requires
the Company to report the fair value of financial instruments, as defined.
Substantially all of the Company's assets and liabilities are carried at fair
value or contracted amounts which approximate fair value. Estimates of fair
value are made at a specific point in time, based on relative market information
and information about the financial instrument, specifically, the value of the
underlying financial instrument.

     Securities owned and securities sold, but not yet purchased are carried at
fair value. Assets which are recorded at fair value consist largely of
short-term receivables and certain other receivables. Similarly, the Company's
short-term liabilities are recorded at contracted amounts approximating fair
value. The estimated fair value of the Company's long-term borrowings, based on
market rates of interest and similar maturities, approximates their carrying
value or contracted amounts.

Furniture and Equipment

     Furniture and equipment are carried at cost and are depreciated on a
straight-line basis over the estimated useful life of the related assets ranging
from three to ten years.

Earnings Per Share

     Basic earnings per share is computed on the basis of the weighted average
number of common shares outstanding. Diluted earnings per share is computed on
the basis of the weighted average number of common shares outstanding adjusted
to include the potentially dilutive effect of outstanding common stock purchase
warrants and stock options using the "treasury stock" method. For the year ended
March 31, 2001, 2,710,000 common stock purchase warrants and 816,000 stock
options were excluded from the calculation of diluted earnings per share due to
their antidilutive effect. For the year ended March 31, 2000, 1,351,000 common
stock purchase warrants were excluded from the calculation of diluted earnings
per share due to their antidilutive effect.

The components of basic and diluted earnings per share were as follows:

                                                  March 31,           March 31,
                                                    2001                2000
                                              ----------------    ----------------
         Weighted average common
              shares outstanding                 10,592,786           6,078,458

         Dilutive effect of:
              Stock warrants and options                  -             285,023
                                              ----------------    ----------------

         Weighted average common shares
              outstanding, assuming dilution     10,592,786           6,363,481
                                              ----------------    ----------------


                                      -32-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000


Note 1.   Summary of Significant Accounting Policies (continued)

Stock-Based Compensation

     In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 encourages, but does not require, companies to
record compensation expense for stock-based employee compensation plans at fair
value. The Company has elected to account for its stock-based compensation plans
using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under
the provisions of APB No. 25, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's common stock at
the date of grant over the amount an employee must pay to acquire the stock.

Deferred Income Taxes

     Deferred income taxes in the accompanying financial statements reflect the
benefit relating to net operating losses to be realized in future operations.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

Cash and Cash Equivalents

     For purposes of the consolidated financial statements, the Company
considers all demand deposits held in banks and certain highly liquid
investments with maturities of 90 days or less other than those held for sale in
the ordinary course of business to be cash equivalents.

Goodwill

     Goodwill is amortized on a straight-line basis over 25 years and is
periodically evaluated for impairment that is other than temporary on an
undiscounted cash flow basis. The carrying value is reviewed to evaluate if the
facts and circumstances support the valuation for recoverability. If a review of
the facts and circumstances, such as significant declines in sales, earnings or
cash flows or material adverse changes in the business climate beyond normal,
cyclical variations, suggest that it may be impaired and not recoverable, as
determined based on the operating performance and the estimated future
undiscounted cash flows of the entity acquired, impairment is measured by
comparing the carrying value of goodwill to estimated fair value. Estimated fair
value is determined based on the viability of the underlying entity acquired on
a stand-alone basis, discounted cash flow or appraisals. The accumulated
amortization was $2,312,356 and $131,000 for the years ended March 31, 2001 and
2000, respectively.

Reclassifications

     Certain amounts in the prior year have been reclassified to conform to the
current year's presentation.


                                      -33-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 2.   Discontinued Operations

Eastbrokers Beteiligungs AG

     During fiscal 1997, the Company acquired Eastbrokers Beteiligungs AG for
common stock and cash. The fair value of the net assets acquired approximated
$8,200,000 and the acquisition was accounted for under the purchase method of
accounting. The excess of the purchase price over the fair value of the net
assets acquired resulted in the Company recording approximately $1,950,000 in
goodwill, which was being amortized over 25 years on a straight-line basis.
Eastbrokers Beteiligungs AG owns 51 percent of WMP Bank AG, a stock
broker-dealer and market maker in Vienna and which was licensed as a class B
bank under Austrian law. In addition, Eastbrokers Beteiligungs AG owns
subsidiaries in Poland, Slovenia and the Czech Republic.

     In June 2000, the Company sold its interests in these international
subsidiaries to certain non-related entities for $27,500,000, consisting of
equity securities valued at $2,000,000 and notes of $25,500,000. As of the date
of sale, the foreign subsidiaries' net assets and costs of disposal were
approximately $25,000,000.

     The disposal of Eastbrokers Beteiligungs AG has been accounted for as a
discontinued operation and, accordingly, its net assets have been segregated
from continuing operations in the accompanying consolidated statements of
financial condition, and its operating results are segregated and reported as
discontinued operations in the accompanying consolidated statements of
operations and cash flows. The fiscal year end of the European subsidiaries is
December 31. Their financial information is included on the basis of a closing
date that precedes the Company's closing date by three months.

     Information relating to the discontinued operations of Eastbrokers
Beteiligungs AG is as follows (dollars in thousands):


                                                                  March 31,
                                                                    2000
                                                               -------------
      Revenues                                                 $      7,067
      Costs and expenses                                              7,751
                                                               -------------
      Loss before income tax benefit                                   (684)
         and minority interest in earnings (losses) of
         subsidiaries
      Income tax benefit                                                 24
      Minority interest in earnings (losses) of subsidiaries            (87)
                                                               -------------

             Net loss                                          $       (747)
                                                               =============



                                      -34-

GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 2.   Discontinued Operations (continued)

     The net assets and liabilities of the discontinued operations of
Eastbrokers Beteiligungs AG are as follows (dollars in thousands):

                                                     March 31,
                                                       2000
                                                   ------------
      Cash and cash equivalents                   $      1,727
      Receivables                                       15,740
      Securities                                        13,798
      Furniture and equipment, net                         776
      Other assets                                       6,848
                                                   ------------
                                                        38,889
                                                   ------------

      Short-term borrowings                              2,967
      Advances from related entities                     3,432
      Payables to customers and broker dealers           4,076
      Accounts payable and other liabilities             1,360
      Long-term borrowings                               1,264
      Minority interest                                  5,956
      Translation adjustments                           (1,347)
                                                   ------------
                                                        17,708
                                                   ------------
         Net assets from discontinued operations   $    21,181
                                                   ============

     In connection with the disposition of Eastbrokers Beteiligungs AG, the
Company transferred approximately $4,184,000 of receivables related to
Eastbrokers Beteiligungs AG and its subsidiaries to the purchaser that were
previously eliminated in the consolidation of the financial statements as
intercompany items at March 31, 1999. Also included in the net assets of
discontinued operations at March 31, 1999 is the remaining portion of the
goodwill recognized on the acquisition of Eastbrokers Beteiligungs AG of
approximately $1,490.000.

Sutton Online, Inc.

     In November 1999, the Company acquired a majority interest in Sutton
Online, LLC, a New York based online trading firm, in a purchase transaction, in
exchange for 250,000 unregistered shares of the Company's common stock.
Following the acquisition, Sutton Online, LLC was merged into Sutton Online,
Inc. The fair value of the net assets acquired under this transaction
approximated $18,000 as of the date of acquisition. The excess of the purchase
price over the fair value of the net assets acquired approximated $500,000 and
has been recorded as goodwill and is being amortized over 25 years on the
straight-line method. The financial statements include the results of operations
of Sutton Online since December 1, 1999.

     Subsequent to March 31, 2001, the Company and the other stockholder of
Sutton Online, Inc. entered into an exchange agreement with Ikon Ventures, Inc.,
a publicly traded corporation with no current business operations, pursuant to
which the stockholders of Sutton Online, Inc. will exchange all of the
outstanding shares of Sutton Online, Inc. for shares of Ikon Ventures, Inc. As a
result of this transaction, the stockholders of Sutton Online, Inc. will own
approximately 78% of Ikon Ventures, Inc.


                                      -35-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 2.   Discontinued Operations (continued)

Sutton Online, Inc. (continued)

Among other things, the closing of this transaction is conditioned upon the
Company's sale of approximately 46% of Sutton Online to third parties prior to
the share exchange. If these transactions are completed, the Company will own
approximately 5% of Ikon Ventures, Inc. after the exchange. As of March 31,
2001, the net assets of Sutton Online, Inc. were approximately $1,059,000.

     The anticipated disposal of a majority interest in Sutton Online, Inc. has
been accounted for as a discontinued operation and, accordingly, its net assets
have been segregated from continuing operations in the accompanying consolidated
statements of financial condition, and its operating results are segregated and
reported as discontinued operations in the accompanying consolidated statements
of operations and cash flows.

     Information relating to the discontinued operations of Sutton Online, Inc.
is as follows (dollars in thousands):


                                                                       March 31,                March 31,
                                                                         2001                     2000
                                                                   ------------------        ----------------

      Revenues                                                     $        2,572            $         932
      Costs and expenses                                                   4,361                       866
                                                                   ------------------        ----------------
      Income (loss) before minority interest in                           (1,789)                       66
         earnings (losses) of subsidiaries
      Minority interest in earnings (losses) of
          subsidiaries                                                       805                       (32)
                                                                   ------------------        ----------------

             Net income (loss)                                     $         (984)           $          34
                                                                   ==================        ================




     The net assets and liabilities  of the discontinued operations of Sutton
Online, Inc. are as follows (dollars in thousands):

                                                                       March 31,                March 31,
                                                                         2001                     2000
                                                                   ------------------        ----------------

      Cash and cash equivalents                                    $         207             $         125
      Receivables                                                            224                       273
      Securities                                                             510                         -
      Furniture and equipment, net                                         2,195                        82
      Other assets                                                           906                       756
                                                                   ------------------        ----------------
                                                                           4,042                     1,236
                                                                   ------------------        ----------------

      Short-term borrowings                                                1,000                         -
      Accounts payable and other liabilities                               1,710                       146
      Minority interest                                                      273                       (57)
                                                                   ------------------        ----------------
                                                                           2,983                        89
                                                                   ------------------        ----------------
         Net assets from discontinued operations                     $     1,059              $      1,147
                                                                   ==================        ================


                                      -36-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note  3.  Securities Owned and Sold, Not Yet Purchased

     At March 31, 2001 and 2000, marketable securities owned and sold, not yet
purchased, consisted of trading and investment securities at market values, as
follows:

                                                                               Sold,
                                                                              Not Yet
                                                                 Owned       Purchased
                                                              ----------    ----------
             March 31, 2001:
             U.S. Treasury Notes                              $       25    $        -
             State and municipal obligations                          81             -
             Corporate bonds, debentures and notes                   284             8
             Corporate stocks                                      2,080           174
                                                              ----------    ----------
                                                              $    2,470    $      182
                                                              ==========    ==========
             March 31, 2000:
             Corporate bonds, debentures and notes            $      438    $       21
             U.S. Treasury Notes                                     450             -
             Corporate stocks                                      8,422           217
                                                              ----------    ----------
                                                              $    9,310     $     238
                                                              ==========    ==========



Note 4.   Notes Receivable

     In connection with the Company's sale of Eastbrokers Beteiligungs AG, the
Company received notes in the amount of $25,500,000. Under the terms of the
notes receivable, the principal was to be paid back in nine equal installments
with accrued interest payable annually on the unpaid balance through maturity.
These notes receivable carried an interest rate of 7.00 percent per annum and
were collateralized by 1,148,795 shares of Eastbrokers Beteiligungs AG
representing 95.73 percent of the total issued and outstanding shares.

     In April 2001, the purchasers notified the Company that they would be
unable to make the payments due under the terms of the notes due to the
continued weakness in the world financial markets and their inability to
generate sufficient cash flow from the operations they had purchased. Upon
receiving this notification, the Company sent a representative to Europe to
investigate the condition of the underlying assets collateralizing the notes
receivable and to consider the viability of a possible extension of the upcoming
payment due date. At this time, the Company learned that Eastbrokers
Beteiligungs AG was on the verge of bankruptcy and that WMP Bank AG was under
the supervision of a court appointed administrator. The Company was also
informed that in order for WMP Bank AG to maintain its license as an investment
bank, it would require an immediate capital infusion of approximately $5,000,000
to meet current net capital requirements. The Slovenian subsidiary was also
discovered to be in financial distress and not likely to survive to the end of
the calendar year without capital infusions or a merger with a larger,
well-capitalized partner. The Company is currently working with a consulting
firm specializing in asset recovery to recover any salvageable or saleable
assets remaining.


                                      -37-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 4.   Notes Receivable (continued)

     Based on the uncertainty surrounding the recovery of any salvageable or
saleable assets and the possibility of bankruptcy facing these companies, the
Company has reserved the entire amount of these notes receivable and reflected
the charge as bad debts expense. No interest income has been received or
reflected related to these notes receivable.


Note 5.   Investments in Subsidiaries

Global Capital Securities Corporation

     In May 1998, the Company acquired all of the outstanding common stock of
Cohig & Associates, Inc. a Denver, Colorado based investment banking and
brokerage firm, in a purchase transaction, in exchange for 445,000 unregistered
shares of the Company's common stock and an agreement to advance $1,500,000 in
additional working capital. The name was later changed to Global Capital
Securities Corporation. The fair value of the net assets acquired under this
transaction approximated $1,700,000 as of the date of acquisition. The excess of
the purchase price over the fair value of the net assets acquired approximated
$750,000 and has been recorded as goodwill and is being amortized over 25 years
on the straight-line method. Global Capital Securities Corporation operates
pursuant to the exemptive provisions of SEC Rule 15c3-3(k)(2)(ii) and clears all
transactions with and for customers on a fully disclosed basis.

Global Capital Markets, LLC

     In November 1999, the Company acquired all of the outstanding common stock
of the J.B. Sutton Group, LLC, a New York based investment banking and brokerage
firm, in a purchase transaction, in exchange for 700,000 unregistered shares of
the Company's common stock and an agreement to advance $1,500,000 in additional
working capital. Following the acquisition, the name was changed to Global
Capital Markets, LLC. The fair value of the net assets acquired under this
transaction approximated $(430,000) as of the date of acquisition. The excess of
the purchase price over the fair value of the net assets acquired approximated
$2,300,000 and has been recorded as goodwill and is being amortized over 25
years on the straight-line method. In December 2000, these operations were
combined into the operations of Global Capital Securities Corporation. During
the fourth quarter, several key personnel associated with the former J.B. Sutton
Group, LLC left the firm to pursue other business opportunities. These key
personnel were responsible for approximately 25 percent of the gross production
of this entity prior to the combination of the operations with Global Capital
Securities Corporation. This significant loss of gross production severely
impacted the cash flows of this entity. As a result of these departures, it
became necessary to combine the operations of the Company's Syosset, New York
and Melville, New York offices into one office during March 2001. These events,
in combination with an overall decline in sales and trading profits related to
this entity, led to a re-evaluation regarding the viability of this entity to
survive as a stand-alone entity. This re-evaluation indicated that this entity
would not be able to survive on a stand-alone basis and it also would have no
saleable value due to projected negative cash flows. Due to these changes in
circumstances, it was determined that the goodwill associated with this
particular entity was permanently impaired and not recoverable. Accordingly, the
remaining portion of the goodwill associated with this entity, $2,160,000, has
been reflected as a charge to depreciation and amortization in the accompanying
consolidated statements of operations.


                                      -38-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000


Note 5.   Investments in Subsidiaries (continued)

Pro Forma Results of Operations

     The following summarized, unaudited pro forma results of operations for the
year ended March 31, 2000 assumes the acquisitions discussed above occurred at
the beginning of fiscal year ended 2000 (dollars in thousands):

                                                                   Year Ended March 31,
                                                                          2000
                                                                    -----------------

               Total revenue                                             $     51,733
               Income from continuing operations                                4,790

                    Net income                                           $      3,884
               Earnings per common share:
                    Income from continuing operations:
                         Basic                                           $       0.68
                                                                    =================
                         Diluted                                         $       0.65
                                                                    =================
                    Net income:
                         Basic                                           $       0.55
                                                                    =================
                         Diluted                                         $       0.53
                                                                    =================


     The weighted average shares outstanding calculation used in the table above
includes the shares issued in connection with the acquisitions as if they had
been issued for all periods presented.

Note 6.   Investments in Unconsolidated Affiliates

     In July 1999, we completed the merger of our majority owned subsidiary,
EBonlineinc.com, Inc. with and into CERX Venture Corporation. The name of the
surviving corporation was later changed to MoneyZone.com. As a result of this
transaction, we owned approximately 48 percent of MoneyZone.com. MoneyZone.com
was a start-up capital formation internet portal that matched investors with
entrepreneurs. During the 2000 fiscal year, the Company sold 19 percent of its
interest and realized a profit of $3,350,000. In December 2000, MoneyZone.com
discontinued its operations and abandoned its business plan. In January 2001,
the Company acquired a convertible debenture and warrants of MoneyZone.com from
a third party in exchange for the Company's convertible debenture and warrants
(see Note 8 below). In March 2001, the Company entered into an agreement with
MoneyZone.com pursuant to which the Company agreed to convert the debenture into
a reduced number of shares of MoneyZone.com common stock and to receive all of
the assets of MoneyZone.com in consideration for the remainder of the shares of
common stock issuable upon full conversion of the debenture. In April 2001, the
March 2001 agreement was superseded in its entirety rendering it null and void.
Under the terms of the April 2001 agreement, the Company received 100,000 shares
of MoneyZone.com's Series A Preferred Stock and 8,448,990 shares of
MoneyZone.com's common stock. As a result of the conversion of this debenture
pursuant to the April 2001 agreement, the Company owns approximately 70 percent
of MoneyZone.com. We are currently exploring strategic alternatives including a
sale or merger for this entity which has discontinued its operations and
abandoned its business plan.

                                      -39-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 6.   Investments in Unconsolidated Affiliates (continued)

     At March 31, 2001, this investment was being carried using the equity
method which is reflected at cost and adjusted for the Company's proportionate
share of undistributed net earnings or losses. As a result, the Company's
investment has been reduced to zero due to the losses of MoneyZone.com and the
Company's share of the net underlying assets of MoneyZone.com is negative.

Note 7.   Short-Term Borrowings

Unsecured Debentures

     In May 1999, the Company issued 5% convertible debentures, due 2002 in an
aggregate principal amount of $2,000,000. Holders of these debentures had the
right to convert their notes into shares of common stock at the lesser of $5.50
per share or 90 percent of the average of the three lowest closing bid prices
for the 20 trading days ending five days before the date of delivery of the
notice of conversion (beneficial conversion feature). At the issue date, the
intrinsic value of the beneficial conversion feature was $295,000. This
beneficial conversion feature has been reflected in the financial statements as
paid-in capital and interest expense. In January 2000, the Company converted the
debentures, including accrued interest of $78,878, into shares of common stock
(see Note 11 below).

Notes Payable

     The Company has issued several unsecured short-term notes payable totaling
$1,103,966. Of this amount, $303,966 bears interest at 10% and was due June 25,
2001, $300,000 bears interest at 10% and was due June 22, 2001, and $500,000
bears interest at 12% and was due May 14, 2001. All of these notes contain a
provision whereby they could be converted into the Company's common stock at
$1.00 per share.

Note 8.   Convertible Debentures

     As additional collateral to certain convertible debentures issued by
MoneyZone.com, the Company provided to the holder a right to exchange those
debentures for its own convertible debentures and warrants. The holder notified
the companies of its intent to exchange, and on January 24, 2001, the Company
issued a 5% Convertible Debenture in the amount of $3,050,000 and warrants in
exchange for certain convertible debentures of MoneyZone.com. The debentures
have a due date of January 24, 2006 but may be converted by the holder at any
time. The conversion price shall be the lesser of (1) $1.24 or (2) 85 percent of
the average of the lowest three per share market values during the eighteen
trading days immediately preceding the applicable conversion date (beneficial
conversion feature).

     These convertible debentures are subject to significant covenants which
include an adjustment to the conversion price in the event of a stock dividend,
subdivision, combination or reclassification of the Company's common stock; the
issuance of rights, options or warrants to all holders of the Company's common
stock; or any issuance of securities at a per share selling price less than the
conversion price, as adjusted (with certain exceptions). The convertible
debentures further describe potential events of default which include, among
other things, failure to pay interest and principal within the prescribed
periods; failure to perform any covenant contained in, or a material breach of,
any of the documents relating to the sale of the debenture; bankruptcy or
insolvency; default under certain other indebtedness; delisting of the Company's
common stock from the Nasdaq SmallCap Market, or a change of control of the
Company. In


                                      -40-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 8.   Convertible Debentures (continued)

the event of a default, the holder of these convertible debentures may consider
them immediately due and payable and enforce all available rights and remedies.
Pursuant to a registration rights agreement related to these convertible
debentures, the Company has agreed to exercise its best efforts to prepare,
file, and to have a registration statement declared effective as soon as
reasonably possible in order to register the resales of the shares of the
Company's common stock issuable upon conversion of these convertible debentures
and the exercise of the related warrants.

     At the issue date, the intrinsic value of the beneficial conversion feature
was calculated assuming that the conversion date was the same as the issue date.
In accordance with the terms of the convertible debenture, the conversion price
was determined to be 85 percent of the average of the lowest three per share
market values during the eighteen trading days immediately preceding the issue
date. Since the amount of the intrinsic value of the beneficial conversion
feature exceeded the principal amount of the debt, it was limited to the
principal amount of the debt, or $3,050,000. Accordingly, this beneficial
conversion feature has been reflected in the financial statements as paid-in
capital and interest expense. The warrants allow the holder to purchase 50,000
shares of the Company's common stock at $5.50 per share.

Note 9.   Long-Term Borrowings

Long-term borrowings consist of the following:

                                                                      March 31,       March 31,
                                                                        2001            2000
                                                                     ----------      -----------
                               (in thousands)
Convertible promissory notes, convertible at $3.00 per share of
common stock, unsecured, bearing interest at 12 percent and due
during the quarter ending March 2004                                 $    3,435      $       -

Subordinated note payable to clearing organization, bearing
interest at 10 percent and maturing on June 30, 2006                      2,083           2,500
                                                                     ----------      ----------
                                                                     $    5,518      $    2,500
                                                                     ==========      ==========

     Subsequent to March 31, 2001, the Company successfully renegotiated  the
terms of its subordinated note payable and clearing arrangement with its
clearing organization. As an inducement to encourage the Company to enter into a
five year clearing arrangement, the clearing organization agreed to forgive the
principal portion of this note in five equal installments beginning in April
2001 in conjunction with the annual renewal of the subordinated note payable.
The subordinated note payable will renew each year on April 30 for a period of
one year assuming that the Company has not terminated the clearing arrangement.
In the event that the clearing arrangement is terminated prior to its expiration
date, no additional amounts will be forgiven on the subordinated note payable.
If the Company desires to terminate the clearing arrangement prior to the
expiration date or prior to the end of any renewal term as applicable, on less
than 12 months notice, the clearing firm shall be entitled to liquidated damages
equal to the total remuneration paid to the clearing firm during the 12 months
preceding the notice of termination. The expiration date of the new clearing
arrangement is June 2006.


                                      -41-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 10.  Commitments and Contingencies

Leases and Related Commitments

     The Company occupies office space under leases that expire at various dates
through 2006. The various leases contain provisions for periodic escalations to
the extent of increases in certain operating and other costs. The Company
incurred rent expense under non-cancelable leases in the approximate amounts of
$2,231,000 and $1,600,000 for the periods ended March 31, 2001 and 2000,
respectively.

     Minimum future rentals under these non-cancelable leases for the fiscal
years ending March 31, 2002 through 2006 are approximately as follows:
2002-$1,066,000; 2003-$966,000; 2004-$688,000; 2005-$298,000; 2006-$171,000;
thereafter $207,000 and in the aggregate $3,396,000.

Note 11.  Shareholders' Equity and Related Party Transactions

Stock Transactions

     In April 1999, the Company issued 2,500 shares of common stock to an
employee as compensation for services. These shares were valued at the market
value on the date issued of $6.00 per share.

     In April 1999, the Company issued 14,000 shares of common stock at $3.9375
per share for interest accrued during the year ended March 31, 1999.

     In May 1999, the Company issued 22,500 shares of common stock to three
board members as compensation for services. These shares were valued at the
market value on the date issued of $5.00 per share.

     On May 28, 1999, the Company sold 20 newly issued units consisting of a
$100,000 convertible debenture and 2,000 Common Stock Series C Warrants per unit
in a private placement for $2,000,000 in cash or a price of $100,000 per unit.
These convertible debentures contained an embedded beneficial conversion
feature. At the issue date, the intrinsic value of the beneficial conversion
feature was $295,000. This beneficial conversion feature has been reflected in
the financial statements as paid-in capital and interest expense. In January
2000, the Company converted the debentures of $2,000,000, plus accrued interest
of $78,878, into 728,799 shares of common stock at 2.8525 per share. (See Note 7
above).

     On November 9, 1999, the Company entered into a stock purchase agreement
with Belle Holdings, Inc., a corporation of which the Company's Chairman, CEO
and President is sole stockholder, director and officer, to issue up to
2,000,000 shares of our 10% Convertible Preferred Stock, Series A, $0.01 par
value for $4 million and a warrant to purchase up to 700,000 shares of the
Company's common stock at an exercise price of $2.85 per share in exchange for a
note receivable of $105,000 ($0.15 per share). Subsequent to the issuance of
shares of the preferred stock, pursuant to notification from the Nasdaq Stock
Market, the Company modified the price of the preferred stock to $2.0625 per
share to reflect the market price of the Company's Common Stock on November 9,
1999. The Company issued 1,000,000 shares of the preferred stock in November
1999, 100,000 shares in January 2000 and 1,800,000 shares in March 2000. After
deducting issue costs of approximately $225,000, the Company netted
approximately $3,900,000.


                                      -42-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 11.  Shareholders' Equity and Related Party Transactions (continued)

Stock Transactions (continued)

     In March 2000, the preferred stock was converted to 2,000,000 shares of the
Company's common stock and the warrants to purchase 700,000 shares of common
stock were exercised at $2.85 per share for an additional $2,100,000 in proceeds
from the warrants and the note receivable. In March 2000, the Company issued
1,500,000 Class D Warrants at $.25 to this related investor to purchase
1,500,000 shares of common stock at an exercise price of $5.50 in exchange for a
note receivable of $375,000.

     In November 1999, the Company acquired Global Capital Markets, LLC (then,
The JB Sutton Group, LLC) and Sutton Online, Inc (then, Sutton Online, LLC) and
issued 700,000 and 250,000 shares, respectively, in redemption of notes payable
to the selling members of Global Capital Markets, LLC and Sutton Online, LLC in
accordance with the terms of the LLC Interest Purchase Agreements. The value
assigned to these shares was $2.0625 per share for a total value of $1,443,750
and $515,625, respectively. In February 2000, the Company issued 50,000 shares
of common stock to two employees for investment banking services in connection
with the purchase agreement of Global Capital Markets, LLC. These shares were
valued at market on the date of issuance or $5.00 per share.

     In February 2000, the Company sold 237,130 shares of common stock for
approximately $1,364,000. The proceeds of this sale were used to redeem the
Company's 10% Convertible Promissory Notes due 2002, in the principal amount of
$1,350,000 plus accrued interest. (See Note 7 above.)

     In February 2000, the Company issued 7,500 shares of common stock to a
software consultant as compensation for services performed. The shares were
valued at the market value on the date of issuance at $6.00 per share. The value
was capitalized as a fixed asset addition.

     In April 2000, Class C warrants to purchase 133,671 shares of common stock
at $7.00 were exercised.

     During the year ended March 31, 2001, 212,500 shares of common stock were
issued for services and other compensation at prices ranging from $1.50 to
$8.125.

     In February 2001, 110,000 shares of common stock were issued for interest
on notes at $1.50 per share. In addition, during that same month, the Company
issued 450,000 shares of its common stock at market value to a related party.

     The Company effected each of the foregoing issuances without registration
under the Securities Act of 1933, as amended (the "Securities Act"). In each
such case the Company relied upon the exemption from registration provided by
Section 4(2) under the Securities Act and Regulation D promulgated under the
Securities Act.

Class A Warrants

     In connection with its June 1995 public offering, the Company issued
5,505,000 Class A Warrants. An adjustment to the exercise price of the Class A
Warrants to $18.00 per share resulted in connection with the February 1998
private placement. Subsequent to this adjustment, there were 1,101,000 Class A
Warrants outstanding. The Class A Warrants expired on June 9, 2000 without
exercise.

                                      -43-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 11.  Shareholders' Equity and Related Party Transactions (continued)

Class B Warrants

     In connection with the aforementioned public offering whereby the Class A
warrants were issued, the Company issued 1,250,000 Class B Warrants to certain
bridge lenders. An adjustment to the exercise price of the Class B Warrants to
$19.00 per share resulted in connection with the February 1998 private
placement. Subsequent to this adjustment, there were 250,000 Class B Warrants
outstanding. These warrants expired on June 9, 2000 without exercise.

Class C Warrants

     In connection with various common stock and debt offerings, the Company
issued Class C warrants. Each Class C Warrant entitled the holder to purchase
one share of common stock during the period commencing February 20, 1999 and
expiring February 20, 2002 at an exercise price of $7.00 per share, subject to
certain adjustments. Commencing February 20, 1999, these warrants will be
callable for exercise and redeemable at a price of $.10 per warrant at any time
after the average closing price of the common stock is above $10.00 for 20
consecutive trading days. The shares underlying these warrants were subject to a
"demand registration" right upon receipt of a demand for registration from a
majority of the holders of the common stock and the warrants issued in this
private placement. In connection with the private placement, 1,237,222 Class C
Warrants were issued to the placement agents. In May 1999, 40,000 Class C Common
Stock Warrants were issued in association with the $2,000,000 convertible
debenture.

     In March 2000, the average closing price of the common stock was above
$10.00 for 20 consecutive trading days. In accordance with the terms of the
Class C Warrants, the Company exercised its right to call the warrants for
conversion. The warrant holders converted approximately 283,000 Class C Warrants
and 118,000 Placement Agent Warrants prior to March 31, 2000. In April, the
warrant holders converted approximately 134,000 Class C Warrants and 42,000
Placement Agent Warrants. The remaining 1,204,000 Class C Warrants are subject
to redemption at $.10 per warrant. Approximately 1,120,000 Placement Agent
Warrants remain outstanding subject to their expiration on February 20, 2002.

Class D Warrants

     In connection with a financing, the Company issued 1,500,000 Class D
Warrants to Belle Holdings, Inc. a corporation which the Company's Chairman and
CEO is the sole stockholder, director and officer, at $.25 in exchange for a
note receivable of $375,000. These warrants are not exercisable before July 1,
2001, carry an exercise price of $5.50, and convert into one common share per
warrant.

Note 12.   Stock Option Plan

     During 1996, the Company adopted a non-qualified stock option plan as part
of an overall compensation strategy designed to facilitate a pay-for-performance
policy and promote internal ownership in order to align the interests of
employees with the long-term interests of the Company's shareholders.

     Under the terms of the plan, stock options granted will have an exercise
price not less than the fair value of the Company's common stock on the date of
grant. Such options generally become exercisable over a three-year period and
expire 5 years from the date of grant.


                                      -44-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 12.   Stock Option Plan (continued)

     As of March 31, 2000, 490,000 options were outstanding with 210,000 of
these options exercisable. The weighted average exercise price of the options
exercisable at March 31, 2000 was $4.381. During the year ended March 31, 2000,
355,000 options were issued under this plan at a weighted average exercise price
of $4.524 per share with exercise prices ranging from $3.00 to $7.00 per share,
200,000 options at a weighted average exercise price of $10.00 expired, 75,000
options at a weighted average exercise price of $4.00 were forfeited, and 10,000
options were exercised at a weighted average exercise price of $4.50. The fair
value of the options at the date of grant was estimated using the Black-Scholes
option pricing model utilizing the following weighted average assumptions:
risk-free interest rate - 4 percent; expected option life in years - 3 years;
expected stock price volatility - 82.6 percent; and expected dividend yield -
0.0 percent. The weighted average fair value of the options at the various grant
dates was $1.64.

     During the year ended March 31, 2001, 681,000 options were issued under
this plan at a weighted average exercise price of $5.534 with exercise prices
ranging from $3.00 to $8.20 per share, no options expired, 190,000 options at a
weighted average price of $6.303 were forfeited, and 165,000 options were
exercised at a weighted average exercise price of $3.333. The fair value of the
options at the date of grant was estimated using the Black-Scholes option
pricing model utilizing the following weighted average assumptions: risk-free
interest rate - 3 percent; expected option life in years - 3 years; expected
stock price volatility - 126.3 percent; and expected dividend yield - 0.0
percent. At March 31, 2001, there were 816,000 options outstanding that had a
weighted average remaining contract life of 4.49 years and a weighted average
exercise price of $5.151. Of this amount, 415,000 of the options outstanding
were exercisable at a weighted average exercise price of $5.221. 401,000 of the
outstanding options are subject to various vesting requirements and not
exercisable. The weighted average fair value of the options at the various grant
dates was $3.93.

     Had compensation cost been determined based on the fair value at the grant
dates consistent with the method of FASB Statement 123, the Company's income
(loss) and earnings per share would have been changed to the pro forma amounts
indicated below dollars in thousands, except per share amounts):

                                           March 31,             March 31,
                                             2001                  2000
                                       ---------------        --------------
Net income (loss)
          - as reported               $       (43,890)       $         3,666
          - pro forma                         (46,563)                 3,526
Earnings per share
        Basic
          - as reported               $        (4.15)        $          0.60
          - pro forma                          (4.40)                   0.58
        Diluted
          - as reported               $        (4.15)        $          0.58
          - pro forma                          (4.40)                   0.55


Note 13.   Income Taxes

     The tax benefit from continuing operations of $4,135,000 and $1,384,000 for
the years ended March 31, 2001 and 2000, respectively, results primarily from
net operating loss carryforwards and capital loss carryforwards from continuing
operations of the Company's subsidiaries.


                                      -45-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 13.   Income Taxes (continued)

     The differences between the tax benefit calculated at the statutory federal
income tax rate and the actual tax benefit from continuing operations for each
period is shown in the table below (in thousands):

                                                              Year Ended         Year Ended
                                                               March 31,          March 31,
                                                                2001                2000
                                                            -------------     --------------

Tax (expense) benefit at federal statutory rate             $     16,595      $ (     1,041)
State income tax (expense) benefit, net of federal benefit         2,255        (       141)
Unrecognized benefit of net operating losses                  (   14,493)                --
Release of Federal and state deferred tax assets                      --              2,636
Other                                                         (      222)       (        70)
                                                            -------------     --------------
                                                            $      4,135      $       1,384
                                                            =============     ==============

     The significant components of the Company's deferred tax asset and
liability related to continuing operations are as follows (in thousands):

                                                              Year Ended         Year Ended
                                                               March 31,          March 31,
                                                                 2001               2000
                                                            -------------     --------------

Capital loss carryforward                                   $      9,773      $          --
Foreign tax credit carryforward                                       33                 33
Net operating loss carryforward                                   11,209              1,898
                                                            -------------     --------------
                                                                  21,015              1,931
         Valuation allowance                                    ( 16,728)             ( 547)
                                                            -------------     --------------
                                                            $      4,287      $       1,384
                                                            =============     ==============

     The valuation allowance for deferred tax assets was increased by
$16,181,000 and decreased by $2,636,000 during the years ended March 31, 2001
and 2000, respectively.

     At March 31, 2001, the Company has U.S. federal net operating loss
carryforwards of approximately $25,306,000 that may be used against future U.S.
taxable income until they expire between the years March 31, 2012 and March 31,
2019. The Company had a U.S. foreign tax credit carryforward of approximately
$33,000 USD that expires between the years March 31, 2000 and March 31, 2003.

Note 14.  Regulatory Requirements

     Global Capital Securities Corporation is subject to various securities,
commodities and banking regulations, and capital adequacy requirements
promulgated by the regulatory and exchange authorities. It has consistently
operated in excess of its local capital adequacy requirements.

     Global Capital Securities Corporation, a subsidiary, is a registered
broker-dealer and, accordingly, is subject to Rule 15c3-1 of the Securities
Exchange Act of 1934, as amended (the "net capital rule"). Pursuant to the net
capital provisions, Global Capital Securities Corporation is required to
maintain a minimum net capital, as defined under such provisions. At March 31,
2001, the net capital of Global Capital Securities Corporation of $535,000
exceeded the minimum requirement by $285,000.


                                      -46-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 14.  Regulatory Requirements (continued)

     The regulatory rules referred to above may restrict the Company's ability
to withdraw capital from its regulated subsidiary, which in turn could restrict
the Company's payment of cash dividends and advances.

Note 15.  Financial Instruments with Off-Balance Sheet Risk

The Company's customer activities, through its clearing agencies, involve
the execution, settlement and financing of various customer securities
transactions. These transactions may expose the Company to off-balance sheet
risk in the event that customers are unable to fulfill their contractual
obligations. In the event the customers fail to satisfy their obligations, the
Company may be required to purchase or sell financial instruments at prevailing
market prices in order to fulfill the customers' obligations.

     The Company has sold securities that it does not own and it will,
therefore, be obligated to purchase such securities at a future date. The
Company has recorded this obligation in the financial statements at the market
value or fair value of such securities. The Company may incur a loss if the
market value of the securities increases subsequent to March 31, 2001.

     The Company bears the risk of financial failure by its clearing agencies.
If the clearing agencies should cease doing business, the amounts due to the
Company from these agencies could be subject to forfeiture.

Note 16.   Contingencies

     Euro-American Insurance Company Ltd., et al. v. National Family Care Life
Insurance Company, et al., 191st Judicial District of Dallas County, Texas. In
April 1996, National Family Care Life Insurance Company ("National Family Care")
commenced the above action against, among others, Global Capital Securities
Corporation and Steve Signer, an employee of Global Capital Securities
Corporation. In late 1994 or early 1995, National Family Care Life Insurance
Company entered into an arrangement with Debenture Guaranty Corporation, another
defendant in this litigation, whereby National Family Care Life Insurance
Company lent money to Debenture Guaranty Corporation, and Debenture Guaranty
Corporation opened an account in Debenture Guaranty Corporation's name to trade
U.S. Treasuries. The note to National Family Care Life Insurance Company was in
the amount by which the treasuries could be margined. This transaction was
allegedly part of a scheme whereby National Family Care Life Insurance Company
was attempting to inflate its assets for regulatory purposes. Debenture Guaranty
Corporation allegedly misappropriated the funds for its own benefit. National
Family Care Life Insurance Company alleged that Global Capital Securities
Corporation and Mr. Signer aided, abetted and conspired with Debenture Guaranty
Corporation in allegedly defrauding National Family Care. National Family Care
Life Insurance Company reduced its damages demand from approximately $11,500,000
to $1,100,000. Pursuant to a motion filed by Global Capital Securities
Corporation for summary judgment, all claims other than a claim for money had
and received were dismissed. This final claim has been settled for $550,000 and
is included in "Other liabilities and deferred amounts in the consolidated
statements of financial condition.

     Global Capital Securities Corporation also is involved in an arbitration
proceeding related to the National Family Care Life Insurance Company litigation
entitled National Family Care Life Insurance Co. v. Pauli Company, Inc., et al.,
NASDR Case No. 96-02673 (the "Arbitration"). The Arbitration panel entered an
award against Global Capital Securities Corporation in July 1998 in favor


                                      -47-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 16.  Contingencies (continued)

of third-party plaintiff Pauli & Company, Inc. of approximately $370,000,
which was significantly below the initial award sought by Pauli & Company,
Inc. of approximately $1,100,000. Global Capital Securities Corporation has
filed a motion in the National Family Care Life Insurance Company litigation to
vacate this award and plans to vigorously contest this award on appeal. The
award against Global Capital Securities Corporation is a contributory award.
Global Capital Securities Corporation is only responsible to Pauli &
Company, Inc. to the extent that they remit their settlement or a portion
thereof to National Family Care Life Insurance Co. In the event that Pauli &
Company, Inc. does not remit the full amount of their settlement to National
Family Care Life Insurance Co., Global Capital Securities Corporation is only
responsible for a proportionate share of the total awarded to Pauli &
Company, Inc. As of the date of this filing, Pauli & Company, Inc. was in
bankruptcy. Counsel has advised the Company that its exposure to Pauli &
Company, Inc. is minimal due to their involvement in bankruptcy proceedings and
their expected liquidation.

     Lee Schlessman et al v. Global Capital Partners Inc. and EBI Securities
Corporation, Denver County District Court, Colorado, Case No. 00 CV 1795.
Plaintiffs commenced this action in April 2000, alleging that the Company
unlawfully prepaid $1,350,000 of convertible secured promissory notes without
affording the Plaintiffs the right to convert the notes into common stock. The
notes were issued in March 1999, and entitled the holders to convert at a price
of $5.75. The Company filed a registration statement covering the conversion,
which was declared effective in August of 1999. In February 2000, we inquired as
to whether the holders intended to convert. When it was learned that they were
not intending to convert, the Company prepaid the notes pursuant to their terms,
thereby extinguishing the conversion privilege. The Noteholders have sued both
Global Capital Partners Inc. and EBI Securities Corporation, claiming that they
have suffered damages as a result of not being entitled to convert and sell the
common stock issued upon conversion. The Company has not yet answered the
complaint. The Company filed a motion to compel arbitration which was granted.
As of March 31, 2001, no arbitration claim has been made. The Company believes
that it has meritorious defenses and intends to vigorously defend against the
plaintiffs' claims.

     The Company is involved in a number of judicial, regulatory and arbitration
proceedings (including those described above and actions that have been
separately described in previous filings) concerning matters arising in
connection with the conduct of its businesses. Some of the actions have
been brought on behalf of various classes of claimants and seek damages of
material and indeterminate amounts. Management believes, based on currently
available information and advice of counsel, that the results of such
proceedings, in the aggregate, will not have a material adverse effect on the
Company's financial condition but might be material to operating results for any
particular period, depending, in part, upon the operating results for such
period. For the years ended March 31, 2001 and 2000, the Company had accrued
$946,000 and $620,000, respectively related to outstanding settlements and
ongoing litigation.

Note 17.  Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The
effective date of SFAS No. 133 was deferred by the issuance of SFAS No. 137.
SFAS No. 133 was then further amended by SFAS No. 138. The deferred effective
date of SFAS No. 133 is for fiscal years beginning after June 15, 2000. The
Company will adopt SFAS No. 133 as amended by SFAS No. 138 effective with the
fiscal year beginning April 1, 2001. It is not anticipated that the


                                      -48-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 17.  Recent Accounting Pronouncements (continued)

adoption of SFAS No. 133 as amended by SFAS No. 138 will have any significant
impact on net income due to the Company's limited use of derivative instruments.

Note 18.   Restatement

     The Company has restated its financial statements for the year ended March
31, 2000 in order to reflect the effect of the embedded beneficial conversion
feature in its convertible debentures that were issued on May 28, 1999 and to
reflect the effect of the allocation of a deferred tax benefit to the Company's
discontinued operations. Although these changes were deemed to be quantitatively
immaterial to the financial statements when taken as a whole, these changes were
made for consistency and comparability. These changes had no effect on the
Company's liquidity or cash flows. Summarized financial information illustrating
the effect of the restatement on the Company's consolidated financial statements
is as follows:
                                                                              2000
                                                                  ----------------------------
                                                                      As
                                                                  originally           As
                                                                   reported         restated
                                                                 ------------     ------------
         Financial condition -
           Deferred income taxes                                  $  1,310        $  1,384
           Net assets of discontinued operations                    21,013          21,181
           Paid-in capital                                          44,519          44,814
           Accumulated deficit                                      (6,439)         (6,492)
           Shareholders' equity                                     37,264          37,506

         Results of operations -
           Interest expense                                            788           1,082
           Income (loss) before provision for income
              taxes and minority interest in earnings of
              subsidiary                                             3,355           3,061
           Benefit for income taxes                                  1,310           1,384
           Income (loss) from continuing operations                  4,633           4,413
           Loss from discontinued operations                          (914)           (747)
           Net income (loss)                                         3,719           3,666

         Income (loss) from continuing operations per share
           Basic                                                      0.76            0.72
           Diluted                                                    0.73            0.70
         Loss from discontinued operations per share
           Basic                                                     (0.15)          (0.12)
           Diluted                                                   (0.14)          (0.12)
         Net income (loss) per common share
           Basic                                                     0.61             0.60
           Diluted                                                   0.59             0.58



                                      -49-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000

Note 19.  Subsequent Event

     In June 2001, the Company sold in a private placement to accredited
investors an aggregate of 3,125,000 units, with each unit consisting of one
share of the Company's common stock and a warrant to purchase one share of
common stock at an exercise price of $0.77 per share. The per unit purchase
price was $0.64, resulting in proceeds to the Company of $2,000,000, less
offering costs of approximately $150,000. The Company intends to use the net
proceeds from this offering to strengthen its balance sheet and for general
working capital.

Note 20.  Going Concern and Other Important Factors

     The financial services industry has been severely affected by the
prevailing adverse market conditions, and these adverse conditions were
magnified by the events of September 11, 2001. As a result, we have suffered
significant losses which have had a significant negative effect on our liquidity
since September 11, 2002. We expect the current weakness in the financial
markets will continue through the end of our fiscal year, March 2002. In October
2001, we reached an agreement in principal with a group of accredited investors
for them to purchase between $3.5 million and $10.0 million of our 8% Series A
Preferred Stock and common stock warrants. We are in the process of scheduling a
special meeting of stockholders in order to approve this proposed transaction.
The Company will require this financing by January 15, 2001 to continue
operations. If the financing is insufficient or unavailable, or, if the Company
experiences unexpected shortfalls in its anticipated revenues or increases in
its anticipated expenses, the Company would be required to further reduce
headcount, defer vendor payments, sell operating assets and/or seek protection
under the bankruptcy code.

     We believe that we will withstand the current adverse conditions in the
financial markets if we raise at least $3.5 million in our proposed private
placement and we successfully complete the implementation of the proposed
changes in our operations such as combining the operations of our Syosset and
Melville, New York branch offices into a single location to realize greater
economies of scale and to eliminate costs associated with redundant job
functions, reorganizing the other corporate offices to reduce costs associated
with redundant job functions and the conversion of nearly all of the corporate
personnel and managers' compensations schedules to an incentive based
compensation model. We also expect that if we raise the full amount we are
seeking in our private placement, we will then be positioned to pursue
opportunities for future growth. We believe that the weakness in the financial
markets provides opportunities for us to increase our production levels at a
reasonable cost with acceptable risk tolerances, both from growth by acquisition
and as a result of decreased competition. We are actively seeking additional
franchise operations to further enhance our current production levels.

     Also, in October 2001, we received a notice of delisting from the Nasdaq
Stock Market. In this notice, we were informed that we no longer satisfied the
requirements for continued listing due to insufficient net tangible assets and
for public interest concerns. A hearing is scheduled for November 15, 2001
before the Nasdaq Listing Qualifications Panel for us to directly address these
issues and to request continued listing. We believe that we have meritorious
responses to the public interest concerns expressed by the Nasdaq Stock Market
and that the reduction of our debt upon conversion of our convertible debentures
into the common stock covered by this prospectus, coupled with the proceeds of
our proposed private placement, will provide us with sufficient net tangible
assets and stockholders' equity. Please see our discussion on page 7 under the
caption `Risk Factors - We have received a notice of delisting from the Nasdaq
Stock Market and if our common stock is delisted from the Nasdaq SmallCap
Market, our stockholders may face difficulty selling our securities."


                                      -50-
GLOBAL CAPITAL PARTNERS INC.
                            (A Delaware Corporation)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                   For the years ended March 31, 2001 and 2000


Note 20.  Going Concern and Other Important Factors (continued)

     If the Company is unable to generate additional equity and adequate cash or
if it is unable to prevent delisting by Nasdaq, there will be a material and
adverse effect on the business operations, financial condition and results of
operations of the Company, to the extent that a sale, liquidation, or
restructuring of the Company will be necessary, in whole, or in part.

     The above factors raise substantial doubt about the Company's ability to
continue as a going concern. The accompanying financial statements have been
prepared on the basis that the Company will continue as a going concern. The
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.






                                      -51-
Item 8.       Changes In and Disagreements with Accountants on Accounting and
              Financial Disclosure

         None.








                                      -52-
PART III

Item 9.       Directors and Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act

Directors and Executive Officers

     Our executive officers and directors, and their respective ages and
positions as of March 31, 2001, are set forth below:

Name                             Age     Position
Martin A. Sumichrast             34      Chairman of the Board, Chief Executive
                                         Officer and President
Kevin D. McNeil                  41      Executive Vice President, Secretary,
                                         Treasurer and Chief Financial Officer
Dr. Lawrence Chimerine           61      Director
Frank Devine                     57      Director
Paul F. McCurdy                  40      Director
Michael Sumichrast, Ph.D.        80      Director

     Messrs. Martin Sumichrast and Devine are Class III Directors, each to serve
until the 2001 annual meeting of stockholders. Dr. Chimerine is a Class I
Director, to serve until the 2002 annual meeting of stockholders. Messrs.
McCurdy and Michael Sumichrast, Ph.D. are Class II Directors, each to serve
until the 2003 annual meeting of stockholders. There are no family relationships
among any of our officers and directors except that Michael Sumichrast, Ph.D.
and Martin A. Sumichrast are father and son, respectively.

     Martin A. Sumichrast, 34, has served as our Chairman of the Board, Chief
Executive Officer and President since December 1998 and as a director since our
inception in 1993. Mr. Sumichrast is a founder of GCAP and was formerly
Secretary, Executive Vice President and Chief Financial Officer and Vice
Chairman.

     Kevin D. McNeil, 41, has served as our Executive Vice President and
Secretary since December 1998, as Treasurer and Chief Financial Officer since
March 1997 and as comptroller since August 1996. From 1994 to 1996, Mr. McNeil
served as a supervising auditor for Pannell Kerr Forster PC, an international
accounting firm. From 1990 until 1994, Mr. McNeil served as a supervising
auditor for Schoenadel, Marginot & Company, CPAs, a Washington D.C. regional
accounting firm. Mr. McNeil is a member of the American Institute of Certified
Public Accountants, the Virginia Society of Certified Public Accountants and the
Internal Auditors Division of the Securities Industry Association.

     Dr. Lawrence Chimerine, 61, has served as a director since February 1999.
Dr. Chimerine has been Managing Director and Chief Economist at the Economic
Strategy Institute since 1993. Since 1991, Dr. Chimerine has also served as
President of Radnor International Consulting, Inc., an international consulting
firm. Dr. Chimerine is also a director of Bank United Corp., Outsource
International, Inc. and Sanchez Computer Associates, Inc.

     Frank Devine, 57, has served as a director since July 2000. Mr. Devine also
serves as a business consultant for various entities. He has founded or
co-founded Bachmann-Devine, Incorporated, a venture capital firm, and Shapiro,
Devine & Craparo, Inc., a manufacturers' agency serving the retail industry, and
serves on the boards of directors of these companies. Since December 1994, Mr.
Devine has served as a member of the board of directors of Salton, Inc.
(NYSE:SFP), a publicly owned corporation that markets and sells electrical
appliances to the retail trade under various brand names, and of SAFLINK
Corporation, a publicly owned software security company.


                                      -53-
Paul F. McCurdy, 40, has served as a director since July 2000. Mr. McCurdy
is a partner in the law firm of Kelley Drye & Warren LLP. Mr. McCurdy joined
Kelley Drye & Warren LLP in 1987 and concentrates his practice in broker-dealer
regulation, securities law, business organizations and arbitration.  Mr. McCurdy
resigned as director effective October 31, 2001.

     Michael Sumichrast, Ph.D., 80, has served as a director since 1993, and as
our Chairman of the Board from our inception in 1993 until March 1997. From 1990
to 1994, Dr. Sumichrast served as Chairman of the Board of Sumichrast
Publications, Inc., a real estate publication located in Rockville, Maryland,
and as an economic adviser and representative of various international American
companies. From 1963 to 1990, Dr. Sumichrast was the senior vice president and
chief economist of the National Association of Home Builders, a home builders
professional association.

Director Compensation

In April 1999, our board of directors adopted a company policy that eliminated
all cash payments for services on the board and attendance at board meeting and
established a program to grant to our non-employee directors 7,500 shares of
restricted stock at the time he or she joins the board and 5,000 options
annually pursuant to our 1996 Stock Option Plan. We granted 7,500 shares of
restricted stock and an option to purchase 5,000 shares of our common stock to
each of Dr. Chimerine and Michael Sumichrast at the time the policy was adopted
in April 1999. During fiscal 2000, each of our non-employee directors waived
such fees for the fiscal year ended March 31, 2000. In November 2000, the board
amended the policy to eliminate the grant of restricted stock to non-employee
directors upon election to the board. Instead, all non-employee directors will
be granted annually 10,000 shares of restricted stock and options to purchase
10,000 shares of common stock at an exercise price equal to the fair market
value on the date of grant. These options will vest on the first anniversary of
the date of grant.

Subsequent Event

     In June  2001, the Company sold in a private placement to accredited
investors an aggregate of 3,125,000 units, with each unit consisting of one
share of the Company's common stock and a warrant to purchase one share of
common stock at an exercise price of $0.77 per share. The per unit purchase
price was $0.64, resulting in proceeds to the Company of $2,000,000, less
offering costs of approximately $150,000. The Company intends to use the net
proceeds from this offering to strengthen its balance sheet and for general
working capital.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers and directors and persons who own more than 10 percent of a
registered class of our equity securities to file with the SEC reports of
ownership and changes in ownership and to furnish us with copies of such filed
reports. Based solely on a review of the copies of these reports received by us,
or written representations from certain reporting persons, we believe that
during fiscal 2001, all such reports were timely filed, except that one report
in respect of one transaction was filed late by Martin A. Sumichrast.




                                      -54-
Item 10. Executive Compensation

     The following table sets forth certain information regarding the
compensation paid by us to each of our executive officers for the fiscal years
ended March 31, 2001, 2000 and 1999.


                           Summary Compensation Table
                                                                      Long Term
                                                                    Compensation
                                                                       Awards   
                                                                     Securities
                                             Annual Compensation     Underlying
Name and Principal Position       Year      Salary          Bonus    Options/(#)

Martin A. Sumichrast              2001     $240,000     $   20,000         --
 Chairman, Chief Executive        2000     $240,000     $  120,000         --
 Officer and President            1999     $175,000     $       --     75,000

Kevin D. McNeil                   2001     $120,000             --         --
 Executive Vice President         2000     $120,000     $    5,000         --
 Secretary, Treasurer and Chief   1999     $ 75,000     $   25,000     50,000
 Financial Officer

Employment Agreements

     Effective as of January 1, 1999, we entered into an employment agreement
with Martin A. Sumichrast which will expire on December 31, 2004, and will renew
for a period of five years following the expiration date, unless contrary notice
is given by either party. We also entered into an employment agreement,
effective as of January 1, 1999, with Mr. McNeil, which will expire on December
31, 2002, unless contrary notice is given by either party. The annual salaries
for Mr. Sumichrast and Mr. McNeil were initially fixed at $240,000 and $120,000,
respectively, with such subsequent increases in salary during the term of their
respective agreements as may be determined by our board of directors. Messrs.
Sumichrast and McNeil are each eligible to receive a quarterly performance bonus
of up to 1 percent and1/4of 1 percent, respectively, of total revenue of GCAP in
excess of $6,000,000 per quarter. As an inducement for entering into each of
their respective employment agreements, we agreed to sell 200,000 shares and
50,000 shares at $3.50 and $3.00 per share of our common stock, respectively, to
Mr. Sumichrast and Mr. McNeil, in exchange for each of Messrs. Sumichrast and
McNeil issuing to us a promissory note in the amount of $700,000 and $150,000,
respectively, each bearing interest at an annual rate of 7 percent, and expiring
on January 1, 2004 and January 1, 2002, respectively.

     Each employment agreement provides, among other things, for participation
in an equitable manner in any profit-sharing or retirement plan for employees or
executives and for participation in employee benefits applicable to our
employees and executives, as well as for the use of an automobile and other
fringe benefits commensurate with their duties and responsibilities and for
benefits in the event of disability. Pursuant to each such employment agreement,
employment may be terminated by us with cause or by the executive with or
without good reason. Termination by us without cause or by the executive for
good reason would subject us to liability for liquidated damages in an amount
equal to the current salary of the terminated executive as of the date of
termination and a pro rata portion of his prior year's bonus for the remaining
term of the agreement, payable in equal monthly installments, without any
set-off for compensation received from any new employment. In addition, the
terminated executive would be entitled to continue to participate in and accrue
benefits under all employee benefit plans and to receive supplemental retirement
benefits to replace benefits under any qualified plan for the remaining term of
the agreement to the extent permitted by law.


                                      -55-


     Under the employment agreements, we are obligated to purchase insurance
policies on the lives of Messrs. Sumichrast and McNeil. We will pay the premiums
on these policies and would, upon the death of the employee, receive an amount
equal to the premiums paid under the policy and the remaining proceeds would be
paid to the employee's designated beneficiary. Additionally, we have a $l
million key-person life insurance policy on Mr. Sumichrast and a $500,000
key-person life insurance policy on Mr. McNeil, in each case with us as the
beneficiary.

Option Grants

     During the fiscal year ended March 31, 2001, there were no grants to either
of our executive officers.

Option Exercises and Fiscal Year-End Option Values

     The following table sets forth certain information concerning option
holdings as of March 31, 2001 by each of our executive officers.

                 Aggregated Option Exercises in Last Fiscal Year
                        And Fiscal Year-End Option Values

                                                             Number of Securities    Value of Unexercised
                                                            Underlying Unexercised   In-The-Money Options
                                                Value        Options at FY-End (#)       at FY-End($)
                           Shares Acquired     Realized         Exercisable/             Exercisable/
        Name               on Exercise (#)        ($)           Unexercisable           Unexercisable
------------------------ ------------------ -------------- ------------------------ ----------------------

Martin A. Sumichrast             -                 -              75,000/0                    -
Kevin D. McNeil                  -                 -              50,000/0                    -






                                      -56-
Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the beneficial
ownership of our common stock as of June 25, 2001 by

     o    each person we know to be the beneficial owner of at least 5% of our
          common stock,

     o    each of our executive officers and directors, and

     o    all of our executive officers and directors as a group.

Except as otherwise noted, the persons named in the table below have sole voting
and investment power with respect to all shares as beneficially owned by them.

                                                                               Number of         Percentage of
       Beneficial Owner (1)                 Position(s) Held                 Shares Owned        Common Stock
  ------------------------------- -------------------------------------  ---------------------- ----------------

  Martin A. Sumichrast (2)        Chairman of the Board, President,             3,085,000              21.4%
                                  Chief Executive Officer and Director
  Kevin D. McNeil (3)             Executive Vice President,                       600,078               4.3%
                                  Secretary, Treasurer and Chief
                                  Financial Officer
  Dr. Lawrence Chimerine (4)      Director                                         32,500                *
  Michael Sumichrast, Ph.D. (4)   Director                                         29,700                *
  Paul F. McCurdy (5)             Director                                         15,000                *
  Frank Devine (5)                Director                                         15,000                *
  Reid Breitman (6)                                                             1,967,500              14.3%
  General Partners Beteiligungs                                                 1,128,500               8.2%
  AG
  125511 Canada Inc. and David                                                    781,250               5.7%
  Geller (7)
  Entities affiliated with                                                        781,250               5.7%
  Michael Zunenshine (8)
  All Executive Officers and                                                    3,777,278              26.0%
  Directors as a Group (6
  persons)


                                      -57-


----------------------
*        Less than 1 percent.
(1)      Except as otherwise noted, the address for all stockholders listed
         above is c/o Global Capital Partners Inc., 6000 Fairview Road, Suite
         1410, Charlotte, North Carolina 28210.
(2)      Includes (i) 300,000 shares of common stock and warrants to purchase
         400,000 shares of common stock owned by Belle Holdings, Inc., a Nevada
         corporation owned by members of Mr. Sumichrast's immediate family,
         (ii) 75,000 shares of common stock issuable upon the exercise of
         options that are exercisable within 60 days of the Record Date,
         (iii) 150,000 shares of common stock issuable upon the exercise of
         warrants that are exercisable within 60 days of the Record Date, and
         (iv) 1,960,000 shares of common stock as to which Mr. Sumichrast has
         shared voting power. Mr. Sumichrast disclaims beneficial ownership of
         the shares and warrants owned by Belle Holdings and the 1,960,000
         shares as to which he has shared voting power.
(3)      Includes 50,000 shares of common stock issuable upon the exercise of
         options that are exercisable within 60 days of the Record Date and
         57,583 shares of common stock issuable upon the exercise of warrants
         that are exercisable within 60 days of the Record Date.
(4)      Includes 10,000 shares of common stock issuable upon the exercise of
         options that are exercisable within 60 days of the Record Date.
(5)      Includes 5,000 shares of common stock issuable upon the exercise of
         options that are exercisable within 60 days of the Record Date.
(6)      Includes 1,960,000 shares of common stock indirectly owned through
         Corona Corp., a corporation of which Mr. Breitman is sole stockholder,
         director and officer.
(7)      Based on information contained in Schedule 13G filed jointly by 125511
         Canada Inc. and David Geller on June 12, 2001. 125511 Canada Inc. and
         David Geller have shared voting and dispositive power with respect to
         all 781,250 shares. The principal business address of 125511 Canada
         Inc. and David Geller is 78 Lynwood Avenue, Unit 2, Toronto, Ontario
         M441K4.
(8)      Based on information contained in Schedule 13G filed jointly by
         Bellcourt Investments Inc., Beaufort Inc. and Michael Zunenshine.
         Bellcourt Investments has shared voting and dispositive power with
         respect to 625,000 shares, Beaufort has shared voting and dispositive
         power with respect to 156,250 shares and Michael Zunenshine has shared
         voting and dispositive power with respect to all 781,250 shares. The
         principal business address of Bellcourt Investments, Beaufort and
         Michael Zunenshine is 6500 Trans Canada Highway, Suite 210, St.
         Laurent, Quebec H4T1X4.

Item 12. Certain Relationships and Related Transactions

     During the fiscal year ended March 31, 2001, we engaged the law firm of
Kelley Drye & Warren LLP. Paul F. McCurdy, one of our directors, is a partner of
that firm.


                                      -58-
Item 13. Exhibits and Reports on Form 8-K

         Exhibits:

         The following exhibits are filed as a part of this Report:

  Exhibit No.                      Description

          3.1  Certificate of Incorporation, as amended (incorporated by
               reference to Global Capital Partners Inc. (formerly, Eastbrokers
               International Incorporated) Form 10-QSB for the quarter ended
               December 31, 1996).
          3.2  Bylaws, as amended (incorporated by reference to Global Capital
               Partners Inc. (formerly, Eastbrokers International Incorporated)
               Form 10-QSB for the greater ended June 30, 1996).
          4.1  Specimen copy of Common Stock Certificate, Form of Class A
               Warrant Agreement, Form of Class B Warrant Agreement, and Form of
               Warrant Agreement (incorporated  by reference to Global Capital
               Partners Inc. (formerly, Eastbrokers International Incorporated)
               Registration Statement on Form S-1 as filed with the Securities
               and Exchange Commission (No. 33-89544).
          10.1 Employment Agreement between Eastbrokers International
               Incorporated and Martin A. Sumichrast effective as of December
               31, 1998 (incorporated by reference to Global Capital Partners
               Inc. (formerly, Eastbrokers International Incorporated)
               Registration Statement on Form SB-2 (File No. 333-72359)).
          10.2 Employment Agreement between Eastbrokers International
               Incorporated and Kevin McNeil effective as of December 31, 1998
               (incorporated by reference to Global Capital Partners Inc.
               (formerly, Eastbrokers International Incorporated) Registration
               Statement on Form SB-2 (File No. 333-72359)).
          10.3 The 1996 Stock Option Plan of Global Capital Partners Inc.
               (formerly, Eastbrokers International Incorporated) (incorporated
               by reference to Eastbrokers International Incorporated' Quarterly
               Report on Form 10-QSB for the nine months ended December 31,
               1996).
          10.4 Consulting Agreement between Michael Sumichrast, Ph.D. and Global
               Capital Partners Inc. (formerly, Eastbrokers International
               Incorporated) dated April 1, 1997, incorporated by reference to
               Global Capital Partners Inc. Form 10-KSB for the year ended March
               31, 1997.
          21.1* Subsidiaries of Global Capital Partners Inc.
          23.1* Independent Auditors' Consent.

     ----------------
     *Filed herewith.

         Reports on Form 8-K

     On March 20, 2001, we filed a Form 8-K dated March 7, 2001 reporting in
Item 5 thereof our conversion of a portion of a convertible debenture of
MoneyZone.com held by us into an aggregate of 8,448,990 shares of MoneyZone.com
common stock.


                                      -59-



                                   SIGNATURE

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amendment to this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                       GLOBAL CAPITAL PARTNERS INC.
                                (Registrant)

By:        /s/ Kevin D. McNeil                                 November 2, 2001
               Kevin D. McNeil                                        Date
      Executive Vice President, Treasurer,
     Chief Financial Officer and Secretary
  (Principal Financial and Accounting Officer)











                                      -60-
INDEX TO EXHIBITS

      Exhibit No.                              Description                         Page

          3.1            Certificate of Incorporation, as amended (incorporated
                         by reference to Global Capital Partners Inc. (formerly,
                         Eastbrokers International Incorporated) Form 10-QSB for
                         the quarter ended December 31, 1996).
          3.2            Bylaws, as amended (incorporated by reference to Global
                         Capital Partners Inc. (formerly, Eastbrokers
                         International Incorporated) Form 10-QSB for the greater
                         ended June 30, 1996).
          4.1            Specimen copy of Common Stock Certificate, Form of
                         Class A Warrant Agreement, Form of Class B Warrant
                         Agreement, and Form of Warrant Agreement (incorporated
                         by reference to Global Capital Partners Inc. (formerly,
                         Eastbrokers International Incorporated) Registration
                         Statement on Form S-1 as filed with the Securities and
                         Exchange Commission (No. 33-89544).
         10.1            Employment Agreement between Eastbrokers International
                         Incorporated and Martin A. Sumichrast effective as of
                         December 31, 1998 (incorporated by reference to Global
                         Capital Partners Inc. (formerly, Eastbrokers
                         International Incorporated) Registration Statement on
                         Form SB-2 (File No. 333-72359)).
         10.2            Employment Agreement between Eastbrokers International
                         Incorporated and Kevin McNeil effective as of December
                         31, 1998 (incorporated by reference to Global Capital
                         Partners Inc. (formerly, Eastbrokers International
                         Incorporated) Registration Statement on Form SB-2
                         (File No. 333-72359)).
         10.3            The 1996 Stock Option Plan of Global Capital Partners
                         Inc. (formerly, Eastbrokers International Incorporated)
                         (incorporated by reference to Eastbrokers International
                         Incorporated' Quarterly Report on Form 10-QSB for the
                         nine months ended December 31, 1996).
         10.4            Consulting Agreement between Michael Sumichrast, Ph.D.
                         and Global Capital Partners Inc. (formerly, Eastbrokers
                         International Incorporated) dated April 1, 1997,
                         incorporated by reference to Global Capital Partners
                         Inc. Form 10-KSB for the year ended March 31, 1997.
         21.1*           Subsidiaries of Global Capital Partners Inc.
         23.1*           Independent Auditors' Consent.
     ----------------
     *Filed herewith.`