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


                     U.S. 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, 2000

                                       OR

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

                       ----------------------------------

                         Commission file number 0-26202

                          GLOBAL CAPITAL PARTNERS, INC.
        (Exact name of small business issuer as specified in its charter)
                       ----------------------------------

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

        6000 FAIRVIEW ROAD, SUITE 1410, CHARLOTTE, NORTH CAROLINA, 28210
               (Address of principal executive offices) (Zip Code)

                                 (704) 643-8220
                (Issuer's telephone number, including area code)
                       ----------------------------------

         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
                            Placement Agent Warrants

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 disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not 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:  $45,908,499

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed by reference to the average of the bid and ask price of
such common equity on June 28, 2000 was approximately $43,750,000

The total number of shares of the  registrant's  common  stock,  $.05 par value,
outstanding on June 28, 2000 was 10,430,839

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


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


<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                          INDEX TO FORM 10-KSB/A NO. 1

                                    PART III

<TABLE>
<S>        <C>

Item   9.  Directors and Executive Officers, Promoters and Control Persons; Compliance with Section
           16(a) of the Exchange Act.............................................................................1
Item 10.   Executive Compensation................................................................................3
Item 11.   Security Ownership of Certain Beneficial Owners and Management........................................6
Item 12.   Certain Relationships and Related Transactions........................................................7
Item 13.   Exhibits, List and Reports on Form 8-K...............................................................10
Signatures......................................................................................................11
</TABLE>


<PAGE>

                                EXPLANATORY NOTE

         Pursuant  to General  Instruction  E(3) of Form  10-KSB,  this  amended
report on Form 10-KSB/A is being filed hereby to amend the annual report on Form
10-KSB of Global Capital Partners,  Inc. filed on July 3, 2000 solely to include
the  information  required  by Items 9, 10, 11 and 12 of Part III of such annual
report in lieu of  incorporation by reference from the proxy statement of Global
Capital Partners, Inc. to be filed in connection with the 2000 annual meeting of
stockholders, and to revise Exhibit 21.1 to such report. The terms "GCAP," "we,"
"us," or "our" are used herein to simplify the  presentation  of information and
refer to  Global  Capital  Partners,  Inc.  The term  "SEC"  refers  to the U.S.
Securities and Exchange Commission

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

A.       DIRECTORS AND EXECUTIVE OFFICERS

         Our  executive  officers and  directors,  including  our two  directors
who resigned  subsequent  to our  fiscal  year  ended  March  31,  2000,  and
their respective ages and positions are set forth below:

<TABLE>
<CAPTION>
<S>     <C>
                 Name                              Age                               Position

Martin A. Sumichrast                               33             Chairman of the Board, President and Chief
                                                                  Executive Officer
Kevin D. McNeil                                    40             Executive Vice President, Secretary,
                                                                  Treasurer and Chief Financial Officer
Wolfgang Kossner                                   32             Vice Chairman of the Board
Frank Devine                                       56             Director
Dr. Lawrence Chimerine                             60             Director
Jay R. Schifferli                                  40             Director
Paul F. McCurdy                                    39             Director
Michael Sumichrast, Ph.D.                          79             Director

</TABLE>

     Messrs.  Kossner  and  Martin  A.  Sumichrast  were  elected  as Class  III
Directors,  each to serve until the annual  meeting of  stockholders  to be held
during  the  year  2001.  Effective  May  1,  2000,  Mr.  Kossner  resigned  his
directorship  in connection  with the sale of our European  operations to pursue
other opportunities in Europe. The remaining directors unanimously elected Frank
Devine to fill the vacancy created by Mr.  Kossner's  resignation and Mr. Devine
shall serve until the annual meeting of  stockholders to be held during the year
2001.  Dr.  Lawrence  Chimerine was elected to serve as a Class I Director until
the annual meeting of stockholders to be held in 2002. Mr. Jay R. Schifferli and
Michael  Sumichrast,  Ph.D.  were elected to serve as Class II  Directors,  each
until the  annual  meeting  of  stockholders  to be held  during  the year 2000.
Effective July 1, 2000, Mr.  Schifferli  resigned his directorship in connection
with his acceptance of a full-time,  in-house,  general counsel position with Nx
Networks.  The remaining  directors  unanimously elected Paul F. McCurdy to fill
the vacancy  created by Mr.  Schifferli's  resignation.  Mr. McCurdy is, and Mr.
Schifferli  was until joining Nx Networks,  a partner with our outside law firm,
Kelley Drye & Warren LLP. Mr.  McCurdy  shall serve until the annual  meeting of
stockholders  to be held  in the  latter  half  of  2000.  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.

                                      1

<PAGE>

     MARTIN A.  SUMICHRAST,  33, has served as our Chairman of the Board,  Chief
Executive  Officer and President  since December 1998,  Vice Chairman from March
1997 to March 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.  Mr.  Sumichrast is also a director of EBI Securities
Corporation and Chairman of MoneyZone.com, each a subsidiary of ours.

     KEVIN D.  McNEIL,  40,  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.

     WOLFGANG  KOSSNER,  32,  served as our Vice  Chairman  of the  Board  since
December  1998  and as  director  since  August  1996  until  his  May  1,  2000
resignation. Mr. Kossner was our Executive Vice President from August 1996 until
November 1, 1996. Mr. Kossner is a co-founder of  Eastbrokers  Beteiligungs  AG.
From 1993 through 1995, Mr. Kossner served as the managing  director of WMP Bank
AG (formerly named WMP  Borsenmakler  AG), a subsidiary  acquired by us in 1996.
Prior to that, Mr. Kossner was the manager of securities  trading at WMP Bank AG
from 1991 to 1993.  Mr.  Kossner  also served on the  Supervisory  Boards of our
subsidiaries in Vienna,  Ljubljana and Zagreb. Mr. Kossner is also principal and
founder of our largest stockholder, General Partners Beteiligungs AG.

         FRANK  DEVINE,  56, has served as a  director  since July 4, 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.,  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.

     DR. LAWRENCE  CHIMERINE,  60, has served as a director since February 1999,
and has been  Managing  Director and Chief  Economist  at the Economic  Strategy
Institute  since 1993.  Since 1991,  Dr.  Chimerine  has 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.

         MICHAEL SUMICHRAST, Ph.D., 79, 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.

         JAY R. SCHIFFERLI, 40, served as a director since January 1, 1999 until
his July 1, 2000  resignation and was a partner at our outside law firm,  Kelley
Drye & Warren LLP, an international  law firm with offices in the United States,
Europe and Asia.  Mr.  Schifferli  joined Kelley Drye & Warren LLP in 1986,  and
concentrated his practice in securities and corporate law.

                                      2

<PAGE>

     PAUL F.  McCURDY,  39,  has served as a  director  since July 4, 2000.  Mr.
McCurdy is a partner at 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.

         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 meetings. Instead, each of our non-officer directors will be
awarded 7,500 shares of  restricted  stock at the time he or she joins the Board
and an annual award of 5,000 options  pursuant to our 1996 Stock Option Plan, as
amended.  Provisions  of the Stock  Option  Plan are  described  under "Item 10.
Executive  Compensation  - 1996 Stock Option Plan" on page 6 of this report.  We
granted 7,500 shares of  restricted  stock and an option to purchase up to 5,000
shares of our common  stock to each of Dr.  Chimerine,  Dr.  Sumichrast  and Mr.
Schifferli at the time the policy was adopted in April 1999.

         During  the  fiscal  year ended  March 31,  2000,  no fees were paid to
directors.  Each of our current  directors  waived such fees for the fiscal year
ended March 31, 2000.

B.       COMPLIANCE WITH SECTION 16(A)

               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 initial reports
of beneficial  ownership within ten days of becoming such a reporting person and
reports of changes in their ownership of our equity  securities by the tenth day
of the month following such changes in ownership,  and such persons are required
by SEC rules to furnish us with copies of such filed reports.  Based solely on a
review of the copies of Forms 3, 4 and 5 and  amendments  thereto  furnished  by
such persons to us, or written  representations that they have filed on a timely
basis  all  reports  required  by  Section  16(a)  and  the  rules   promulgated
thereunder,  and without researching or making any inquiry regarding  delinquent
Section 16(a) filings, we note that four reports were filed subsequent to filing
due  dates  in  respect  of  twenty-five  transactions  effected  by  Martin  A.
Sumichrast, four reports were filed subsequent to filing due dates in respect of
twenty-two  transactions  effected by Belle  Holdings,  Inc.,  four reports were
filed subsequent to filing due dates in respect of sixteen transactions effected
by Corona  Corp.,  four  reports  were filed  subsequent  to filing due dates in
respect of sixteen  transactions  effected by Reid  Breitman,  two reports  were
filed subsequent to filing due dates in respect of two transactions  effected by
Kevin D.  McNeil,  two  reports  were  filed  subsequent  to filing due dates in
respect of two transactions  effected by Wolfgang Kossner,  one report was filed
subsequent  to the filing due date in respect of two  transactions  effected  by
Michael Sumichrast, Ph.D., two reports were filed subsequent to filing due dates
in respect of two  transactions  effected by Dr.  Chimerine and two reports were
filed subsequent to filing due dates in respect of eight  transactions  effected
by General Partners Beteiligungs AG. We also note that as of the date hereof and
to our knowledge, no report has been filed in respect of certain dispositions by
each of Michael Sumichrast, Ph.D. and General Partners Beteiligungs AG.

ITEM 10.   EXECUTIVE COMPENSATION

         The following  summary  compensation  table sets forth the compensation
for the executives and  non-executive  employees named below for the years ended
March 31,  2000,  1999 and 1998.  No other  executive  officer had total  annual
salary and bonus during any such period equal to or greater than $100,000.


<PAGE>



                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S>        <C>

                                                                                         Long Term Compensation
                                                                        ----------------------------------------------------------
                                       Annual Compensation                          Awards                      Payouts
                          --------------------------------------------------------------------------------------------------------

           (a)               (b)         (c)        (d)        (e)           (f)             (g)         (h)          (i)

                                                                                         Securities
Name and Principal                                        Other Annual    Restricted     Underlying     LTIP       All Other
-------------------
Position                     Year      Salary      Bonus  Compensation Stock Awards($) Options/SARs(#) Payouts    Compensation
--------                     ----      ------      -----  ------------       --------- --------------- -------    ------------

Martin A. Sumichrast(1)      2000    $240,000    $120,000          --           --          75,000         --           --
 Chairman, President         1999   $ 175,000    $   --            --           --          75,000         --           --
  and Chief Executive        1998   $ 120,000    $ 20,000          --           --              --         --           --
  Officer
                                       3
<PAGE>
                                                                                      Long Term Compensation
                                                                        ----------------------------------------------------------
                                       Annual Compensation                          Awards                      Payouts
                          --------------------------------------------------------------------------------------------------------

           (a)               (b)         (c)        (d)        (e)           (f)             (g)         (h)          (i)

                                                                                         Securities
Name and Principal                                        Other Annual    Restricted     Underlying     LTIP       All Other
-------------------
Position                     Year      Salary      Bonus  Compensation Stock Awards($) Options/SARs(#) Payouts    Compensation
--------                     ----      ------      -----  ------------       --------- --------------- -------    ------------

Kevin D. McNeil(2)           2000   $ 120,000    $                 --           --          50,000         --           --
 Chief Financial             1999   $   75,000   5,000             --           --          50,000         --           --
 Officer,    Executive       1998   $   57,500   $  25,000         --           --              --         --           --
 Vice President of                               $  17,250
 Finance, Treasurer, and
 Secretary

RALPH OLSON,(3)              2000   $ 74,998       --          $225,000
Non-officer employee

Peter Schmid(4)              2000          --                      --           --              --         --           --
  Former Chairman,           1999          --       --             --           --              --         --           --
   President and Chief       1998   $ 138,305                      --           --              --         --           --
  Executive Officer                                 --
                                                 $30,000

------------------
<FN>

(1)      Mr.  Sumichrast  became  Chairman  of the  Board,  President  and Chief
         Executive  Officer of GCAP in December  1998,  and was Vice Chairman of
         the Board since March 1997.

(2)      Kevin D. McNeil became Executive  Vice  President and Secretary of GCAP
         in December 1998. He continues to serve as Chief Financial Officer and
         Treasurer.

(3)      Mr. Olson is a non-officer employee,  Mr. Olson is a Vice President of
         EBI Securities.  Mr. Olson received 44,500 shares of common stock as
         compesation for investment banking services.

(4)      Mr. Schmid was the Chairman of the Board and Chief Executive Officer of
         GCAP from March 1997 through  December  15, 1998 and  President of GCAP
         from August 1996 through December 1998.

</FN>
</TABLE>

         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  and  1/4  of  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

                                      4

<PAGE>

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. 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.

         Effective  January 1,  1999,  we  entered  into a  one-year  consulting
agreement with Wolfgang Kossner,  at that time the Vice Chairman of our Board of
Directors.  Mr. Kossner  received  compensation  for his consulting  services of
200,000 Class C Warrants,  payable in equal installments on March 31, 1999, June
30, 1999,  September 30, 1999 and December 31, 1999,  the value of such warrants
determined for compensation  purposes using the Black Scholes method at the time
of  grant.  None of the  warrants  were  exercised  prior  to  their  respective
expirations.    Mr.   Kossner's   consulting   agreement   also   provided   for
project-success  fees  to  be  determined  on a  project-by-project  basis.  The
agreement provided for termination by GCAP for cause and, in the event that GCAP
terminated the agreement for any reason other than for cause,  Mr. Kossner would
have been entitled to the  remaining  payments  that would have  otherwise  been
payable had his services not been  terminated.  The agreement  also provided for
full compensation and reimbursement of expenses in the event of disability.

         OPTION/SAR GRANTS

         During the fiscal year ended March 31, 2000,  except as indicated under
the heading  "--Director  Compensation" on page 3 of this amended report,  there
were no grants to any of the named  executive  officers of directors of options,
stock  appreciation  rights or similar  instruments.  On December 23, 1998,  our
board of  directors  granted  stock  options to Messrs.  Sumichrast,  McNeil and
Kossner, pursuant to which, Messrs. Sumichrast and Kossner are each entitled for
10 years to purchase  75,000  shares of our common  stock at $4.00 per share and
Mr. McNeil is entitled for 7 years to purchase 50,000 shares of our common stock
at $4.00 per share.  During the fiscal year ended March 31, 1998,  there were no
grants to any of the named  executive  officers or directors  of options,  stock
appreciation rights or similar instruments.

         OPTION/SAR EXERCISES

         During the fiscal  year ended  March 31,  2000,  no options to purchase
shares of our common stock were  exercised.  During the fiscal years ended March
31,  1999 and March 31,  1998,  options to  purchase  10,000  and 7,750  shares,
respectively, of our common stock were exercised.

                                       5
<PAGE>



         FISCAL YEAR-END OPTION/SAR VALUES

                          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>                                                                                  Value of Unexercised
                                                                  Number of Securities          In-The-Money
                                                                 Underlying Unexercised       Options/SARs at
                                                                 Options/SARs at FY-End    FY-End($) Exercisable/
                              Shares Acquired       Value           (#) Exercisable/           Unexercisable
                              on Exercise (#)     Realized           Unexercisable                  (e)
           Name                     (b)              ($)                  (d)
            (a)                                      (c)
<S>     <C>    <C>    <C>    <C>    <C>    <C>

---------------------------- ------------------ -------------- --------------------------- -----------------------

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

         1996 STOCK OPTION PLAN

         At our annual  meeting of  stockholders  held on December 10, 1996, the
stockholders  approved  our 1996  Stock  Option  Plan,  pursuant  to  which  our
officers, employees, directors and consultants and certain of our affiliates are
eligible to be granted awards of stock options, stock appreciation rights and/or
restricted  stock.  Pursuant to its terms,  the plan shall be  administered by a
stock award  committee,  or, in the absence of such a  committee,  by the entire
board  of  directors  having  the  plenary  authority  to  grant  awards  in any
combination  permitted under the plan, and to determine the terms and conditions
of the awards.

         The total number of shares of common stock reserved and available to be
awarded  under the plan was  initially  400,000.  The plan was since  amended in
December  1997,  April 1999 and  November  1999  increasing  the total number of
shares  of  common  stock  available  under  the plan to  600,000,  850,000  and
1,200,000,  respectively.  Currently, the total number of shares of common stock
available under the plan is 1,200,000.

           During the fiscal  year ended  March 31,  2000,  options to  purchase
295,000  shares of our common  stock were  granted  under the 1996 Stock  Option
Plan,  as  amended.  During the year ended March 31,  1999,  options to purchase
220,000  shares of our common  stock were  granted  under this plan.  During the
fiscal year ended March 31, 1998,  10,000 shares were issued outside of the plan
as compensation for services provided to us.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information about shares of our common stock
owned as of July 28, 2000 by:

o        each person who is known by us to own beneficially more than five
         percent of our common stock,

o        each of our officers and directors named on pages 1-2 of this amended
         report, and

o        all of our officers and directors as a group.


                                       6
<PAGE>

         Except as otherwise  noted, the persons named in the table below do not
own any other  shares of our capital  stock and have sole voting and  investment
power with respect to all shares beneficially owned by them. As of July 28, 2000
10,430,839 shares of voting stock were outstanding,  consisting solely of shares
of our common stock.

<TABLE>
<CAPTION>
<S>         <C>


                                                                                         Percentage of
                                                                               Number of          Outstanding
       Name and Address (1)                  Position Held                   Shares Owned           Shares
  ------------------------------- -------------------------------------  ---------------------- ----------------

  Martin A. Sumichrast (2)        Chairman of the Board, President,
                                  Chief Executive Officer and Director           1,205,000             11.31%

  Kevin D. McNeil (3)             Executive Vice President,
                                  Secretary, Treasurer and Chief
                                  Financial Officer                                160,078              1.51%

  Dr. Lawrence Chimerine (4)      Director                                          12,500              *

  Jay R. Schifferli (4)           Director                                          12,500              *

  Michael Sumichrast, Ph.D.       Director                                           7,500              *

  Paul F. McCurdy                 Director                                               0              *

  Frank Devine                    Director                                               0              *

  Belle Holdings, Inc.            Stockholder                                     740,000               6.83%

  Reid Breitman (5)               Stockholder                                   1,967,500              18.86%

  Corona Corp.                    Stockholder                                   1,960,000              18.79%

  General Partners Beteiligungs

  AG                              Stockholder                                   1,128,500              10.82%

  All Officers and Directors as                                                 1,385,078              12.86%
  a Group (5 persons)

--------------------
*        Less than 1 percent

<FN>

         (1)      Except as otherwise  noted,  c/o Global Capital  Partners,
                  Inc.,  6000 Fairview  Road,  Suite 1410, Charlotte, North
                  Carolina 28210.
         (2)      Includes  (A)  740,000  shares of common  stock owned by Belle
                  Holdings,  Inc., a Nevada  corporation of which Mr. Sumichrast
                  is sole officer, director and stockholder,  (B) 240,000 shares
                  of common stock owned by Mr. Sumichrast  directly,  (C) 75,000
                  shares of common stock  issuable  upon the exercise of options
                  to  purchase  common  stock at  $4.00  per  share  exercisable
                  immediately  and  expiring  December  23, 2008 and (D) 150,000
                  shares of common stock  issuable  upon the exercise of Class C
                  Warrants  to  purchase   common   stock  at  $7.00  per  share
                  exercisable immediately and expiring on February 19, 2003.
         (3)      Includes (A) 50,000  shares of common stock  issuable upon the
                  exercise  of options  to  purchase  common  stock at $4.00 per
                  share exercisable  immediately and expiring December 23, 2008,
                  and (B)  57,583  shares  issuable  upon  exercise  of  Class C
                  Warrants  to  purchase   common   stock  at  $7.00  per  share
                  exercisable immediately and expiring on February 19, 2003.
         (4)      Includes  7,500  shares of  restricted  common  stock and
                  5,000  options to acquire  shares of common stock at $5.00 per
                  share.

                                      7
<PAGE>

         (5)      Includes  1,960,000  shares  indirectly owned through Corona
                  Corp., a corporation of which Mr. Breitman is sole
                  stockholder, director and officer.
</FN>
</TABLE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         See "Executive Officer  Compensation--Employment  Agreements" on page 4
of this  amended  report,  and see pages 3, 5 and 6 for  information  concerning
stock option grants to related persons.

         Until the sale of our European  operations  on June 14, 2000, we leased
office space from General Partners Immobielenz (formerly Residenz Realbesitz AG)
for our Vienna operations pursuant to a month-to-month lease. Under the terms of
the lease,  we incurred  occupancy  costs of  approximately  1,200,000  Austrian
Schillings  (approximately $95,000 USD) in the fiscal year ended March 31, 1999.
This  property  was sold I early  1999 and has  thereafter  not been  owned by a
related party. The terms of this lease were negotiated such that we were subject
to occupancy expenses no greater than the current market rates. General Partners
Immobielenz is a subsidiary of General  Partners  Beteiligungs,  AG, an Austrian
holding  company  and the  beneficial  owner of  1,462,920  shares of our common
stock.  Wolfgang Kossner owns approximately 30 percent of the outstanding shares
of General Partners Beteiligungs, AG and is a member of the Supervisory Board of
each of General Partners Beteiligungs,  AG, Eastbrokers  Beteiligungs AG and WMP
Bank AG, a majority-owned subsidiary of Eastbrokers Beteiligungs AG.

         WMP Bank AG is an Austrian  broker-dealer,  market  maker and member of
the Vienna Stock Exchange. The common stock of WMP Bank AG is publicly traded on
the Main Market of the Vienna Stock Exchange. From time to time, WMP Bank AG has
made a market in stock of companies that have a  relationship  to us through our
directors  or  stockholders.  For the year ended March 31,  1999,  we  generated
profits of approximately  $1,190,000,  and for the year ended March 31, 2000 our
trading in shares of these companies resulted in a loss.

         We have periodically engaged in securities transactions with URBI S.A.,
a Spanish investment  company.  Wolfgang Kossner was a member of the Supervisory
Board of URBI S.A. from November 1996 through June 1998. On June 30, 1998,  URBI
S.A. repaid in full 2,780,030  Austrian  Schillings or  (approximately  $236,000
USD) due with respect to transactions occurring subsequent to December 31, 1997.

         During our two most recent  fiscal  years,  we have  conducted  various
business transactions with General Partners Beteiligungs, AG. As of the December
31,  1998,  GCAP was owed  $3,787,339  relating  to  these  transactions,  which
receivable  was  transferred  in  connection  with  the  sale  of  our  European
operations to the purchaser thereof.

         On October 8, 1998,  Peter Schmid,  then our Chairman,  Chief Executive
Officer and President,  paid in full a balance due to GCAP of 6,748,111 Austrian
Schillings.

         At  December  31,  1998,  we had a  receivable  related  to  securities
transactions  from Mr.  Kossner in the amount of 1,132,776  Austrian  Schillings
(approximately $97,000 USD), which receivable was transferred in connection with
the sale of our European operations to the purchaser thereof.

         At  December  31,  1998,  we had a  receivable  related  to  securities
transactions  from  Z.E.  Beteiligungs  AG, a  subsidiary  of  General  Partners
Beteiligungs AG, in the amount of 7,745,600 Austrian  Schillings  (approximately
$661,000 USD),  which  receivable was transferred in connection with the sale of
our European operations to the purchaser thereof.

                                      8
<PAGE>

         As of December  31,  1998,  ZE  Beteiligungs  AG, an  approximately  25
percent-owned   subsidiary   of  General   Partners   Beteiligungs   AG,   owned
approximately  25 percent of UCP  Beteiligungs  AG, an Austrian holding company.
UCP Beteiligungs  AG, in turn, owns 27.7 percent of a Russian chemical  company,
UCP AOOT.  Shares of UCP AOOT are listed  over-the-counter  on the Vienna  Stock
Exchange.  WMP Bank AG is a market maker in the shares of UCP AOOT on the Vienna
Stock  Exchange.  As of the close of the sale of our  European  operations,  our
relationship with ZE Beteiligungs AG ceased to exist.

         On January 1, 1999,  Martin A. Sumichrast and Kevin D. McNeil purchased
70,000  and  32,583  Class C  Warrants,  respectively,  from  Eastbrokers  North
America,  Inc., a subsidiary  of ours, in each case for an amount equal to $0.25
per warrant.  The warrants  entitle Mr.  Sumichrast  and Mr.  McNeil,  each,  to
purchase  one (1)  share of our  common  stock at a price  of $7.00  per  share.
Payment for the  warrants was in the form of unsecured  promissory  notes,  with
one-year terms and interest accruing at 8 percent. We have extended the terms of
such notes for an additional year.

         Effective  January 1, 1999, Jay R. Schifferli, a partner at Kelley Drye
& Warren LLP,  became a director of GCAP,  and effective  July 4, 2000,  Paul F.
McCurdy,  also a partner at Kelley Drye & Warren LLP,  became a director of GCAP
to fill the vacancy created upon Mr. Schifferli's  resignation.  GCAP paid legal
fees to Kelley  Drye & Warren LLP during the fiscal year ended March 31, 1999 in
the  amount of  $345,311.64  and during the  fiscal  year ended  March 31,  2000
accrued fees payable to Kelley Drye & Warren LLP in the amount of  approximately
$467,000.



         As of Mr.  Schifferli's  July 1, 2000  resignation,  Mr. Schifferli had
received  7,500  restricted  shares of our  common  stock and 5,000  options  to
acquire shares of our common stock at $5.00 per share as  non-employee  director
compensation.

         In  February  1999,  Martin  A.  Sumichrast  paid in full a note due in
aggregate  principal  amount of $300,000  payable to us in  connection  with his
acquisition in September 1997 of 50,000 shares of our common stock.

         On April 19, 1999,  Mr.  Sumichrast  and Mr. McNeil  purchased  80,000
and 25,000 Class C Warrants from Eastbrokers  North America,  Inc., in each case
for an amount equal to $0.25 per warrant.  Each warrant entitles Mr.  Sumichrast
and Mr.  McNeil,  each,  to purchase  one (1) share of our common stock at a
price of $7.00 per share. We have extended the terms of such notes for an
additional year.

         In order to partially fund our  acquisition of Global Capital  Markets,
LLC (then, The JB Sutton Group, LLC) on November 8, 1999, Belle Holdings,  Inc.,
a Nevada  corporation  of which Mr.  Sumichrast  is sole  director,  officer and
stockholder,  entered into an  agreement  with us pursuant to which it purchased
1,000,000 shares of our 10% Convertible  Preferred Stock, Series A for $2.00 per
share and a warrant to purchase up to 700,000 shares of our common stock and, in
connection  with  such  purchases,  received  an  option  to  purchase  up to an
additional  1,000,000  shares  of  preferred  stock.  The  preferred  stock  was
convertible at any time and from time to time into shares of our common stock on
a 1:1 basis. On the same date,  Belle Holdings,  Inc.  entered into an agreement
with Corona Corp., a Nevada corporation,  pursuant to which Belle Holdings, Inc.
sold to Corona Corp. a $1 million note  convertible at any time and from time to
time into shares of  preferred  stock owned by Belle  Holdings,  Inc. on a .35:1
basis and a warrant to purchase up to 490,000 shares of our common stock and, in
connection with such sale,  gave Corona Corp. the option to purchase  additional
notes, on the same terms as the initial $1 million note,  additional notes up to
an aggregate principal amount of $1 million.

         On January 10,  2000,  Belle  Holdings,  Inc.  partially  exercised
its option and  purchased  100,000 additional  shares of preferred  stock and,
simultaneously,  Corona Corp.  partially  exercised  its option and purchased an
additional note in principal amount of $200,000.


                                      9
<PAGE>

         As of the date of the purchase  agreement between Belle Holdings,  Inc.
and us, each share of preferred  stock subject to such agreement was entitled to
one (1) vote on all matters submitted to our stockholders for their approval. As
a further inducement to Belle Holdings,  Inc. to invest in us, we agreed to seek
stockholder  approval to increase the voting power of the  preferred  stock from
one (1) vote per share to four (4) votes per share in order  that the  preferred
stock holders would obtain control of  approximately  39% of the voting power of
our capital stock entitled to vote on all matters  submitted to stockholders for
approval,  rather than the approximately 14% of the voting power they would have
had without such approval.  These terms were  negotiated by Corona Corp.,  whose
purchase  price of the  convertible  notes was used by Belle  Holdings,  Inc. to
purchase the preferred  stock and warrants under the  agreement,  as a condition
precedent to the investments by Corona Corp., having in mind that Mr. Sumichrast
would  participate  in Belle  Holdings,  Inc.  in order to more fully  align the
interests  of our  management  with  those of our  stockholders.  Subsequent  to
shareholder  approval of the  increase in voting power of the  preferred  stock,
NASDAQ informed us that their listing guidelines  proscribe empowering any class
of  security  with a higher  voting  right than any other  class.  Additionally,
NASDAQ  informed us that  pursuant to certain other  listing  requirements,  the
initial  $2.00 price per share of our  preferred  stock must to be  increased to
$2.0625 per share,  the  closing  price on  November  8, 1999.  Accordingly,  on
January 31, 2000, we modified our agreement  with the holders of, and negotiated
the acceleration of the conversion of all shares of, our preferred stock and the
exercise of all warrants held by Belle Holdings.  Inc. In consideration of these
changes, on January 31, 2000 we sold to Belle Holdings,  Inc., in exchange for a
$375,000 note, due July 1, 2001 and bearing  interest at a rate of 8% per annum,
a Class D Warrant to purchase up to 1,500,000 shares of our preferred stock at a
price of $5.50  per  share,  exercisable  beginning  July 1,  2001 and  expiring
December  31,  2005.  Holders  of  these  warrants  have  certain  anti-dilution
protections  and are entitled to piggyback  registration  after July 1, 2001. On
the  same  date,  Belle  Holdings,  Inc.  sold  to each of  Corona  Corp.  and a
third-party   Class  D  Warrants  to   purchase  up  to  900,000  and   200,000,
respectively, of such shares. In further consideration of such changes, on March
31, 2000,  Belle  Holdings,  Inc.  transferred  70,000 shares of common stock to
Corona Corp.

         On March 31, 2000, Corona Corp.  exercised the remaining portion of its
option and  purchased an  additional  note in principal  amount of $1.8 million,
converted  all notes it had  purchased  from Belle  Holdings,  Inc. in aggregate
principal amount of $4 million,  receiving thereby 1,400,000 shares of preferred
stock,  converted the 1,400,000  shares of preferred  stock,  receiving  thereby
1,400,000 shares of common stock, and exercised its warrant,  receiving  thereby
490,000 shares of common stock.  Simultaneously,  Belle Holdings, Inc. exercised
the  remaining  portion of its option and  purchased  from us 900,000  shares of
preferred stock,  converted  600,000 of such shares,  receiving  thereby 600,000
shares  of common  stock,  transferred  the  remaining  1,400,000  shares of the
preferred  stock to Corona Corp.  upon conversion of the $4 million in notes and
exercised its warrant,  receiving  thereby an additional  210,000  shares of our
common stock.

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

         EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B

                  See Exhibit 21.1  immediately  following  the  signature  page
hereto.

         REPORTS ON FORM 8-K

                  GCAP filed no reports  on Form 8-K  during the  quarter  ended
March 31, 2000.

                                       10

<PAGE>



                                   SIGNATURES

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

<TABLE>
<S>         <C>

               GLOBAL CAPITAL PARTNERS, INC.
                             (Registrant)

By:                                                                                   July 31, 2000
            ----------------------------------------------                        ---------------------
                         Martin A. Sumichrast                                             Date
       Chairman, Chief Executive Officer, President and Director

                                     11
</TABLE>
<PAGE>