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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

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

                                    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 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, 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]

Part III of this report incorporates by reference  information from the issuer's
proxy  statement to be filed by the issuer in connection with its annual meeting
of stockholders for the year 2000.

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                          GLOBAL CAPITAL PARTNERS, INC.

                              INDEX TO FORM 10-KSB

                                     PART I

Item   1.  Description of Business........................................... 3
Item   2.  Description of Property...........................................17
Item   3.  Legal Proceedings.................................................17
Item   4.  Submission of Matters to a Vote of Security Holders...............18


                                     PART II

Item   5.  Market for Common Equity and Related Stockholder Matters..........20
Item   6.  Management's Discussion and Analysis or Plan of Operation.........23
Item   7.  Financial Statements..............................................33

           Historical Financial Statements

                 Independent Auditors' Report................................34
                 Consolidated Statements of Financial Condition..............35
                 Consolidated Statements of Operations.......................36
                 Consolidated Statements of Changes in Shareholders' Equity..38
                 Consolidated Statements of Cash Flows.......................39
                 Notes to Consolidated Financial Statements..................41

Item   8.  Changes In and Disagreements with Accountants on Accounting
           and Financial Disclosure..........................................58


                                    PART III

Item   9.  Directors and Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act.................59

Item 10.   Executive Compensation............................................59
Item 11.   Security Ownership of Certain Beneficial Owners and Management....59
Item 12.   Certain Relationships and Related Transactions....................59
Item 13.   Exhibits, List  and Reports on Form 8-K...........................59
Signatures...................................................................60

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                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS

         SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         This  Prospectus  contains  forward-looking  statements.  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 "budgeted,"  "anticipate," "project,"
"estimate,"  "expect," "may," "believe,"  "potential" and similar statements are
intended to be among the statements that are forward-looking statements. Because
such statements  reflect the reality of risk and uncertainty that is inherent in
our  business,  actual  results may differ  materially  from those  expressed or
implied by such forward-looking  statements.  Readers are cautioned not to place
undue  reliance on these forward  looking  statements,  which are made as of the
date hereof.

         The Private  Securities  Litigation  Reform Act of 1995 provides a safe
harbor for forward-looking  statements. In order to comply with the terms of the
safe harbor,  we caution our readers  that a variety of factors  could cause the
actual results of Global Capital  Partners,  Inc. to differ  materially from the
anticipated  results  or other  expectations  expressed  in our  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, fluctuations in interest
          rates;

o         changes in regulatory requirements which could affect the cost of
          doing business, fluctuations in currency rates;

o         general economic conditions, both domestic and international;

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         significant and rapid changes in technology which could negatively
          affect our internet related projects;

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 Global Capital Partners, Inc.; and

o        those risks and uncertainties set forth under the caption
         "Risk Factors" on page 8 and in Global Capital Partners, Inc. filings
         with the SEC.

         We undertake no  obligation  to release  publicly any  revisions to the
forward  looking  statements to reflect events or  circumstances  after the date
hereof or to reflect unanticipated events or developments.

         IMPORTANT TERMS

We use the following  terms of  identification  to simplify the presentation of
information  in this report.  "GCAP and  subsidiaries"  refers to Global Capital
Partners, Inc. and its subsidiaries. Global Capital Partners, Inc. is the issuer
of the publicly  traded common stock covered  hereby.  "GCAP and  subsidiaries,"
"we," "us," or "our" refer  collectively to GCAP and its subsidiaries.  The term
SEC is sometimes used to simplify references to the U.S. Securities and Exchange
Commission.

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         BACKGROUND

         On January 20, 1993, we incorporated  in the State of Delaware,  as the
Czech Fund Inc. In 1995, we changed our name to Czech  Industries  Inc., then in
1996 to  Eastbrokers  International  Incorporated.  In February  2000, we became
Global Capital Partners, Inc.

         Our initial goal was to take  advantage of the rapid growth in business
opportunities  arising from the  privatization of the  newly-democratized  Czech
Republic by merging with or acquiring Czech businesses.  From 1993 through 1996,
we owned an interest  in a Czech  hotel and an  interest  in a Czech  department
store chain.

         We  are  primarily  a  holding  company  for  twelve  subsidiaries  and
affiliates  which we directly and indirectly own. Most of our  subsidiaries  and
affiliates  are all  engaged  in  various  aspects of  financial  services.  Our
principal  strategic  objective has been to establish  controlling  ownership of
independent  broker-dealers  in the United States and in Europe.  This objective
has been furthered in the United States and in Europe through our newly acquired
online trading business, Sutton Online, Inc. (formerly,  Sutton Online, LLC) and
our internet finance business MoneyZone.com.

The following section, "Developments," highlights our activities as we have both
responded  to and  proactively  anticipated  changes in the  markets in which we
operate,  and the  sections  in Item 6  entitled " -- United  State  Operations"
beginning on page 23 and " -- European Operations"  beginning on page 27 provide
a  more  detailed   description   of  our  domestic  and  European   businesses,
respectively.

         DEVELOPMENTS

         In 1996, we re-evaluated our business strategy and, after considering a
variety of  investment  opportunities,  acquired  Eastbrokers  Beteiligungs  AG.
Eastbrokers  Beteiligungs  AG is an  Austrian  brokerage  company  with  offices
throughout Central and Eastern Europe. This acquisition enhanced our development
by both  providing us with a vehicle to implement our  acquisition  strategy and
extending our opportunities beyond the Czech Republic to the entirety of Central
and Eastern Europe.

         Our  business  strategy  for  European  operations  was to utilize  our
emerging market expertise in the areas of merchant banking,  corporate  finance,
privatization  and trading,  in order to expand  throughout  Central and Eastern
Europe.  However,  during 1998, we modified our business strategy for Europe, in
response  to an overall  economic  downturn  that  covered  much of Central  and
Eastern Europe. This market downturn, which peaked in the Summer of 1998, led to
sharp decreases in stock markets worldwide,  particularly in Central and Eastern
Europe. In addition, to falling prices, the overall liquidity throughout much of
the region was significantly  reduced. In order to minimize the negative effects
on our  financial  operations,  we reduced  our work force in Austria and either
closed or sold our operations in the Czech Republic, Hungary, Slovakia, Romania,
Turkey,  Russia,  Bulgaria.  In 1999, we continued our restructuring program and
closed our offices in Azerbaijan, Croatia and Kazakhstan. In Austria, Poland and
Slovenia, we made significant changes in our management and cost structures.  In
1999,  we  re-entered  the Czech  Republic  through  the  purchase of a minority
interest in Stratego  Invest  a.s.,  Prague,  as well as signed an  agreement to
purchase a minority interest in Unitrust SA, a Swiss financial services company.
As of the date of this  filing,  the  purchase  of Unitrust SA is pending due to
required regulatory approvals.

         In March 1997,  we expanded our  brokerage  operations  into the United
States  through the  acquisition  of an existing New  York-based  broker dealer.
During the  development  of this New York broker dealer,  we were  approached by

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several U.S.  based broker  dealers who were  interested in being  acquired.  We
believed that consolidation within the securities industry,  particularly in the
United States,  was and is inevitable.  This  consolidation can be attributed to
the volatility prevailing in the financial markets, the higher degree of capital
needed to  maintain  solid  brokerage  functions  and the  increased  regulatory
environment.  We decided  that as a  well-capitalized,  professionally  managed,
international,   publicly-traded,   investment   banking   firm,   we  would  be
particularly  appealing  to the  sellers  of medium  size  brokerage  firms.  In
addition,  we believe that the purchase and roll-up of complementary  securities
businesses  both in the  United  States  and in Europe  can be  financed  by the
issuance of our common stock.

         In May 1998, we made a significant  step in our roll-up strategy in the
United States through the acquisition of all of the outstanding  common stock of
Cohig &  Associates,  Inc.,  a Denver,  Colorado  based  investment  banking and
brokerage  firm.  Following  the  acquisition,  we changed the name from Cohig &
Associates, Inc. to EBI Securities Corporation.

         During the most  recent  fiscal  year,  we  continued  our  acquisition
strategy by acquiring  approximately 48 percent of the outstanding  common stock
of MoneyZone.com,  all of the outstanding  ownership interests of Global Capital
Markets,  LLC (then,  The JB Sutton  Group,  LLC),  an  investment  banking  and
brokerage firm, and 55 percent of the outstanding  ownership interests of Sutton
Online,  Inc.  (then,  Sutton  Online,  LLC),  an online  trading  company.  See
"Acquisitions  and  Dispositions  During the Fiscal Year" on this page.  We have
continued  to  grow  our  assets  under  management,   our  commission  revenue,
underwriting  fees, and  distribution  capabilities  and remain committed to our
mission of building,  through  acquisitions  and strategic  alliances,  a highly
successful,  global,  middle-market,  investment banking and securities firm. We
also  believe  that the rapid  development  of the  internet  and  technological
revolution will have a significant and lasting impact on the financial  services
industry.  We have  actively  positioned  ourselves  in less than one  year,  to
participate in this new medium.  We believe that our ability to respond  quickly
and  capitalize  on  upcoming  financial  opportunities,  such as the  creation,
incubation and  capitalization  of  MoneyZone.com  could lead to significant new
opportunities for us.

         ACQUISITIONS AND DISPOSITIONS DURING THE FISCAL YEAR

         In July 1999,  we acquired  approximately  48 percent of  MoneyZone.com
(formerly EBonlineinc.com) and thereafter launched WWW.MONEYZONE.COM,  a capital
formation  Internet  portal  that  matches  investors  with  entrepreneurs,  and
provided  over  $300,000  in  initial  development  costs to  MoneyZone.com.  We
subsequently  disposed  of  approximately  600,000  shares of our  MoneyZone.com
common stock and presently own approximately  thirty percent of  MoneyZone.com's
outstanding   common   stock.   MoneyZone.com's   common  stock  trades  on  the
over-the-counter bulletin board under the symbol "MNZN."

         In November 1999, we purchased  one-hundred  percent of the outstanding
ownership  interests of Global Capital Markets,  LLC (then, The JB Sutton Group,
LLC), a New York based  investment  banking and  brokerage  firm in exchange for
700,000  unregistered  shares of our common  stock and an  agreement  to provide
$1,500,000  in  additional   working   capital  to  that  firm.   Following  the
acquisition, we changed the name from The JB Sutton Group, LLC to Global Capital
Markets,  LLC.  We  intend  to  consolidate  the  operations  of EBI  Securities
Corporation and Global Capital Markets over the next twelve to eighteen  months.
We believe we will  realize  cost  savings  from  economies  of scale  which may
further  enable  us to  eliminate  duplicate  costs  and  maximize  our  capital
resources.  After this  consolidation,  we will then operate a single U.S.-based
broker-dealer with 17 offices and over 300 registered representatives.

         In November  1999,  we also  purchased  fifty-five  percent of the then
issued and  outstanding  LLC  membership  interest in Sutton  Online,  LLC (now,
Sutton Online,  Inc.) in exchange for 250,000  unregistered shares of our common

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stock and an  agreement to advance  $250,000 in  additional  working  capital to
Sutton Online,  Inc.  Sutton Online,  Inc. is an online trading firm that offers
trade  routing,  level II software and data,  Internet  service and training for
online  investors  including  individuals,  hedge funds and money managers,  and
provides  brokerage firms with the necessary  tools to offer financial  products
via the Internet.

         We anticipate that our  acquisitions of EBI Securities  Corporation and
Global Capital Markets are the beginning of a series of  acquisitions  targeting
other  successful  medium  size  investment  banking  and  brokerage  firms both
domestically  and  internationally.  We believe that our current  organizational
structure as an entrepreneurial and international  publicly-traded  company will
be particularly appealing to potential acquisition candidates.

         ACQUISITIONS AND DISPOSITIONS SUBSEQUENT TO THE FISCAL YEAR END

         In May 2000,  Sutton Online,  Inc.  announced the formation of a wholly
owned  subsidiary,  Sutton Online Europe.  Sutton Online Europe will develop and
market online trading products and services to European  clients.  Sutton Online
Europe,   whose   operations  will  be  based  in  Germany,   will  utilize  the
professional-level  online trading  platform of Sutton  Online,  Inc. to execute
trades in U.S. and European  securities.  We are  currently in the process of an
extensive   executive  search  for  a  chief  executive  officer  to  lead  this
subsidiary,   secure  financing  and  develop  proprietary  software  to  access
financial markets throughout the world.

         In June 2000, due to continued net operating  losses and persistent net
cash flow deficits, we sold our interest in Eastbrokers  Beteiligungs AG and its
subsidiaries  for $27.5 million USD in equity  securities and notes  receivable.
This  disposition  was reported on our Current  Report on Form 8-K filed on June
29,  2000.  We intend to  utilize a portion  of the  proceeds  from this sale to
expand our U.S.  brokerage  operations and further the development and expansion
of Sutton Online,  Inc. We are also in the process of evaluating the purchase of
various strategic investment banking and brokerage operations in Western Europe,
particularly  in the  rapidly  growing  German  market.  We intend  to  continue
participating  in  the  Eastern  European  markets  through  multiple  fee-based
franchise  agreements with Eastbrokers  Beteiligungs  AG's operations in Poland,
the Czech Republic and Slovenia.

         In June, 2000,  Sutton Online Europe,  acquired a majority  interest in
Total Online s.r.o., a Czech Republic based online trading  software  developer,
and a minority  interest  in Total  Solutions  s.r.o.,  a Czech  Republic  based
developer of front and back office financial  management  software solutions for
financial  institutions,  investment  companies  and  brokerages.  Total  Online
develops  software for advanced  online trading systems that allows users to buy
and sell securities on various worldwide exchanges.  One of the products will be
able to be used for  trading  on the New York,  Prague,  Vienna,  Frankfurt  and
Amsterdam's AEX Exchanges, as well as Nasdaq.

         GOVERNMENT REGULATION

         We  have  operations  based  in  the  United  States  and  two  foreign
countries.  Our business is, and the securities  industry in general is, subject
to extensive  regulation in each of these  jurisdictions at both the federal and
state level, as well as by industry self-regulatory  organizations.  We are also
subject to regulation by various foreign financial regulatory authorities in the
jurisdictions outside of the United States and Europe where we do business.

         In the United States,  the  Securities  and Exchange  Commission 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  National  Association  of
Securities  Dealers  ("NASD").  The NASD has the authority to adopt rules (which

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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 EBI Securities  Corporation  and Global Capital Markets is subject
to the terms of their  respective  Restriction  Agreements with the NASD. In the
event that EBI Securities  Corporation or Global  Capital  Markets  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. EBI Securities Corporation is registered in
all 50 states  and  Global  Capital  Markets is  registered  in 45  states.  EBI
Securities  Corporation  and Global Capital Markets are subject to the SEC's net
capital rules,  which require them to maintain  prescribed  levels of capital in
order to conduct business. EBI Securities Corporation and Global Capital Markets
maintain their capital in excess of the required minimums.

         Our  non-U.S.  business  is also  subject to  extensive  regulation  by
various non-U.S. governments, securities exchanges, central banks and regulatory
bodies.  Each of these authorities  impose  regulations on our activities within
the scope of their  respective  jurisdictions.  These  regulations are generally
intended to protect  the  integrity  of the stock  exchange,  bank or  financial
market subject to regulation and to protect  customers of the regulated  agency,
and  not  primarily  to  protect  investors  in  the  regulated  entity.   These
regulations may restrict the ability of our  subsidiaries  and affiliates to pay
dividends or advances to Global Capital Partners, Inc.

         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 our  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.

         In  addition  to  the  existing  laws  and  regulations  affecting  us,
additional  legislation  and  regulations,   amendments  to  existing  laws  and
regulations  may be adopted in the  future,  or  changes in  interpretations  or
enforcement of existing laws and regulations  may be adopted in the future.  Any
such event could directly affect our manner, operation, and profitability.

         See page 40 for a description of  NASDAQ-related  issues concerning our
10% Convertible Preferred Stock, Series A.

         COMPETITION

         We are engaged in a highly competitive business. With respect to one or
more aspects of our business,  we encounter  substantial  competition  from both
foreign and domestic businesses in the United States and Europe. Our competitors
include an elite list  comprised of member  organizations  of the New York Stock
Exchange and other registered  securities exchanges in North America and Europe.
Nearly all of such  entities have  substantially  greater  financial  resources,
technical  expertise and managerial  capabilities  than us.  Discount  brokerage

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firms  affiliated with commercial  banks and companies which provide  electronic
on-line 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 28, 2000, we had approximately  350 full-time  employees and
15  part-time  employees.  None  of our  employees  are  covered  by  collective
bargaining  agreements  and we  believe  our  relations  are good  with both our
employees and our independent contractors and consultants.

         COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

         We must  comply  with  various  federal,  state and  local  regulations
relating  to the  protection  of the  environment.  Federal,  state,  and  local
provisions  which have been  enacted  or adopted  regulating  the  discharge  of
materials into the  environment  or otherwise  relating to the protection of the
environment  will not,  in our  opinion,  have a material  effect on our capital
expenditures, earnings or competitive position.

         RISK FACTORS

         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.

         THE VOLATILE NATURE OF THE SECURITIES  BUSINESS COULD ADVERSELY  AFFECT
OUR FINANCIAL PERFORMANCE AS WELL AS OUR STOCK PRICE. The securities business is
naturally  subject  to various  risks,  particularly  in  volatile  or  illiquid
markets.  Among the risks are  potential  losses  resulting  from the  following
activities:

o         underwriting or owning securities,

o         trading, arbitrage and merchant banking activities,

o         failure by the other party to meet commitments,

o         customer fraud and employee fraud,

o         misconduct and errors,

o         failures in connection with processing securities transactions and

o         litigation.

         Various factors affect a securities firm's business and  profitability.
These factors include the firm's credit  capacity or perceived  creditworthiness
and  competitive  factors,  including  the ability to attract and retain  highly
skilled  employees.  These and other factors may contribute to reduced levels of
new issuances of securities or merger, acquisition, restructuring, and leveraged
capital activities,  including leveraged buyouts and high-yield financing.  Such
factors  may also  help  reduce  the level of  participation  in  financing  and
investment related to these activities. This generally results in lower revenues

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from investment and merchant  banking fees and from  underwriting  and corporate
development  investments.  Reduced volume of securities transactions and reduced
market  liquidity  generally  result in lower  revenues  from dealer and trading
activities and commissions.

         Lower  price  levels of  securities  may result in a reduced  volume of
transactions  and in losses from declines in the market value of securities held
in trading,  investment  and  underwriting  positions.  Sudden sharp declines in
market values of securities and the failure of companies issuing  securities and
parties on the other side of a  transaction  to perform  their  obligations  can
result  in  illiquid  markets.  In  such  markets,  we may  not be  able to sell
securities  and may have  difficulty  covering our  securities  positions.  Such
markets,  if  prolonged,  may also lower our revenues from  investment  banking,
merchant banking and other investments, and could have a material adverse effect
on our results of operations, financial condition and cash flows.

         Our  principal  business  activities  (investment  banking,  securities
sales,  trading,  and  correspondent  brokerage  services) are naturally  highly
competitive  and  subject  to  various  risks,   volatile  trading  markets  and
fluctuations in the volume of market activity.  Consequently, our net income and
revenues, as well as our stock price, have been, and may continue to be, subject
to wide fluctuations.  This, of course, reflects the impact of many factors that
are beyond our control. These factors include:

o         securities market conditions,

o         the level and volatility of interest rates,

o         competitive conditions and

o         the size and timing of transactions.

Numerous other national and international factors affect the securities business
and the profitability of securities firms. These include:

o         economic and political conditions,

o         broad trends in business and finance,

o         legislation and regulation affecting the national and international
          business and financial communities,

o         currency values,

o         inflation,

o         market conditions,

o         the availability of short-term or long-term funding and capital,

o         the credit capacity or perceived creditworthiness of the securities
          industry in the marketplace and

o         the level and volatility of interest rates.

         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 domestic and
foreign  securities  firms.  Many of these  competitors  have  greater  capital,

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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.

         We anticipate  legislative  and  regulatory  initiatives in the U.S. to
remove or relieve certain restrictions on commercial banks. Thus, it is possible
that  competition in some markets  currently  dominated by investment  banks may
increase in the near future.

         Such  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.  See "Description of Business -- Competition" on page
7.

         OUR FAILURE TO COMPLY  WITH THE  EXTENSIVE  FEDERAL,  STATE AND FOREIGN
REGULATION  OF OUR BUSINESS  COULD HAVE A MATERIAL  ADVERSE  EFFECT UPON US. Our
business  (and the  securities  industry  generally)  is  subject  to  extensive
regulation.  First, we are subject to regulation in the United States and in all
European states where our subsidiaries  operate at the state level.  Second,  we
are subject to regulation by various foreign financial regulatory authorities in
the jurisdictions  outside of the United States and Europe where we do business.
Finally, we are subject to regulation by industry 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  accordingly.  See  "Description  of  Business -
Government Regulation" on page 6.

         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.

                                       10

<PAGE>

         Other  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 of broker-dealers,

o         changes in rules promulgated by the SEC other foreign 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 industry or the market
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 in any year are:

o         existing and proposed tax legislation,

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

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

         From  time to time,  various  forms of  anti-takeover  legislation  and
legislation that could affect the benefits  associated with financing  leveraged
transactions  with  high-yield  securities  have been proposed that, if enacted,
could  adversely  affect  the volume of merger and  acquisition  and  investment
banking business, which in turn could adversely affect our related underwriting,
advisory and trading revenues.

         THERE ARE  MARKET,  CREDIT  AND  LIQUIDITY  RISKS  ASSOCIATED  WITH OUR
UNDERWRITING  AND TRADING  ACTIVITIES WHICH COULD HAVE A MATERIAL ADVERSE EFFECT
ON US. We  conduct  our  underwriting,  securities  trading,  market-making  and
arbitrage  activities  as  principal  and in doing so  subject  our  capital  to
significant  risks,  including  market,  credit  (including  counter-party)  and
liquidity risks.

         Our  underwriting,  securities  trading,  market-making  and  arbitrage
activities  often  involve the  purchase,  sale or short sale of  securities  as
principal in markets that may be characterized  by relative  illiquidity or that
may be particularly susceptible to rapid fluctuations in liquidity. From time to
time we have large  position  concentrations  in certain  types of securities or
commitments and in the securities of or commitments to a single issuer.  Through
our subsidiaries and affiliate offices, we engage in proprietary trading of U.S.
and European  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

                                       11
<PAGE>


risk  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.

         For  competitive  and other  reasons,  the  trend in all major  capital
markets toward larger  commitments on the part of lead underwriters  means that,
from time to time, an underwriter may retain significant position concentrations
in individual securities.  Such concentrations increase our exposure to specific
credit,  market and political  risks.  Also,  material  fluctuations  in foreign
currencies against the U.S. Dollar, in the absence of countervailing covering or
other procedures, may result in losses or gains in the carrying value of certain
assets located or denominated in non-U.S. jurisdictions or currencies.

         We  derive  much  of our  revenue  from  commissions  generated  by our
broker-dealers from retail brokerage transactions in equity and debt securities,
underwriting activities and private placements.  We believe that as the business
of the broker  dealers  develops,  the broker  dealers will engage in securities
trading for their own accounts.  These activities may involve the purchase, sale
or short sale of securities as principal and may involve certain risks which may
limit our ability to resell securities we purchased or to repurchase  securities
sold in such  transactions.  These risks  include  change in the market price of
such  securities  and a decrease  in the  liquidity  of markets.  Principal  and
underwriting  transactions also involve economic,  political,  credit, currency,
interest rate and other related  risks,  any of which could result in an adverse
change  in the  market  price  of the  relevant  securities.  See  "Management's
Discussion and Analysis or Plan of Operation."

         OUR MERCHANT BANKING  ACTIVITIES ARE VERY CAPITAL  INTENSIVE AND HAVE A
POTENTIAL  FOR  LOSS  WHICH  COULD  HAVE  AN  ADVERSE  AFFECT  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.

         Such 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.

         There  can be 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. See "Management's Discussion and Analysis or Plan of Operation."

         OUR  INABILITY  TO  RAISE  ADDITIONAL  REQUIRED  CAPITAL  COULD  HAVE A
MATERIAL  ADVERSE EFFECT ON US. We may need to raise additional funds to provide
working  capital or to  respond  to  unforeseen  needs or to take  advantage  of
unanticipated  opportunities.  Over the longer  term,  it is likely that we will
require  substantial  additional  monies to continue to fund our working capital

                                       12
<PAGE>


and  expansion  needs.  There can be no  assurance  that any such  funds will be
available at the time or times needed,  or available on terms  acceptable to us.
If adequate funds are not available on acceptable  terms,  we may not be able to
take advantage of market  opportunities,  to develop new services or products or
otherwise respond to competitive pressures. Such inability could have a material
adverse effect on our business,  financial condition,  results of operations and
cash flows.

         INADEQUATE  FINANCING TO SUPPORT OUR  BUSINESSES  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.

         All repurchase  transactions  and a portion of our bank  borrowings 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  or
borrowings.  Liquidity management includes monitoring assets available to pledge
against short-term borrowing.  We maintain borrowing  relationships with a broad
range of banks, financial  institutions,  counter parties 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.  There can be no  assurance  that  adequate  financing  to support our
businesses  will  continue  to be  available  in the future.  See  "Management's
Discussion and Analysis or Plan of Operation."

         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  in the United States,  we are required to comply with each of the
countries'  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.

         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.

         WE DEPEND ON CERTAIN KEY MEMBERS OF MANAGEMENT  AND THE LOSS OF ANY ONE
OF THEM COULD HAVE A SIGNIFICANT  ADVERSE EFFECT ON OUR  PERFORMANCE AS A WHOLE.
Most aspects of our business  depend on  highly-skilled  individuals.  We devote
considerable resources to recruiting, training and compensating such individuals
and have taken  further  steps to encourage  such  individuals  to remain in our

                                       13
<PAGE>


employ.  Individuals employed by us may, however, choose to leave at any time to
pursue other opportunities. Moreover, operating our business depends principally
on certain key management  personnel.  In particular,  Martin A.  Sumichrast and
Kevin D. McNeil have  played  significant  roles in  promoting,  developing  and
managing the Company. Messrs. Sumichrast and McNeil are officers,  directors and
employees of ours. If we terminate  their  employment,  or if they are unable to
perform  their  duties,  there  may  be a  significant  adverse  effect  on  our
performance  as a whole.  We expect that our potential  growth and any expansion
into new  areas  and  activities  requiring  additional  expertise  (such as new
markets or the development of new products) will place additional demands on our
human  resources.  We  anticipate  such  demands  will  require  us to  add  new
management  personnel  and to  develop  additional  expertise  in  our  existing
management  personnel.  The failure to acquire such  services or to develop such
expertise  could have a material  adverse  effect on our  prospects for success.
Competition  for such  personnel is intense and we can give no assurance that we
will be able to hire and/or retain adequate  personnel.  At the present time, we
have key-man life insurance policies in effect on Mr. Sumichrast and Mr. McNeil.
Due to  the  continued  expansion  in the  U.S.  and  the  sale  of  Eastbrokers
Beteiligungs AG and its subsidiaries,  Mr. Kossner,  the former Vice Chairman of
the Board, resigned in May 2000, to pursue other business opportunities.

         WE HAVE SUFFERED  OPERATING  LOSSES AND WE CANNOT  PREDICT  WHETHER OUR
FUTURE  OPERATIONS  WILL BE  PROFITABLE  OR THAT WE WILL  HAVE  AVAILABLE  FUNDS
ADEQUATE TO FUND OUR OPERATIONS. Despite our current years profitability,  since
the Company's  formation,  we have suffered  substantial  cash flow deficits and
operating  losses.  The net loss for the fiscal  year ended  March 31,  1999 was
$5,912,000  and the net  loss for the  fiscal  year  ended  March  31,  1998 was
$3,677,000.  Our  accumulated  deficit  as of  March  31,  2000  was a  negative
$6,439,000.  There  can be no  assurance  that  our  future  operations  will be
profitable or that we will have available funds adequate to fund our operations.
Should our operations be  profitable,  it is likely that we would retain much or
all of our earnings to finance future growth and expansion.

         IF  OUR  COMMON  STOCK  WERE  DELISTED,  STOCKHOLDERS  MAY  HAVE A MORE
DIFFICULT TIME SELLING THEIR SECURITIES. In the event that our common stock were
no longer to meet  applicable  Nasdaq  SmallCap  requirements  including  timely
reporting and were delisted from Nasdaq  SmallCap,  we would attempt to have our
securities  traded in the  over-the-counter  market via the Electronic  Bulletin
Board or the "pink  sheets."  In such  event,  holders of our  securities  would
likely  encounter  greater  difficulty in disposing of these  securities  and/or
obtaining accurate quotations as to the prices of our securities.

         IF AT ANY TIME  REGULATORS  DELIST  THE  COMMON  STOCK  FROM THE NASDAQ
SMALLCAP,  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 be any equity  security that has a market price (as defined) of
less than  $5.00 per share or an  exercise  price of less than  $5.00 per share,
subject to certain exceptions. Since our common stock is currently listed on the
Nasdaq  SmallCap we are exempt from the  definition of penny stock at this time.
If at any time  regulators  delist  the common  stock from the Nasdaq  SmallCap,
transactions  involving the  securities  may become subject to penny stock rules
that impose additional sales practice  requirements on  broker-dealers  who sell

                                       14
<PAGE>


such  securities to persons  other than  established  customers  and  accredited
investors.  Generally,  an  accredited  investor is such a person with assets in
excess of  $1,000,000  or annual  income  exceeding  $200,000  ($300,000  annual
together with such a person's  spouse.) 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 Commission 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
exempt. 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.

         THERE  COULD  BE  POSSIBLE   DILUTIVE  AND  OTHER  ADVERSE  EFFECTS  OF
OUTSTANDING  OPTIONS AND WARRANTS BEING EXERCISED WHICH COULD AFFECT OUR ABILITY
TO RAISE ADDITIONAL CAPITAL.  Under the terms of our outstanding Placement Agent
Warrants,  Class D Warrants and options issued under our 1996 Stock Option Plan,
as amended, the holders of such warrants and options are given an opportunity to
profit  from a rise in the  market  price of the common  stock with a  resulting
dilution in the  interests  of the other  stockholders.  The  existence  of such
options  and  warrants  may  adversely  affect  terms  on  which  we may  obtain
additional  financing.  For example,  the holders of the warrants might exercise
them at a time when we are attempting to obtain additional capital through a new
offering of securities on terms more favorable than those which the warrants and
options provide.

         THE ISSUANCE OF PREFERRED STOCK COULD MAKE A POSSIBLE TAKEOVER OF US OR
REMOVAL OF OUR  MANAGEMENT  MORE  DIFFICULT.  As of December  1997, our Board of
Directors has  authorized  the issuance of up to 10,000,000  shares of preferred
stock.  In November  1999,  January  2000 and March 2000,  a total of  2,000,000
shares of our 10% Convertible  Preferred  Stock,  Series A, were issued to Belle
Holdings,  Inc., a company  controlled  by Martin A.  Sumichrast,  our Chairman,
President  and Chief  Executive  Officer.  Prior to the end of our fiscal  year,
Belle  Holdings  converted all of its preferred  shares into common stock,  on a
one-to-one  basis. As of June 28, 2000, no shares of preferred stock were issued
and outstanding.  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 any series of
preferred  stock.  The issuance of any series of preferred  stock having  rights
superior  to those of the common  stock may result in a decrease in the value or
market price of the common  stock.  The Board of  Directors  could use this as a
means to prevent a change in control of us. Future  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 the our company in which
stockholders  could receive  premiums for their common stock or warrants,  could
adversely affect the voting and other rights of the holders of the common stock,
or could depress the market price of the common stock or warrants.

         THERE ARE SPECIFIC RISKS OF THE GEOGRAPHIC  AREAS COVERED BY US OUTSIDE
THE UNITED STATES WHICH COULD, IF REALIZED,  RESULT IN A MATERIAL ADVERSE EFFECT
ON US. Our  investments  may  include  securities  of issuers  resident in areas
currently in a state of flux. These regions' political institutions and economic
policies  now face  the  challenges  of  rapid  change.  Their  populations  are
ethnically  diverse and  cultural and  religious  tensions  abound.  Memories of
conflicts,  past  injustices  and the legacy of the  denial of  justice  and the
expropriation  of property  will  continue to create  tension for years to come.
These  problems  will compound the  difficulties  of the change from a centrally
planned economy to a market economy.  For these reasons our investments  will be
subject  to  risks of a nature  and  degree  not  normally  encountered  in more
developed  economies and additional to those inherent in any equity  investment.
Specific examples of some of these risks are described below:

O    LIQUIDITY  OF OUR  INVESTMENTS:  The  nature  of our  investments  in these
     geographic areas limits their potential secondary market.  Accordingly,  we
     may not be able to achieve the full value of our  investments  on disposal.

                                       15
<PAGE>


     Although we anticipate that liquidity will improve once local stock markets
     are  operational,  there is no guarantee that the markets will be as liquid
     as those of developed countries.

O    POLITICAL  AND  ECONOMIC  FACTORS:  The  countries  in  which  some  of our
     operations are concentrated had centrally-planned,  socialist economies for
     many years.  Attempts at political and economic  reform have been made with
     limited  success and it is impossible to foresee  whether such reforms will
     achieve their intended aims. Countries may impose restrictions on investing
     in specific  companies or industries which they consider to be important or
     sensitive to national interests,  but which also may be the best investment
     opportunities available there.  Additionally,  changes in government policy
     may result in countries expropriating investments.

O    VALUATION RISK:  Accounting and financial  reporting  standards in selected
     countries are not equivalent to International  Accounting Standards or U.S.
     Generally Accepted Accounting Standards.  Consequently, less information is
     available to investors in the  selected  countries  than in more  developed
     capital markets. Nevertheless, we will use valuations and financial reports
     of  international  auditing firms and will apply all other means to monitor
     unlisted investments.

O    PROBLEMS OF TRANSITION AND BUSINESS FAILURE: Until very recently, virtually
     all  industrial  output  within the Comecon and Warsaw Pact  countries  was
     generated  from  state-owned   industry.   As  a  result,  few  individuals
     understand   basic   capitalistic   management   skills   and   techniques.
     Privatization of much of the region's industry and the transition to a more
     market-orientated  economy  will be  difficult.  Industry  in the region is
     considerably  less  developed and less  efficient  than industry in Western
     Europe and the United  States.  In addition to doubts as to the  continuing
     viability of much of the region's industry,  those businesses which survive
     are likely to require  considerable  capital  investment and restructuring.
     The failure of one or more  businesses in which we have invested may have a
     significant adverse effect on our performance as a whole.

O    CHANGES IN LAW AND ENFORCEMENT OF RIGHTS:  In cases where competing  claims
     arise or in cases of re-nationalization, it may be difficult to enforce our
     rights in several of the  countries  where we  operate.  There are  several
     reasons for this. First, legislation relating to securities,  stock markets
     and property  rights may not exist.  Second,  these countries may only very
     recently have introduced such legislation and may introduce significant new
     legislation  at any time.  Finally,  existing  legislation  is likely to be
     subject to extensive amendment.

O    INVESTMENT  AND  REPATRIATION  RESTRICTIONS:  We may  require  governmental
     registration  and/or  approval in order to  repatriate  investment  income,
     capital  and the  proceeds  of  sales by  foreign  investors.  A number  of
     countries in which we may invest do not have freely convertible  currencies
     or their  currencies may only be  convertible at rates  determined by their
     governments.  Countries may also impose  repatriation  restrictions  at any
     time.  Changes  in the value of  currencies  in which our  investments  are
     denominated  will  result  in a  corresponding  change  in the value of our
     assets which are generally denominated in the local functional  currencies.
     Investors should note that the local currencies  involved may be subject to
     rapid   devaluation   against  the  major  "hard"   currencies,   with  the
     corresponding   result  that  delays  in  currency   conversion  may  cause
     significant losses.

O    TAXATION: Taxation of dividends and capital gains received by non-residents
     varies among the selected  countries.  In addition,  the selected countries
     generally have less well-defined tax laws and procedures, and such laws may
     permit retroactive  taxation.  As a result, we could, in the future, become
     subject  to  local  tax  liabilities  that  had  not  been  anticipated  in
     conducting our investment activities or valuing our assets.

                                       16
<PAGE>

         SIGNIFICANT AND RAPID CHANGES IN TECHNOLOGY COULD NEGATIVELY AFFECT OUR
INTERNET-RELATED  PROJECTS.  The market for  internet  products and services has
only   recently   begun  to  develop  and  is  rapidly   evolving.   Significant
technological  changes could render our existing  internet-related  products and
services  obsolete.  To be  successful,  we must adapt to this rapidly  changing
market by continually  improving the responsiveness,  functionality and features
of our products and services to meet our customers'  needs.  If we are unable to
respond to technological  advances and conform to emerging industry standards in
a  cost-effective  and timely basis,  certain  portions of our business could be
materially adversely affected.

ITEM 2.       DESCRIPTION OF PROPERTY

         We do not own any real  property.  Leases on the  properties  we occupy
expire at various times over the next five years. At current  production levels,
we believe our leased space is suitable  and  adequate.  However,  if volume and
activity increases, it may necessitate leasing additional office space.

         Our corporate  offices are located in  Charlotte,  North  Carolina.  We
lease  our  office  space  in  Charlotte,   North  Carolina  and,   through  our
subsidiaries, in various other locations. As of March 31, 2000, we leased office
space in the following locations: (1) Denver, Colorado; (2) Aspen, Colorado; (3)
Colorado Springs, Colorado; (4) Mesa, Arizona; (5) La Jolla, California; (6) Los
Angeles,  California;  (7)  Newark,  Delaware;  (8)  Boca  Raton,  Florida;  (9)
Baltimore, Maryland; (10) Farmington,  Michigan; (11) Aberdeen, New Jersey; (12)
Sea Girt,  New Jersey;  (13)  Albuquerque,  New Mexico;  (14)  Charlotte,  North
Carolina; (15) Seattle, Washington; (16) Spokane, Washington; (17) New York, New
York; (18) Vienna,  Austria; (19) Klagenfurt,  Austria; (20) Warsaw, Poland; and
(21) Ljubljana,  Slovenia. Due to our recent sale of Eastbrokers Beteiligungs AG
and  its  subsidiaries   (see   "Description  of  Business   -Acquisitions   and
Dispositions  Subsequent  to  Fiscal  Year  End"  on  page  6 and  Note 2 to the
financial statements included in this report on page 44), we no longer lease the
offices in Vienna, Austria;  Klagenfurt,  Austria; Warsaw, Poland; or Ljubljana,
Slovenia.  However, through the recent acquisitions of Total Solutions and Total
Online, we now lease office space in the Czech Republic.

ITEM 3.       LEGAL PROCEEDINGS

         We and our  subsidiaries  are subject to several legal  proceedings  in
various jurisdictions throughout the United States.

         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 commenced the above
action against,  among others,  EBI Securities  Corporation and Steve Signer, an
employee of EBI  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 EBI  Securities  Corporation  and Mr.  Signer  aided,  abetted and
conspired with Debenture Guaranty Corporation in allegedly defrauding Plaintiff.
National Family Care Life Insurance  Company has reduced its damages demand from

                                       17
<PAGE>


approximately $11,500,000 to $1,100,000.  EBI Securities Corporation believes it
has  meritorious  defenses and intends to  vigorously  defend  against  National
Family Care Life Insurance Company's claims. The case is not presently scheduled
for trial.

         EBI  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 EBI  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.  EBI 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.

         JACK G.  LARSEN,  AS RECEIVER FOR  SOUTHWEST  INCOME,  TRUST  ADVANTAGE
INCOME TRUST AND INVESTORS  TRADING TRUST V. COHIG AND ASSOCIATES,  INC. ET AL.,
Maricopa  County  Superior  Court,  Arizona,  Case No.  CV  98-20281.  Plaintiff
commenced this action against EBI Securities  Corporation and one of its brokers
in  December  1998 (and  process  was served on EBI  Securities  Corporation  in
January  1999)  seeking  damages in excess of $8  million  dollars  against  EBI
Securities Corporation as well as an accounting of funds allegedly in possession
of EBI  Securities  Corporation.  Plaintiff,  who  apparently has been appointed
receiver for three trusts,  alleges that customer  accounts  established  at EBI
Securities  Corporation by third parties  contained funds that actually belonged
to the  trusts,  and that  EBI  Securities  Corporation  negligently  failed  to
supervise its employees, in failing to determine that the third parties' trading
activities,  which allegedly  resulted in significant  trading  losses,  were in
violation of the terms of  agreements  between the third parties and the Trusts.
Plaintiff  also contends that EBI Securities  Corporation  has in its possession
and has wrongfully  refused to return  approximately  $270,000  belonging to the
trusts.  This case is  presently  scheduled  for  trial in  October,  2000.  EBI
Securities  Corporation believes that it has meritorious defenses and intends to
vigorously defend against Plaintiff's claims.

         LEE SCHLESSMAN ET AL V. GLOBAL  CAPITAL  PARTNERS,  INC.,  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 noteholders 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. The
answer is due on July 17, 2000. We believe that we have meritorious defenses and
intend to vigorously defend against Plaintiffs claims.

         In view of the inherent  difficulty of  predicting  the outcome of such
matters,  we cannot predict the eventual  outcome of pending  matters against
us, EBI Securities Corporation or Global Capital Markets, LLC. We

                                       18
<PAGE>


believe,  based upon  discussions  with our  counsel,  that the  outcome of such
matters will not have a material  adverse effect on the  consolidated  financial
condition  of our firm but may be  material  to our  operating  results  for any
particular  period  depending  on the outcome of the matter and the level of our
income for such period.

         In  addition  to  the  litigation  described  above,  we,  through  our
subsidiaries,  are involved in various legal  actions and claims  arising in the
ordinary  course of  business.  We  believe  that each of such  matters  will be
resolved without material adverse effect on our financial condition or operating
results.

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

         On January 31, 2000, we held a special meeting of our stockholders.  At
this   meeting,   our  Board  of  Directors   submitted  two  proposals  to  the
stockholders. The first proposal was to change the name of our Company to Global
Capital  Partners,  Inc. from  Eastbrokers  International  Incorporated  and the
second  proposal  was to  increase  the  voting  power  of our  10%  Convertible
Preferred Stock,  Series A, and certain  issuances of common stock and warrants.
The holders of 5,766,410 shares of stock entitled to vote,  which  constituted a
quorum,  were  present  at the annual  meeting in person or by proxy.  As of the
record  date,  there were  6,246,750  common  and  preferred  shares  issued and
outstanding.  The  following  are the  results  of the vote of the  stockholders
present and entitled to vote:

o             With respect to the approval of our  certificate of  incorporation
              to change the corporate name, of the 5,766,410  shares entitled to
              vote at the meeting,  5,697,880  voted in favor of this  proposal,
              63,868  voted  against this  proposal,  and 4,662  abstained  from
              voting.

o             With respect to the approval of an increase in the voting power of
              the  preferred  stock and certain  issuances  of common  stock and
              warrants, of the 5,766,410 shares entitled to vote at the meeting,
              3,488,748  shares voted in favor of this  proposal,  314,342 voted
              against this proposal and 11,470 abstained from voting.

                                       19

<PAGE>

                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our  common  stock is traded on the  Nasdaq  SmallCap  under the symbol
"GCAP" (previously,  the symbol was "EAST").  The following table sets forth the
reported high and low bid  quotations on a fiscal year basis of the 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.
<TABLE>
<CAPTION>

                                                                           COMMON STOCK

                                                             -----------------------------------------
                                                                    HIGH                  LOW

                                                             -------------------- --------------------
<S>            <C>                                              <C>                    <C>

                FISCAL 1998

                First Quarter                                       $10.5000             $4.0000
                Second Quarter                                      $14.0000             $4.0000
                Third Quarter                                      $  5.7500             $2.0313
                Fourth Quarter                                      $13.0000             $3.7500

                FISCAL 1999

                First Quarter                                      $  9.3750             $3.5630
                Second Quarter                                     $  4.7500             $2.3440
                Third Quarter                                      $  6.3440             $1.9380
                Fourth Quarter                                      $11.8750             $3.8130

                FISCAL 2000

                First Quarter (through June 28, 2000)              $  7.9690             $3.3130
</TABLE>

         On June 28,  2000,  the  closing  bid  price  for our  common  stock as
reported on the Nasdaq SmallCap was $7.0625 per share. On that date,  there were
approximately 70 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.

         In connection with our February 1998 acquisition of Cohig & Associates,
Inc., we issued 445,000  shares of our common stock to the selling  corporation,
Cherry Creek Investments, Ltd. During the five days before the effective date of
the  acquisition,  the average  closing price of our common stock was $9.375 per
share for our fully registered and unrestricted shares. Due to the nature of the

                                       20
<PAGE>



restricted  shares,  the relatively large block of shares  transferred and other
various  restrictive  covenants  regarding the final allocation of these shares,
our Board of Directors  assigned a value of $5.00 per share for a total value of
$2,225,000 to this transaction.

         Also in connection with the acquisition of Cohig & Associates, Inc., we
incurred an  obligation  to deliver  25,000  shares of common  stock to The J.B.
Sutton Group, LLC as an investment banking advisory fee. To maintain consistency
with the assigned valuation on the acquisition,  our Board of Directors assigned
a value of $5.00 per share for a total value of $125,000 to this transaction.

         On  November  25,  1998,  we sold 10 newly  issued  units in a  private
placement consisting in the aggregate of $1,100,000 in 7% Convertible Debentures
and Class C Common Stock Purchase  Warrants to purchase 125,000 shares of common
stock. The 7% Convertible  Debentures were redeemed in March 1999 from a portion
of the  proceeds of the  offering  related to our  issuance in March 1999 of 10%
Convertible Promissory Notes.

         In January 1999, we sold 125,000  restricted shares of our common stock
in a private placement to a private investor for $4.00 per share. We also issued
7,500 shares of its common stock to a broker of EBI  Securities  Corporation  as
compensation for services rendered in connection with this transaction.

         In March 1999, we issued 10% Convertible  Promissory Notes, due in 2003
in an aggregate principal amount of $1,350,000.  Holders of these notes have the
right to convert them into shares of common stock at a conversion price of $5.75
per share.  A portion of the proceeds  received for the notes was used to redeem
the 7% Convertible Debentures.

         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 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.

         In May 1999, we issued 5% Convertible Debentures, due 2002 in aggregate
principal  amount of $2,000,000.  Holders of these  debentures have the right to
convert them into shares of common stock at the lesser of $5.50 per share or 90%
of the average of the three  lowest  closing bid prices for the 20 trading  days
ending five days before the date of delivery to us of a notice of conversion.  A
portion of the proceeds of the debentures was used to expand our operations.

         On November 9, 1999,  in order to  partially  fund our  acquisition  of
Global Capital  Markets,  LLC, we entered into a stock  purchase  agreement with
Belle Holdings,  Inc., a Nevada  corporation of which Martin A. Sumichrast,  our
chairman,  chief executive officer and president, is sole stockholder,  director
and officer,  pursuant to which Belle Holdings,  Inc. purchased 1,000,000 shares
of our 10%  Convertible  Preferred  Stock,  Series  A, for  $2.00  per share and
received an option to purchase up to an  additional  1,000,000  of such  shares.
Belle  Holdings,  Inc. also bought a warrant to purchase up to 700,000 shares of
our common stock at an exercise  price of $2.85 per share in exchange for a note
in an  aggregate  amount  equal to $0.15 per share.  In January  and March 2000,
Belle  Holdings,  Inc.  exercised its option with us and purchased an additional
100,000 and 900,000 shares, respectively, of such preferred stock.

         Also on November 9, 1999, Corona Corp., Nevada  corporation,  purchased
from Belle Holdings,  Inc. a $2 million note, due December 31, 1999, convertible
into shares of our 10%  Convertible  Preferred  Stock,  Series A at a conversion
ratio of .35 shares per $1.00, and an option to purchase

                                       21
<PAGE>


additional  notes of up to $2 million more, each such additional note having the
same terms and  conditions as the note issued on November 9, 1999.  Corona Corp.
also bought from Belle Holdings, Inc. a warrant to purchase up to 490,000 shares
of our common stock at $2.85 per share. In January and March 2000,  Corona Corp.
exercised  its option with Belle  Holdings,  Inc. and  purchased  an  additional
$200,000 note and $1,800,000 note,  respectively.  Belle Holdings, Inc. used the
proceeds of these notes to purchase the preferred stock and warrants from us.

         Although at the time of these transactions, each share of the preferred
stock was entitled to one vote on all matters  submitted to the stockholders for
approval,  Corona Corp.  negotiated as a condition precedent to its transactions
with Belle  Holdings,  Inc.  that we seek  stockholder  approval to increase the
voting power of the preferred stock from one to four votes per share in order to
more fully align the interests of our management with those of our stockholders.
Subsequent  to  stockholder  approval of such  increased  voting  power,  NASDAQ
informed  us that its  listing  guidelines  proscribe  empowering  any  class of
security with a higher  voting right than any other class.  NASDAQ also informed
us that pursuant to certain other listing requirements,  the initial $2.00 price
per share that we received for our  preferred  stock must be adjusted to $2.0625
per  share,  the  closing  price  on  November  8,  1999  of our  common  stock.
Accordingly, on January 31, 2000, we negotiated the required modification of the
preferred stock purchase price as well as the  acceleration of the conversion of
all issued and outstanding shares of our preferred stock and the exercise of all
of the $2.85 warrants purchased by Belle Holdings, Inc.

         In consideration of these changes, we sold to Belle Holdings,  Inc., in
exchange  for an 8% note,  due July 1,  2001 in  aggregate  principal  amount of
$375,000,  Class D Warrants to purchase up to 1,500,000  shares of our preferred
stock at a price of $5.50 per share,  exercisable beginning on the maturity date
of such note and  expiring  December 31, 2005.  Holders of these  warrants  have
certain  anti-dilution  protections  and are entitled to piggyback  registration
after such maturity date.

         On November 22, 1999, the Company  acquired 100 percent and 55 percent,
respectively,  of the then issued and  outstanding  LLC membership  interests of
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
respective 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
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 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 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 2003, in the principal amount of
$1,350,000  plus accrued  interest.  (See Note 6 to the  Consolidated  Financial
Statements included in this annual report on page 48.)

         In March,  2000,  options to purchase  10,000 shares of Common Stock at
$4.50 were exercised.

         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.

                                       22
<PAGE>

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS

         In addition to the background and general  overview of our business and
operations  described in this report under the heading "Description of Business"
beginning  on page 3, the  following  sections,  "-- United  States  Operations"
beginning  on this page 23, and  "-European  Operations"  beginning  on page 27,
provide  a  more  detailed   description  of  certain  of  our  operations  both
domestically and abroad.

         UNITED STATES OPERATIONS

                  EBI SECURITIES CORPORATION

         EBI Securities  Corporation  operates 16 retail brokerage offices in 15
cities across the United States. These offices include 6 company-owned branches,
and 10 franchise branches employing over 250 people. EBI Securities  Corporation
is a registered  broker-dealer with the SEC and is licensed in 50 states and the
District  of  Columbia.  It is also a  member  of the  NASD  and the  Securities
Investor Protection Corporation ("SIPC").  Customer accounts are insured to $100
million under the SIPC excess  insurance  program.  EBI  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. Since
its inception,  EBI Securities  Corporation has participated in the underwriting
and/or  co-underwriting of over $500 million in initial and secondary equity and
debt offerings for over 50 public U.S. companies.

         EBI  Securities  Corporation  maintains its clearing  arrangement  with
Fiserv Correspondent Services, Inc., a subsidiary of Fiserv, Inc. (NASDAQ:FISV).
Fiserv  Correspondent  Services,  Inc. provides EBI Securities  Corporation 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 EBI  Securities  Corporation  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.

         EBI Securities  Corporation operates primarily as a full-service retail
brokerage firm focusing on individual investors.  It additionally  maintains and
conducts corporate finance,  proprietary  research and trading  activities.  EBI
Securities  Corporation  provides  its  brokerage  clients with a broad range of
traditional  investment products and services.  EBI Securities  Corporation also
strives to establish itself with investors and corporate finance clients through
its  commitment  to  a  professional  but  personalized   service.  Its  trading
department  makes  markets in  approximately  100  securities  which include its
investment banking clients and those securities that our research department has
identified  as  promising,  small  to  middle-market,  potentially  high  growth
companies. 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  our  corporate  finance  clients to  capitalize  on  promising  business
opportunities,   favorable   market   conditions   and/or  late  stage   product
development.  EBI  Securities  Corporation  is also active in the public finance
area with offerings of public and private debt securities. This activity is also
complemented by a bond trading department that focuses on government,  municipal
and corporate debt obligations.

         EBI Securities  Corporation is actively reorganizing itself in order to
create additional revenue  opportunities and cost savings.  The potential result
is  increased  internal  growth,   which  complements  external  growth  through
acquisitions. Several initiatives that EBI Securities Corporation has undertaken
follow:

                                       23
<PAGE>

         1. FIXED INCOME.  In December 1998, EBI Securities  Corporation 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  profit  center to the retail,  corporate
finance and equity  trading  divisions and also has created  synergies  with the
other  departments.  As EBI Securities  Corporation 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 EBI Securities
Corporation  corporate  finance  to  capture  business  that would not have been
previously available.

         2. ASSET  ALLOCATION.  EBI  Securities  Corporation  has  developed  an
in-house  asset  allocation  program to  augment  the  efforts of our  financial
consultants.  This in-house  system was developed  utilizing  industry  software
which,  along with additional  marketing  materials,  is customized for our 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.  We
concur  with  this  notion,  and  as  a  result,  are  educating  our  financial
consultants to utilize the program.  The results have been very favorable and we
have found this approach to be an effective tool for gathering more assets.  EBI
Securities  Corporation  believes  that the new  communication  systems that are
being implemented and which will be available at the desk top level will enhance
our financial consultant's ability to utilize the asset allocation model.

         3.  MANAGED  MONEY.  In  keeping  with the  changes  in the  securities
industry,   EBI  Securities  Corporation  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 EBI Securities  Corporation and its applicable business partners.
EBI Securities Corporation intends to hire additional financial consultants with
managed  money  experience  in addition to actively  re-educating  our  existing
financial consultants.

         4. RETAIL EXPANSION.  Currently, EBI Securities Corporation is focusing
on filling its existing offices in order to improve efficiencies. EBI Securities
Corporation  also  believes  that  expansion  of our retail  brokerage  services
through additional offices will be most effective if it occurs in and around the
corporate headquarters in Denver,  Colorado. EBI Securities Corporation believes
that  through  the  creation of a more  visible  presence  around the  corporate
headquarters  will enhance our efforts in several ways.  Locations  conveniently
located in relation to the corporate offices are more effectively managed from a
corporate perspective. In addition, economies of scale are available in terms of
concentrated  marketing and greater overall exposure in the community.  This may
serve to enhance the  recognition  of EBI  Securities  Corporation  as a serious
participant in the markets we serve.

                                       24
<PAGE>

        GLOBAL CAPITAL MARKETS, LLC (FORMERLY, THE JB SUTTON GROUP, LLC)

         Global Capital  Markets,  LLC operates from a single location with over
80 financial consultants.  Similar to EBI Securities Corporation, Global Capital
Markets,  LLC  operates  primarily  as  a  retail  brokerage  firm  focusing  on
individual  investors.  In addition,  Global Capital  Markets,  LLC augments its
product offerings through its corporate finance and trading  activities.  Global
Capital  Markets,  LLC  provides  its  retail  clients  with a  broad  range  of
traditional and progressive investment products and services.

         Global Capital Markets,  LLC is a registered broker dealer with the SEC
and a member of the NASD and the SIPC.  Global  Capital  Markets,  LLC  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 maintains  dual  arrangements  with CIBC
Oppenheimer,  a  division  of CIBC World  Markets  Corp.,  and Penson  Financial
Services Inc., a division of Service Asset Management Company.  CIBC Oppenheimer
provides  Global  Capital  Markets,  LLC 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  Markets,  LLC 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.  Service Asset Management Company provides similar services
as CIBC Oppenheimer,  but it is utilized by Global Capital Markets,  LLC for the
online customer accounts using the Sutton Online, Inc. trading system.

                  SUTTON ONLINE INC. (FORMERLY, SUTTON ONLINE, LLC)

         Since our November 1999  acquisition  of Sutton  Online,  Inc.,  Sutton
Online,  Inc.  has  focused its efforts on hiring key  personnel,  building  its
infrastructure,  and establishing strategic alliances. It has also expanding its
product offerings which has served to increase the volume of its business.

         In January  2000,  Sutton  Online,  Inc.  signed an agreement  with ECN
Access  Europe,  S.A. to provide our trading  platform to its  customers for the
purpose of routing  trades in U.S.  stocks by European  institutional  investors
through our system.  Due to  regulatory  requirements  and a delay in the direct
digital order routing  system  implemented by ECN Access  Europe,  S.A.,  Sutton
Online,  Inc. has been unable to route trades via its data center in Madrid. ECN
Access Europe,  S.A. expects to have these issues resolved in the short term. We
anticipate that ECN Access may become one of our larger clients.

         In January 2000,  Sutton Online,  Inc.  signed an agreement with Newman
Ladd Capital,  a New York  brokerage  firm, to provide our Direct Access Trading
software and trade routing to Newman Ladd Capital's  clients.  While Newman Ladd
Capital awaits the necessary  regulatory  approval for its online broker dealer,
it has not yet marketed our Sonic 2000 trading  platform to their internet based
clients.  To date, it has only been  utilizing our solutions for their  in-house
trading desk. Once Newman Ladd Capital  establishes its second broker dealer, we
are optimistic that it will actively  market our Direct Access Trading  software
and which may add considerable online trading revenue.

         In February 2000, Sutton Online,  Inc.  announced a joint marketing and
order flow agreements with Xcaliburtrading.com.  The relationship with Excalibur
Trading was formed in order for Sutton Online,  Inc. to offer a state-of-the-art
virtual training platform to our subscribers. Xcaliburtrading.com's compensation
under these  arrangements  is  contingent  on the volume of trades  generated by
their clients.

         In March 2000,  Sutton  Online,  Inc.  signed an  agreement  with Shark
Fisher,  Ltd.,  a  brokerage  and  financial  consulting  firm  based in Zurich,

                                       25
<PAGE>


Switzerland,  whereby Shark Fisher,  Ltd. will  exclusively  utilize our trading
platform and order-routing  service bureau to facilitate European trades in U.S.
stocks.  Shark Fisher, Ltd. is currently expanding its banking  relationships to
offer its clients greater flexibility to trade online.

         In April  2000,  Sutton  Online,  Inc.  formed  MPD  Trading in a joint
venture arrangement with Mack Arnette.  Sutton Online, Inc. and Mr. Arnette have
agreed that Sutton Online,  Inc. will purchase Mr. Arnette's  ownership interest
in MPD Trading and that Mr.  Arnette  will then become Vice  President of Retail
Development  for Sutton  Online,  Inc. Mr. Arnette is one of the pioneers of the
day-trading  industry and is the former  president and co-founder of Executioner
LLC, a Real Tick III trading platform vendor.

         In May 2000,  Paul Mougel joined Sutton Online,  Inc. as Vice President
of  Broker-Dealer  Sales.  Mr. Mougel has served as Vice  President for sales at
Tradecast Ltd., a software company  specializing in the development of financial
trading systems.

         In May 2000,  Richard W. Joyce agreed to join the board of directors of
Sutton  Online,  Inc.  Mr.  Joyce is a  London-based  senior vice  president  of
worldwide  sales at 3Com Corp.,  a  broad-based  global  supplier of  networking
systems  and  services.   Previously,  he  was  president  of  3Com  Europe  and
Asia/Pacific  Rim.  Joyce  joined 3Com UK in 1987 as manager  for the  workgroup
systems  division,   became  president  of  3Com  Europe  in  1990  and  assumed
responsibility  for Asia/Pacific  Rim sales in 1993.  Before joining 3Com, Joyce
held a variety of management positions at Cambridge International Trading Corp.,
Esso Petroleum and RRL Electronics.

         In June 2000, Sutton Online, Inc. signed a letter of intent with Brazil
Securities SA, an investment and financial services company based in Montevideo,
Uruguay,  to provide our online trading  services on an exclusive basis to their
clients.  We are currently in the process of  finalizing  our  arrangement  with
them. We anticipate that they will begin processing accounts through our systems
as early as July 1, 2000.  Sutton  Online,  Inc.  and Brazil  Securities  SA are
developing a Portuguese version of the Sutton Online,  Inc.'s website,  and will
utilize  existing  quote and order  routing  system to access the  BOVESPA.  The
completion will enable clients using our system to trade securities on the South
American markets.

         We feel that our expanded  products and services  will greatly  enhance
our  ability to  significantly  increase  our overall  volume of trades.  Sutton
Online,  Inc.  has two  principal  products,  SONIC  2000 and Web Based  Trading
application.  SONIC 2000 is its flagship  product,  which provides the user with
dynamic  quotations on the NYSE,  AMEX,  and NASDAQ  combined with instant trade
routing to market makers and electronic  communication  networks.  Our Web Based
Trading  system is an entry-level  platform for the amateur online trader.  Over
the last several months, we have added an array of products to meet the needs of
both  retail and  broker-dealer  clients.  Sutton  Online,  Inc.  now offers the
following direct access software: SONIC 2000, RealTick III, The Terminator,  The
EZ Daytrader,  and the JTerminator.  RealTick III is the industry's most popular
trading platform,  while The Terminator  contains some of the fastest technology
on the market.  Each product  targets a specific  demographic  profile,  and has
unique operating  characteristics.  Sutton Online, Inc. is currently testing two
proprietary filtering devices, The LiveWire Advisor and The Market Sweeper. Both
of these  products  contain  next-generation  technology and have the ability to
provide both visual and audio alerts.

                  MONEYZONE.COM (FORMERLY, EBONLINEINC.COM)

         During  1999,  MoneyZone.com's  activities  have been  directed  toward
securing  financing and developing,  implementing and marketing an Internet site
designed  to  facilitate  mergers,  acquisitions  and the  funding of  corporate

                                       26
<PAGE>

finance activities. In October 1999, MoneyZone.com completed its initial private
placement of $2,200,000.  Since January 2000,  MoneyZone.com has concentrated on
developing and expanding its business.

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

         MoneyZone.com's   plan  of  operation  for  the  next  year   includes:
increasing  its  network  of  commercial  lenders  and  equity  funding  sources
throughout the United States and Europe;  developing improved  functionality for
the lending and equity  funding  sections  so that  funding  seekers and funding
sources may monitor transactions  continuously in real time; licensing MoneyZone
Capital  Corporation  registered  as a  broker-dealer  to enable  it to  collect
investment  banking and advisory fees;  enrolling  corporate finance  affiliates
throughout  the  United  States  and  Europe  to  assist  in   aggregating   and
facilitating  corporate  finance  transactions;   sponsoring  MoneyZone  Capital
Partners  Fund I LLP to invest in  business-to-business  Internet  companies and
early-stage   information   technology  and  information   services   companies;
co-investing  with  established   venture  capital  and  investment  firms;  and
retaining additional corporate finance  professionals to expand its capabilities
in facilitating commercial loan and investment banking transactions.

         EUROPEAN OPERATIONS

                  AUSTRIA

         During  1999,  we operated  two  subsidiaries  in Austria,  Eastbrokers
Beteiligungs AG, a holding  company,  and WMP Bank AG, an Austrian broker dealer
and a subsidiary of Eastbrokers  Beteiligungs  AG.  Throughout most of 1999, WMP
Bank AG generated revenues primarily from its specialist  function on the Vienna
Stock  Exchange.  In  November  1999,  the  trading  systems  changed to a fully
electronic  trading  system  which  resulted  in a loss of  revenues  from  this
activity.  WMP has signed distribution contracts with several important national
and  international  fund  management  companies  (Fleming,   Mercury,   Pioneer,
Templeton)  and has  employed  15  distribution  partners  to sell  these  funds
throughout Austria.

                  POLAND

         During 1999, we operated  Global Capital  Partners  Poland SA (formerly
Eastbrokers  WDM Poland),  a Polish  broker-dealer  and specialist on the Warsaw
Stock Exchange.  Global Capital  Partners Poland SA generated  revenue from five
main sources:  commissions  from retail  clients;  investment  banking fees from
initial  public  offerings;  sponsorship  fees  on the  Warsaw  Stock  Exchange;
principal trading fees; and specialist fees.

         With Poland's targeted membership in the European Community, the market
has  begun  to  open  very  rapidly  to  domestic  and  foreign  investors.  New
regulations  came into  effect for the  securities  industry  in of March  1999,
necessitating  a  capital  increase  of  approximately  $260,000  USD  which  we
provided.  Management  used these  funds to  restructure  operations,  to reduce
overhead,  and expand its  client  base.  They also  modified  the  compensation
structure  to an  incentive-based  model and  renegotiated  the lease  office to
achieve  a  thirty-five  percent  reduction  in costs  over the prior  year.  We
replaced  the  existing  sales  team  with  a  new  sales  team  subject  to  an
incentive-based  compensation structure. This strategy has proven successful and
our client  base in Poland has grown  significantly.  Last year  Global  Capital

                                       27
<PAGE>

Partners  Poland SA completed an initial public  offering of common stock for an
established  tobacco company.  The restructuring  process has also benefited the
organization by allowing management to concentrate on new business opportunities
such as online-brokerage.

                  SLOVENIA

         During 1999, we operated  Global Capital  Partners  Slovenia  (formerly
Eastbrokers  Ljubljana).  In  fiscal  1999,  Global  Capital  Partners  Slovenia
improved  its  financial  position  and  increased  its annual  turnover  on the
Ljubljana Stock Exchange by 136 percent and its assets under  administration  by
150  percent to 3.7  billion SIT  (approximately  $18.6  million USD at the then
current  exchange  rates).  Our  business  strategy is to increase the number of
clients  we serve and to  increase  the amount of assets  per each  client.  The
client base remains diversified between corporate and private clients.

         During 1999, Global Capital Partners Slovenia initiated a discretionary
portfolio  management  service  as a new  product.  We expect  to  significantly
increase our assets under management by the end of the year 2000. Pension reform
legislation  was passed on December 12, 1999,  although  pension fund  companies
have been slow in forming and becoming major players in the local market.

         Prospects for 2000 include  expanding client money under  discretionary
management, utilizing new information and internet technologies, founding a fund
management  company,  creating  the first of two  mutual  funds and  building  a
network of independent agents to complement our existing operations.

                  CZECH REPUBLIC

         During  1999,  we held a minority  interest in Stratego  Invest a.s., a
Czech  investment  banking and brokerage firm.  Stratego Invest a.s. derives the
majority of its revenue from traditional  financial  services such as investment
banking fees,  commission revenues,  and trading profits.  During 1999, Stratego
Invest a.s.  experienced growth in trading volumes,  particularly in the trading
of non-Czech  securities.  Stratego  Invest a.s. is working with Sutton  Online,
Inc. to utilize our trading software for the execution of orders on the U.S. and
other European exchanges.

         Central and Eastern  Europe's  ultimate  unification  into the European
Economic and  Monetary  Union is expected to lead to a  significant  increase in
investor  interest in the region.  This potential  increase in investor interest
will benefit those firms that have had existing  operations and relationships in
the region. We believe that through entering into multiple  fee-based  franchise
agreements with operations in Poland,  the Czech Republic and Slovenia,  we will
maintain a presence in these markets while reducing management costs and overall
risk exposure.

                  DISPOSITION OF CERTAIN EUROPEAN HOLDINGS

         See   "Description  of  Business  --  Acquisitions   and   Dispositions
Subsequent  to  Fiscal  Year  End"  on  page 6 and  Note  2 to the  Consolidated
Financial  Statements included in this annual report on page 44 for a discussion
of our sale of certain European holdings.

         RESULTS OF OPERATIONS

         See Note 1 of the Notes to  Consolidated  Financial  Statements for the
year  ended  March  31,  1999 on  page 41 for an  explanation  of the  basis  of
presentation of the financial statements.

         For the year ended March 31, 2000, we generated  consolidated  revenues
in the amount of $45,908,000,  compared to $16,236,000, for the year ended March
31, 1999. Total revenues were significantly higher than the previous year due to
our acquisition of Global Capital Markets,  LLC and the overall increase in U.S.
market activity demonstrated by the record levels achieved by the major U.S.
market indices.

                                       28
<PAGE>

         We incurred total consolidated  costs and expenses of $42,553,000,  for
the year ended March 31, 2000, compared to $21,401,000, for the year ended March
31,  1999.  Total  costs and  expenses  for the year ended March 31,  2000,  are
significantly  higher than the previous  year due to our  acquisition  of Global
Capital Markets and the variable costs such as compensation, brokerage, clearing
and exchange fees which  fluctuate  based on the overall volume of  transactions
handled by our firm.

         Our profit before  provision for income taxes and minority  interest in
earnings of  subsidiaries  was  $3,355,000  for the year ended  March 31,  2000,
compared to a loss of $5,165,000, for year ended March 31, 1999. Our benefit for
income taxes is attributable to the realization of net operating losses incurred
in a prior year being utilized to offset current year's net operating  income in
the U.S.  The  minority  interest in earnings of  subsidiaries  for the year are
attributed  primarily to our acquisition of Sutton Online, Inc. and the carrying
value of one of our subsidiaries.

         We  reported   consolidated   income  from  continuing   operations  of
$4,633,000,  for the year ended March 31, 2000,  compared to a consolidated loss
from continuing  operations of $5,184,000 for the year ended March 31, 1999. The
majority of our financial consultants specialize in the area of over-the-counter
equity  securities.  A strong  economy,  low  inflation,  and low interest rates
provided the necessary  conditions for a year of increased investor activity and
confidence,  record  trading  volumes and rising  stock  prices in the  domestic
equity  markets.  The  combination of these factors  contributed to the dramatic
shift in our consolidated income from continuing operations. Further, due to the
positive response  achieved by  MoneyZone.com,  we realized a gain of $3,350,000
upon our sale of a portion of our investment in  MoneyZone.com.  We acquired all
of our shares of MoneyZone.com  common stock at once in July 1999 when we merged
our   subsidiary,   EBonlineinc.com,   Inc.,   a  Delaware   corporation,   into
MoneyZone.com.  This is in comparison to 1999, where approximately $1,336,000 of
the  loss  was  from  our  retail  division  and  approximately  $2,650,000  was
attributable to trading losses incurred during August and September 1998.

         For the year ended March 31, 1999, our operations  were impacted by the
global financial  crisis that occurred during the summer of 1998.  Specifically,
during  this period our  European  operations,  which are shown as  discontinued
operations,  experienced  a slowdown in its  commission,  trading and  corporate
finance business. Further, our European operations incurred costs related to the
reduction of the workforce in several of its European offices.  In the U.S., EBI
Securities  Corporation  incurred higher than expected costs associated with the
expansion of its operations in New York,  California and Colorado.  In addition,
EBI  Securities  Corporation  experienced  a  continued  slowdown  in its  gross
commission  revenue from August 1998 through October 1998.  However,  revenue at
EBI Securities Corporation increased  significantly in November 1998 through the
end of March,  1999. We also  continued to incur higher than expected  legal and
consulting  fees  through  October,  mainly  due to  costs  associated  with the
completion  of its audit for the fiscal  year ended  March 31,  1998,  which was
completed on October 30, 1998.

         On March 31,  2000,  we had  total  assets  of  $47,579,000,  and total
liabilities  of   $10,372,000,   compared  to   $26,187,000,   and   $7,427,000,
respectively,  on March 31, 1999. We believe that we have adequate  liquidity to
meet our  current  obligations.  However,  no  assurances  can be made as to our
ability to meet our cash  requirements  in connection  with any expansion of our
operations or any possible business combinations.  The cash flows for year ended
March 31, 2000,  reflect the volatile nature of the securities  industry and the
reallocation of our assets indicative of a growing organization.

         On November 25, 1998, in order to increase working capital,  we sold 10
newly  issued  units in a  private  placement  consisting  in the  aggregate  of
$1,100,000  in 7%  Convertible  Debentures  and  125,000  Class C  Common  Stock
Purchase Warrants.  The convertible debentures were redeemable at our discretion

                                       29
<PAGE>

on or before March 24, 1999 at 115 percent of the aggregate price or $1,265,000.
In March 1999, we redeemed the debentures in full and paid an additional  14,000
shares of common stock as  consideration  for the outstanding  accrued  interest
through the date of redemption.

         In January 1999, we sold 125,000  restricted shares of its common stock
in a private  placement  to a private  investor  for $4.00 per share and  issued
7,500  shares of common  stock to a broker at EBI  Securities  Corporation  as a
placement fee in connection with this transaction.

         In March 1999, we issued 10% convertible  promissory  notes due in 2003
in an aggregate  principal amount of $1,350,000.  Holders of these notes had the
right to convert them into shares of common stock at $5.75 per share.  A portion
of the proceeds of these notes was used to redeem the 7% convertible debentures.
These notes were redeemed in February 2000.

         In May  1999,  we issued 5%  convertible  debentures  due in 2002 in an
aggregate  principal amount of $2,000,000.  Holders of these debentures have the
right to  convert  them into  shares of common  stock at the lesser of $5.50 per
share or 90% of the  average of the three  lowest  closing bid prices for the 20
trading days ending five days before the date of delivery to us of the notice of
conversion.  A portion of the proceeds of the debentures  will be used to expand
our  operations.  These  debentures  were converted into common stock in January
2000.

         As  a  broker-dealer,   we  will  periodically   acquire  positions  in
securities  on  behalf  of our  clients.  Certain  of these  investments  may be
characterized   as  relatively   illiquid  and  potentially   subject  to  rapid
fluctuations in liquidity.

         Our  earnings  are  subject to wide  fluctuations  since there are many
factors  over which we have little or no  control.  In  particular,  the overall
volume of trading,  the  volatility  and  general  level of market  prices,  and
fluctuations in foreign  currency  exchange rates are important  variables which
may significantly affect our operations.

         CALCULATION OF EARNINGS PER SHARE

         The  calculation  of  earnings  per share on the  financial  statements
included  in this  report  is based on the  weighted  average  number  of shares
outstanding, as calculated.

         VIABILITY OF OPERATING RESULTS

         We, like many other securities  firms, are directly affected by general
economic  conditions and market conditions,  changes in levels of interest rate,
and demand for our  investment  and merchant  banking  services in the countries
where our primary operations are located.

         All of these  factors  have an impact  on our net gain from  securities
transactions,  underwriting,  and  commissions  revenues.  In periods of reduced
market activity,  profitability is adversely  affected because certain expenses,
consisting primarily of non-officer  compensation and benefits,  communications,
occupancy, and general and administrative expenses remain relatively constant.

         LIQUIDITY AND CAPITAL RESOURCES

         Our  statements  of  financial  condition  reflect  a liquid  financial
position of cash and cash equivalents convertible to cash representing 5 percent
and 3  percent  of  total  assets  at  March  31,  2000,  and  March  31,  1999,
respectively.

                                       30
<PAGE>

         We are subject to net capital and liquidity  requirements.  As of March
31, 2000 and 1999,  we were in excess of its  minimum net capital and  liquidity
requirements.

         We finance our  operations  primarily  with existing  capital and funds
generated from our diversified operations and financing activities.

         In the opinion of our  management,  our existing  capital and cash flow
from operations will be adequate to meet our capital needs for at least the next
12 months in light of currently known and reasonably  estimable  trends.  We are
currently  exploring  our  options  with  regards to  additional  debt or equity
financing  and there  can be no  assurance  such  financing  will be  available.
However,  we recognize that with increased liquidity we may be better positioned
to take advantage of potential  opportunities  in the markets where we maintains
our  operations.  No  assurances  can be made as to our ability to meet our cash
requirements subsequent to any further business combinations.

         NEW ACCOUNTING STANDARDS

         In February 1997,  the Financial  Accounting  Standards  Board ("FASB")
issued  Statement of Financial  Accounting  Standards  ("SFAS") No. 128. The new
standard  replaces  primary and fully diluted  earnings per share with basic and
diluted  earnings per share.  We adopted SFAS No. 128 beginning with the interim
reporting period ended December 31, 1997. The adoption did not affect previously
reported earnings per share amounts.

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income."  This  statement  established  standards  for  reporting and display of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in a full set of general-purpose financial statements. We adopted this statement
beginning with the fiscal year ended March 31, 1999.

         In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related  Information." This statement established standards
for the way that public business  enterprises report information about operating
segments in annual  financial  statements and requires that  enterprises  report
selected  information  about  operating  segments in interim  financial  reports
issued to  stockholders.  We adopted  this  statement  for the fiscal year ended
March 31, 1999. We have restated the comparative information for earlier years.

         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.  SFAS No.
133 is effective for fiscal years  beginning after June 15, 1999. This statement
has had no impact on us.

                                       31
<PAGE>


         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 Form  10-KSB 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
10-KSB.
<TABLE>
<CAPTION>

                                                                               March 31,           March 31,
                                                                                 2000                1999
                                                                               ---------           ---------
   <S>                                                                   <C>                  <C>

     Balance Sheet Data:

       Assets                                                               $     47,579        $     26,187
       Liabilities                                                                10,372               7,427
       Minority interest in consolidated subsidiaries                                (57)                (97)
       Stockholders' equity                                                       37,264              18,857

     Statement of Operations Data:

     Revenues

       Operating revenues, net                                              $     43,115        $     14,266
       INTEREST, DIVIDENDS & OTHER REVENUES                                        2,793               1,970
                                                                            -------------       -------------
                                                                                  45,908              16,236

     Expenses

       Operating expenses                                                         42,553              21,401

       Income (loss) from continuing operations                                    4,633              (5,184)

       Loss from discontinued operations                                            (914)               (728)

       Net income (loss)                                                           3,719              (5,912)

       Income (loss) from continuing operations per share

           Basic                                                            $       0.76        $      (1.08)
           Diluted                                                          $       0.73        $      (1.08)

       Loss from discontinued operations per share

           Basic                                                            $      (0.15)       $      (0.15)
           Diluted                                                          $      (0.14)       $      (0.15)

       Net income (loss) per share

           Basic                                                            $       0.61        $      (1.23)
           Diluted                                                          $       0.59        $      (1.23)

</TABLE>
                                       32

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

    Historical Financial Statements

       Independent Auditor's Report......................................  34
       Consolidated Statements of Financial Condition....................  35
       Consolidated Statements of Operations.............................  36
       Consolidated Statements of Changes in Shareholders' Equity........  38
       Consolidated Statements of Cash Flows.............................  39
       Notes to Consolidated Financial Statements........................  41








                                       33
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 1999 AND 1998



                          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, 2000 and 1999,
and the related  consolidated  statements of operations,  comprehensive  income,
changes in shareholders'  equity, 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  generally   accepted  auditing
standards. 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, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

                                                 /s/ Spicer, Jeffries & Co.

                                                     SPICER, JEFFRIES & CO.

Denver, Colorado
June 29, 2000

                                       34
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                                   MARCH 31,           MARCH 31,
                                                                                      2000               1999
                                                                                 ---------------    ----------------
                                                                                                     (As Restated)
<S>                                                                             <C>               <C>

ASSETS

     Cash and cash equivalents                                                   $    2,284         $    712
     Receivables

         Broker dealers                                                               7,531              2,143
                                                                                                         4,404,2143
                                                                                                         608
         Other                                                                        1,015              1,138
     Securities owned, at value                                                       9,310              2,973
     Furniture and equipment, at cost (net of accumulated depreciation
         and amortization of $661 and $278, respectively)

                                                                                      1,123              1,061
     Deferred taxes                                                                   1,310                  -
     Goodwill, net                                                                    3,446              726
       Net assets of discontinued operations                                          21,013             16,291
     Other assets and deferred amounts                                                547                1,143
                                                                                 ---------------    ----------------
         Total Assets                                                            $    47,579        $    26,187
                                                                                 ===============    ================


LIABILITIES AND SHAREHOLDERS' EQUITY

     Short-term borrowings                                                       $         380      $           -
     Compensation, benefits, and related taxes                                           5,106              1,211
     Securities sold not yet purchased, at value                                           238                943
     Accounts payable and accrued expenses                                               1,545                809
     Other liabilities and deferred amounts                                                603                714
                                                                                 ---------------      --------------
                                                                                         7,872              3,677

     Long-term borrowings                                                                2,500              3,750
                                                                                 ---------------    ----------------
         Total liabilities                                                              10,372              7,427
                                                                                 ---------------    ----------------
     Minority interest in consolidated subsidiaries                                        (57)               (97)
                                                                                 ---------------    ----------------
     Commitments and contingencies
     Shareholders' equity

         Preferred stock;  $.01 par  value;  10,000,000  shares  authorized;  no
                   shares  issued and  outstanding  at March 31,  2000 and 1999,
                   respectively

         Common stock;  $.05  par  value;   25,000,000   shares   authorized;
                   10,291,668  and 5,160,250  shares issued and  outstanding  at
                   March 31, 2000 and 1999, respectively

                                                                                                    515                258
         Paid-in capital                                                                         44,519             29,650
         Accumulated deficit                                                                     (6,439)           (10,158)
         Notes receivable - common stock and warrants                                            (1,331)              (893)
                                                                                          ---------------    ----------------
              Total shareholders' equity                                                         37,264             18,857
                                                                                          ---------------    ----------------
              Total Liabilities and Shareholders' Equity                                  $      47,579      $      26,187
                                                                                          ===============    ================
</TABLE>



                 See notes to consolidated financial statements.

                                       35
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                        FOR THE YEARS
                                                                       ENDED MARCH 31,
                                                             -------------------------------------
                                                                  2000                 1999
                                                             ----------------    -----------------
                                                                                  (As Restated)
<S>                                                        <C>                 <C>

Revenues

     Commissions                                             $        29,657     $        12,038
     Investment banking                                                2,958               1,851
     Interest and dividends                                              508                 318
     Principal transactions, net
         Trading                                                       6,137                 429
         Investment                                                    4,363                 (52)
     Other                                                             2,285               1,652
                                                             ----------------    -----------------
              Total revenues                                          45,908              16,236
                                                             ----------------    -----------------
Costs and expenses

     Compensation and benefits                                        30,771              13,119
     Brokerage, clearing, exchange fees and other                      3,284                 922
     General and administrative                                        1,517                 843
     Occupancy                                                         1,807               1,717
     Communications                                                    1,913               1,359
     Consulting fees                                                     482                 765
     Interest                                                            788                 613
     Professional Fees                                                   638                 932
     Travel                                                              335                 561
     Office supplies and expense                                         632                 399
     Depreciation and amortization                                       386                 171
                                                             ----------------    -----------------
         Total costs and expenses                                     42,553              21,401
                                                             ----------------    -----------------
Income (loss) before benefit for income taxes and
     minority interest in earnings of subsidiaries                     3,355              (5,165)
Benefit for income taxes                                               1,310                   -
Minority interest in earnings of subsidiaries                            (32)                (19)
                                                             ----------------    -----------------
         Income (loss) from continuing operations                      4,633              (5,184)
Discontinued operations

     Loss from discontinued operations                                  (914)               (728)
     Gain on sale of discontinued operations                               -                   -
                                                             ----------------    -----------------
         Loss from discontinued operations                              (914)               (728)
                                                             ----------------    -----------------
Net income (loss)                                            $         3,719     $        (5,912)
                                                             ----------------    -----------------
Weighted average number of common shares outstanding

     Basic                                                         6,078,458            4,800,551
                                                             ----------------    -----------------
     Diluted                                                       6,363,481            4,800,551
                                                             ----------------    -----------------
Income (loss) from continuing operations per share

     Basic                                                   $         0.76      $         (1.08)
                                                             ----------------    -----------------
     Diluted                                                 $         0.73      $         (1.08)
                                                             ----------------    -----------------
</TABLE>



                 See notes to consolidated financial statements.
                                       36

<PAGE>


Loss from discontinued operations per share

     Basic                                $       (0.15)      $         (0.15)
                                          ----------------    -----------------
     Diluted                              $       (0.14)      $         (0.15)
                                          ----------------    -----------------
Net income (loss) per share

     Basic                                $         0.61      $         (1.23)
                                          ----------------    -----------------
     Diluted                              $         0.59      $         (1.23)
                                          ----------------    -----------------


























                 See notes to consolidated financial statements.
                                       37

<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999

                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                       PREFERRED STOCK          COMMON STOCK          PAID-IN     ACCUMULATED     NOTES
                                     SHARES    PAR VALUE     SHARES     PAR VALUE     CAPITAL       DEFICIT    RECEIVABLE     TOTAL
                                    ---------- ----------- ----------- ------------ ------------ ------------- ------------ -------
<S>                                 <C>        <C>         <C>         <C>           <C>         <C>          <C>        <C>


Balances at March 31, 1998 (as              -      $    -   4,297,750     $    215    $  25,614   $  (4,246)   $  (313)   $ 21,270
stated)
    Issuance of common stock in

     Cohig & Assoc. acquisition             -           -     470,000           23        2,327            -          -      2,350
    Redemption of note receivable           -           -           -            -            -            -        335        335
    Issuance of common stock
     to officer for note receivable         -           -     200,000           10          690            -      (700)          -
    Issuance of common stock
     to officer for note receivable         -           -      50,000            3          147            -      (150)
    Issuance of common stock in
     private placement                      -           -     125,000            6          464            -          -        470
    Exercise of stock options               -           -      10,000            1           70            -          -         71
    Issuance of common stock
     in compensation for services           -           -       7,500            -           30            -          -         30
    Issuance of warrants in
     connection with debt offerings         -           -           -            -          283            -          -        283
    Issuance of warrants to
     officers for note receivables          -           -           -            -           25            -       (25)          -
    Net loss                                -           -           -            -            -      (5,912)               (5,912)
    Accrued interest on notes               -           -           -            -            -            -       (40)       (40)
     receivable

                                    ---------- ----------- ----------- ------------ ------------ ------------ ---------- ----------
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
    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                              -           -           -            -            -        3,719          -      3,719
    Accrued interest on notes               -           -           -            -            -            -       (63)       (63)
     receivable

                                    ---------- ----------- ----------- ------------ ------------ ------------- ------------ -------
Balances at March 31, 2000                  -      $    -  10,291,668     $    515    $  44,519    $  (6,439)  $ (1,331)   $ 37,264

</TABLE>

                 See notes to consolidated financial statements.

                                       38
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                           FOR THE YEARS ENDED
                                                                                                 MARCH 31,

                                                                                    ------------------------------------
                                                                                          2000               1999
                                                                                    -----------------   ----------------
                                                                                                         (As Restated)
<S>                                                                               <C>                 <C>

Cash flows from operating activities

     Net income (loss) from continuing operations                                   $         4,633     $       (5,184)
     Adjustments to reconcile net income (loss) to net cash provided by
         (used in) operating activities from continuing operations:

              Depreciation and amortization                                                     386                171
              Minority interest in earnings of subsidiaries                                      32                 19
              Abandonment of software costs                                                     169                  -
              Deferred taxes                                                              (   1,310)                 -
              Other                                                                             200                 30
         Changes in operating assets and liabilities

              Cash and securities segregated for regulatory purposes
                  or deposited with regulatory agencies

                                                                                                  -                 50
                Receivables                                                                  (5,111)             1,707
                Securities owned, at value                                                   (4,574)              (460)
                Other assets                                                                    949               (887)
                Compensation, benefits and related taxes                                      3,703               (786)
                Securities sold, not yet purchased                                             (724)            (1,886)
                Accounts payable and accrued expenses                                           192             (1,228)
               Other liabilities                                                             (1,755)               675
                                                                                    -----------------   ----------------
NET CASH (USED IN) OPERATING ACTIVITIES FROM CONTINUING OPERATIONS                           (3,210)            (7,779)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS                                       (5,700)             1,926
                                                                                    -----------------   ----------------
NET CASH (USED IN) OPERATING ACTIVITIES                                                      (8,910)            (5,853)
                                                                                    -----------------   ----------------
Cash flows from investing activities
     Net proceeds from (payments for)

         Net cash acquired on acquisitions                                                        -                970
         Acquisition of subsidiary                                                             (158)                 -
         Capital expenditures                                                                  (199)        (595)
                                                                                    -----------------   ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                            (357)               375
                                                                                    -----------------   ----------------
Cash flows from financing activities
     Net proceeds from (payments for)

         Issuance of preferred stock                                                          3,870                  -
         Issuance of common stock                                                             6,319                500
         Proceeds from borrowings                                                             2,000              3,750
         Repayments of borrowings                                                            (1,350)                 -
                                                                                    -----------------   ----------------
NET CASH PROVIDED BY  FINANCING ACTIVITIES                                                   10,839              4,250
                                                                                    -----------------   ----------------

Increase (decrease) in cash and cash equivalents                                              1,572             (1,228)

Cash and cash equivalents, beginning of year                                                    712              1,940
                                                                                    -----------------   ----------------

Cash and cash equivalents, end of year                                              $         2,284     $          712
                                                                                    =================   ================
</TABLE>


                 See notes to consolidated financial statements.
                                       39
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                            FOR THE YEARS ENDED
                                                                                                 MARCH 31,
                                                                                    ------------------------------------
                                                                                          2000               1999
                                                                                    -----------------   ----------------
                                                                                                         (As Restated)
<S>                                                                                <C>                  <C>

Supplemental disclosure of cash flow information

     Cash paid for income taxes                                                     $             -     $          131
                                                                                    =================   ================
     Cash paid for interest                                                         $           569     $          613
                                                                                    =================   ================

     Non-cash transactions

         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 Class C Warrants in connection with debt offerings             $             -     $          284
                                                                                    =================   ================

         The Company acquired all of the capital stock of EBI Securities
              Corporation and 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     $        7,966
              Net cash acquired                                                                   -                970
              Cash paid                                                                        (158)                 -
              Common stock issued                                                            (2,209)            (2,350)
                                                                                    =================   ================
                      Net liabilities assumed on acquisitions                       $         2,554     $        6,586
                                                                                    =================   ================


</TABLE>



                 See notes to consolidated financial statements.

                                       40
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


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. subsidiaries
(collectively,  "GCAP" or the  Company).  The  shareholders  of  Global  Capital
Partners,  Inc. approved the name change at a Special Meeting of Shareholders on
January 31, 2000. All significant  intercompany  balances and transactions  have
been eliminated in consolidation.

         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.

         Global Capital Partners,  Inc.,  through its  subsidiaries,  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.

                                       41
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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.  GCAP reflects  this income in its  investment  banking
revenue.

         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  plus the effect of outstanding  common stock purchase  warrants and
options using the "treasury  stock"  method.  For the year ended March 31, 1999,
the  common  stock  purchase   warrants  and  options  were  excluded  from  the
calculation of diluted earnings per share because they were anti-dilutive.

                                       42
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The components of basic and diluted earnings per share were as follows:
<TABLE>
<CAPTION>
      <S>                                                  <C>                  <C>

                                                                     2000               1999
                                                              ------------------  -----------------
         Weighted average common

              shares outstanding                                    6,078,458           4,800,551

         Dilutive effect of:

              STOCK WARRANTS AND OPTIONS                              285,023                 -
                                                              ------------------  -----------------

         Weighted average common shares

              OUTSTANDING, ASSUMING DILUTION                        6,363,481           4,800,551
                                                              ------------------  -----------------
</TABLE>

         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.  GCAP  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 on an undiscounted  cash flow basis.  The
accumulated  amortization was $131,484 and $57,250 for the years ended March 31,
2000 and 1999, respectively.

                                       43
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         RECLASSIFICATIONS

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

NOTE 2.   DISCONTINUED OPERATIONS

         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.

         Subsequent to March 31, 2000, the Company decided to sell its interests
in  theses  international  subsidiaries,  and on  June  14,  2000  entered  into
agreements  with  certain  non-related  entities to sell such  subsidiaries  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 are estimated to be 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):
<TABLE>
<CAPTION>

                                                                  March 31,                March 31,
                                                                    2000                     1999
                                                              ------------------        ----------------
<S>                                                          <C>                       <C>

 Revenues                                                      $      7,067              $     16,715
 Costs and expenses                                                   7,751                    17,881
 Income (loss) before income tax benefit
     and minority interest in earnings of subsidiaries                 (684)                   (1,166)
 Income tax or (expense)                                               (143)                      789
 Minority interest in earnings of subsidiaries                          (87)                     (351)
                                                              ------------------        ----------------
        Net loss                                              $        (914)            $        (728)
                                                              ------------------        ----------------

</TABLE>
                                       44
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999

NOTE 2.   DISCONTINUED OPERATIONS (CONTINUED)

         The net  assets  and  liabilities  of the  discontinued  operations  of
Eastbrokers Beteiligungs AG are as follows:
<TABLE>
<CAPTION>

                                                                       March 31,                March 31,
                                                                         2000                     1999
                                                                   ------------------        ----------------
    <S>                                                          <C>                       <C>

      Cash and cash equivalents                                     $      1,727             $       1,503
      Receivables                                                         15,740                    22,095
      Securities                                                          13,798                    12,222
      Furniture and equipment, net                                           776                     1,001
      Other assets                                                         8,027                     6,210
                                                                   ------------------        ----------------
                                                                          40,068                    43,031
                                                                   ------------------        ----------------

      Short-term borrowings                                                2,967                     2,626
      Advances from related entities                                       3,432                     8,089
      Payables to customers and broker dealers                             4,076                     6,158
      Accounts payable and other liabilities                               1,360                     1,249
      Long-term borrowings                                                 1,264                     1,455
      Minority interest                                                    5,956                     7,163
                                                                   ------------------        ----------------
         Net assets from discontinued operations                          19,055                    26,740
                                                                   ==================        ================
                                                                     $    21,013               $    16,291
                                                                   ==================        ================
</TABLE>

NOTE 3.   INVESTMENTS IN SUBSIDIARIES

         EBI 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.  Following the acquisition,  the name was changed to
EBI 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. EBI 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

                                       45
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 3.   INVESTMENTS IN SUBSIDIARIES (CONTINUED)

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.  The  financial
statements  include the results of operations  of Global  Capital  Markets,  LLC
since December 1, 1999.  Global Capital  Markets,  LLC 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.

         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.

         PRO FORMA RESULTS OF OPERATIONS

         The following summarized, unaudited pro forma results of operations for
the years ended March 31, 2000 and 1999 assumes the acquisitions discussed above
occurred at the beginning of fiscal 1999.
<TABLE>
<CAPTION>

                                                                   Year Ended March 31,
                                                        -------------------------------------
                                                                  2000            1999
                                                        ------------------ ------------------
   <S>                                                <C>                 <C>

         Total revenue                                          $  51,733          $  39,485
         Income (loss) from continuing operations                   4,799             (1,753)
             Net income (loss)                                      3,884             (2,481)

    Earnings per common share:
         Income (loss) from continuing operations

              Basic                                                   0.68            (0.28)
                                                         ================= ==================
              Diluted                                                 0.65            (0.28)
                                                         ================= ==================
         Net income (loss)

              Basic                                                  0.55              (0.40)
                                                         ================= ==================
              Diluted                                                 0.53             (0.40)
                                                         ================= ==================
</TABLE>

         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.

                                       46
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999

NOTE 4.   INVESTMENTS IN UNCONSOLIDATED AFFILIATES

         In July 1999,  the  Company  acquired  approximately  49 percent of the
issued  and  outstanding  common  stock of  MoneyZone.com,  a  start-up  capital
formation internet portal that matches investors with entrepreneurs. As of March
31, 2000, the Company owns  approximately 30 percent of  MoneyZone.com's  issued
and outstanding  common stock. This investment is being carried using the equity
method and is reflected at cost, adjusted for the Company's  proportionate share
of the  undistributed  net earnings or losses.  The  Company's  share of the net
underlying  assets of MoneyZone.com  is  approximately  $534,000 and exceeds the
carrying value by approximately  the same amount.  The amount of the excess that
is being  amortized  is  offset  by the  Company's  share of the net  losses  of
MoneyZone.com.  During the fiscal  year Global  Capital  Partners,  Inc.  sold a
portion of its interest and realized a profit of $3,350,000.

         RECEIVABLES FROM AFFILIATED COMPANIES

         Periodically,   the  Company   provides   operating   advances  to  its
unconsolidated  affiliates.  These  advances are generally due on demand and are
not subject to interest charges.

NOTE 5.   SHORT-TERM BORROWINGS

         GCAP periodically meets its short-term  financing needs through
lines of credit with financial  institutions,  advances from affiliates,  and by
entering  into  repurchase   agreements  whereby  securities  are  sold  with  a
commitment to repurchase at a future date.

         UNSECURED DEBENTURES

         On November 25,  1998,  Global  Capital  Partners,  Inc.  sold 10 newly
issued units in a private placement consisting in the aggregate of $1,100,000 in
7 percent convertible debentures and Class C series warrants to purchase 125,000
shares of common stock. Global Capital Partners,  Inc. redeemed these debentures
prior to March 31, 1999.

         In May, 1999, the Company issued 5 percent 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. In January 2000, the Company converted the debentures,
including  accrued interest of $78,878,  into shares of common stock (see Note 8
to the Consolidated  Financial Statements included in this annual report on page
49.)

                                       47
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 6.   LONG-TERM BORROWINGS

Long-term borrowings consist of the following:
<TABLE>
<CAPTION>

                                                                             March 31,                March 31,
                                                                               2000                     1999
                                                                          ----------------         ----------------
<S>                                                                     <C>                      <C>

Convertible  promissory notes,  convertible at $5.75 per share of
common  stock,  secured  by the  common  stock of EBI  Securities
Corporation and certain  securities with a fair value of $400,000
bearing interest at 10 percent and due March 25, 2002                       $     --                $   1,249,749

Subordinated  note  payable  to  clearing  organization,  bearing
interest at 10 percent and maturing on June 30, 2000                           2,500,000                2,500,000
                                                                          ----------------
                                                                                                   ----------------
                                                                            $  2,500,000            $   3,749,749
                                                                          ----------------         ----------------

</TABLE>

         Subsequent to March 31, 2000, the Company successfully renegotiated the
terms  of its  subordinated  note  payable  to a  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 June 2001. Under the terms
of the new note, the new maturity will be June, 2005.

NOTE 7.   COMMITMENTS AND CONTINGENCIES

         LEASES AND RELATED COMMITMENTS

         The  Company and  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.
GCAP  incurred  rent  expense  under  non-cancelable  leases in the  approximate
amounts of $1,600,000  and  $1,400,000  for the periods ended March 31, 2000 and
1999, respectively.

         Minimum future rentals under these non-cancelable leases for the fiscal
years  ending  March  31,  2001  through  2005  are  approximately  as  follows:
2001-$1,290,000; 2002-$1,290,000; 2003-$1,200,000; 2004-$902,000; 2005-$472,000;
thereafter $660,000 and in the aggregate $5,814,000.

                                       48
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999

NOTE 8.   SHAREHOLDERS' EQUITY

         STOCK TRANSACTIONS

         In January 1999, an officer  acquired 200,000 shares of common stock at
a price of $3.50 per share in exchange for a note receivable bearing an interest
rate of 7 percent in the amount of $700,000.

         In January 1999, another officer acquired 50,000 shares of common stock
at a price of $3.00 per  share in  exchange  for a note  receivable  bearing  an
interest rate of 7 percent in the amount of $150,000.

         In January 1999, Global Capital Partners,  Inc. sold 125,000 restricted
shares of its common stock in a private placement to an individual  investor for
$4.00 per share.  Global Capital Partners,  Inc. also issued 7,500 shares of its
common  stock to a broker of EBI  Securities  Corporation  as  compensation  for
services provided in connection with this transaction.

         In April 1999,  Global Capital  Partners,  Inc.  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.

         Also, in February 2000,  Global  Capital  Partners,  Inc.  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 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,  Global  Capital  Partners,  Inc.  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,  Global  Capital  Partners,  Inc. 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.  In January  2000,  Global  Capital  Partners,  Inc.
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 5 to the
Consolidated Financial Statements included in this annual report on page 47).

         On November 9, 1999, Global Capital Partners, Inc. entered into a stock
purchase  agreement  with Belle  Holdings,  Inc., a corporation  of which Global
Capital  Partners,  Inc.'s Chairman,  CEO and President is the sole stockholder,
director  and  officer,  to  issue  up to  2,000,000  shares  of our 10  percent
Convertible  Preferred  Stock,  Series A, $0.01 par value for $4  million  and a
warrant to purchase up to 700,000 shares of the Global Capital Partners,  Inc.'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 closing of the
agreement  and  issuance  of  shares  of  the  preferred   stock,   pursuant  to
notification from NASDAQ,  Global Capital  Partners,  Inc. modified the price of
the  Preferred  Stock to $2.0625  per share to reflect  the market  price of the
Company's common


                                       49
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 8.   SHAREHOLDERS' EQUITY (CONTINUED)

stock as of November 9, 1999. Global Capital Partners,  Inc. 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, Global Capital Partners, Inc. netted approximately $3,900,000.

         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,  Global  Capital
Partners,  Inc.  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, Global Capital Partners, Inc. 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 note payables 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, Global Capital Partners,  Inc. 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 6 to the
Consolidated Financial Statements on page 48.)

         In March,  2000,  options to purchase  10,000 shares of common stock at
$4.50 were exercised.

         Global Capital Partners,  Inc. effected each of the foregoing issuances
without  registration  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"). In each such case Global Capital Partners,  Inc. 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.

         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

                                       50
<PAGE>

                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 8.   SHAREHOLDERS' EQUITY (CONTINUED)

1998 private placement.  Subsequent to this adjustment, there were 250,000 Class
B Warrants  outstanding.  The Class B Warrants have not been  registered.  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.

         On November  25,  1998,  the Company  sold 10 newly  issued  units in a
private  placement  consisting  in the  aggregate  of  $1,100,000  in 7  percent
convertible debentures and Class C series warrants to purchase 125,000 shares of
common stock.  Global Capital Partners,  Inc. redeemed these debentures prior to
March 31, 1999.

                                       51
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 9.   STOCK OPTION PLAN

         During 1996, the Company adopted a non-qualified stock option plan (the
"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.

         During the year ended March 31, 1999, 220,000 options were issued under
this plan at a  weighted  average  exercise  price of $4.18  per share  with the
exercise  prices  ranging  from $4.00 to $6.00 per share.  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  - 126.8  percent;  and  expected  dividend  yield - 0.0
percent.  At March 31, 1999,  there were 445,000  options  outstanding.  Of this
amount, 225,000 of the options outstanding were exercisable with 220,000 options
subject to various vesting requirements.  The weighted average fair value of the
options at the various grant dates was $6.93.

         As of March 31, 2000,  210,000 options were still  outstanding.  During
the year ended March 31, 2000,  295,000 options were issued under this plan at a
weighted  average  exercise  price of $4.524 per share with the exercise  prices
ranging from $4.00 to $7.00 per share. 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.

         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 loss
and loss per share would have been increased to the pro forma amounts  indicated
below:
<TABLE>
<CAPTION>

                                           March 31,                    March 31,
                                             2000                         1999
                                  --------------------------- ----------------------------
<S>                                  <C>                        <C>

Net loss
          - as reported                $        3,719             $        (5,912)
          - pro forma                           3,579                      (5,992)
Earnings per share

        Basic
          - as reported                $         0.61             $         (1.23)
          - pro forma                            0.57                       (1.25)

        Diluted
          - as reported                $         0.59             $         (1.23)
          - pro forma                            0.54                       (1.25)
</TABLE>

                                       52
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 10. RELATED PARTY TRANSACTIONS

         At  December  31,  1998,  the  Company  had  a  receivable  related  to
securities  transactions  from Mr.  Kossner in the amount of 1,132,776  Austrian
Schillings (approximately $97,000 USD).

         At December  31, 1998,  the Company had a  receivable  related to share
transactions  from Z.E.  Beteiligungs  AG in the  amount of  7,745,600  Austrian
Schillings (approximately $661,000 USD). Z.E. Beteiligungs AG is a subsidiary of
General  Partners AG. General Partners AG is an Austrian holding company and the
beneficial  owner of  approximately  2,400,000  shares of the  Company's  common
stock.  Mr. Kossner,  a former director of the Company,  owns  approximately  30
percent of the outstanding shares of General Partners AG.

         WMP Bank AG is an Austrian  broker-dealer,  market maker, and member of
the Vienna Stock Exchange.  WMP Bank AG's common stock is publicly traded on the
Main Market of the Vienna Stock  Exchange.  From time to time,  WMP Bank AG will
make a market  in stock of  companies  that  have a direct  relationship  to the
Company through its Directors or Shareholders.

         Upon  acquiring  Eastbrokers  Beteiligungs  AG on August 1,  1996,  the
Company  assumed a  receivable  in the amount of  7,387,697  ATS  (approximately
$704,000 USD, at the then current  exchange  rates) from Peter  Schmid,  at that
time our president  and a member of our board of  directors.  As of December 31,
1997,  the   receivable   increased  due  to  cash  advances  to  8,046,177  ATS
(approximately  $635,000  USD, at the then  current  exchange  rates).  The U.S.
Dollar  denominated  amount  fluctuates based on the foreign  currency  exchange
rate. On May 31, 1998, Mr. Schmid entered into a Non-Negotiable Term Note in the
amount  of  8,046,177  Austrian  Schillings.  This  amount  was  reported  as  a
"receivable from executive  officer" in the consolidated  statement of financial
condition  for the year ended March 31, 1998.  This note was subject to interest
at 8 percent per annum with a maturity of May 31, 2000. It was collateralized by
150,000  shares of the common  stock.  On October 8,  1998,  Mr.  Schmid  repaid
6,748,111 Austrian Schillings of the total amount due. As of March 31, 1999, Mr.
Schmid did not owe any remaining balance under these arrangements.

         Periodically,  the Company engages in securities transactions with URBI
S.A.,  a Spanish  investment  company.  Mr.  Kossner was a member of URBI S.A.'s
Supervisory  Board from  November  1996 through  June 1998 and Mr.  Schmid was a
member until May 1997. All  transactions  between URBI S.A. and the Company were
consummated at the then current market prices.  At December 31, 1997, the amount
due from URBI S.A. was 7,023,576 Austrian Schillings or approximately  $555,000,
arising  exclusively  from various  securities  transactions.  Prior to June 30,
1998, URBI S.A. had repaid all amounts due with respect to the transactions open
at December 31, 1997. As of December 31, 1998, the Company had a receivable from
URBI S.A.  in the  amount of  2,780,030  Austrian  Schillings  or  approximately
$236,000 related to transactions  occurring  subsequent to December 31, 1997. In
addition, the Company entered into a repurchase agreement with URBI S.A. in June
1997. This  repurchase  agreement and the related shares of Vodni Stavby a.s., a
Czech construction company, were sold to a non-affiliated Czech Republic company
in October 1997.

                                       53
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999



NOTE 11.   INCOME TAXES

         The tax benefit of $1,310,064, 789,315 and $640,163 for the years ended
March 31,2000, 1999 and 1998,  respectively,  results primarily from foreign net
operating loss carryforwards of the Company's subsidiaries.

         The  differences  between the tax benefit  calculated  at the statutory
federal  income tax rate and the actual tax  benefit for each period is shown in
the table below:
<TABLE>
<CAPTION>

                                                                     Year Ended               Year Ended
                                                                     March 31,                March 31,
                                                                        2000                     1999
                                                                  -----------------         ---------------
<S>                                                             <C>                        <C>

Tax benefit at federal statutory rate                             $   1,140,946              $  1,756,000
State income taxes, net of federal benefit                              161,746                   248,939
Unrecognized benefit of net operating losses                                 --                (2,004,939)
Other                                                                     7,372                        --
                                                                  -----------------         ---------------
                                                                  $   1,310,064             $          --
                                                                  -----------------         ---------------
</TABLE>

         The  significant  components  of the  Company's  deferred tax asset and
liability are as follows:
<TABLE>
<CAPTION>

                                                                     Year Ended               Year Ended
                                                                     March 31,                March 31,
                                                                        2000                     1999
                                                                  -----------------         ---------------
<S>                                                              <C>                       <C>

Capital loss carryforward                                         $                         $      45,445
                                                                             --
Foreign tax credit carryforward                                           32,652                   32,652
Net operating loss carryforward                                        1,982,832                3,105,940
                                                                  -----------------         ---------------
                                                                       2,015,484                3,184,037
         Valuation allowance                                      $   ( 705,420)              $(3,184,037)
                                                                  -----------------         ---------------
                                                                   $  1,310,064             $         --
                                                                  -----------------         ---------------
</TABLE>

         The  valuation  allowance  for  deferred  tax assets was  decreased  by
$2,478,617,  1,852,564 and $634,191  during the years ended March 31, 2000, 1999
and 1998, respectively.

         At March 31,  2000,  the Company has U.S.  federal net  operating  loss
carryforwards of  approximately  $5,017,000 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.

                                       54
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999

NOTE 12.   REGULATORY REQUIREMENTS

         Certain   U.S.   subsidiaries   are  subject  to  various   securities,
commodities  and  banking   regulations,   and  capital  adequacy   requirements
promulgated by the regulatory and exchange authorities.  These subsidiaries have
consistently operated in excess of their local capital adequacy requirements.

         EBI 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 which EBI  Securities
Corporation is required to maintain a minimum net capital, as defined under such
provisions.  At March 31, 2000, the net capital of EBI Securities Corporation of
$2,577,339 exceeded the minimum requirement by $2,214,380.

         Global Capital Markets,  LLC, another subsidiary,  is also a registered
broker-dealer  and therefore subject to the net capital rule. At March 31, 2000,
the net capital of Global Capital Markets,  LLC of $905,154 exceeded the minimum
requirement by $800,771.

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

NOTE 13.   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. GCAP has
recorded this obligation in the financial statements at the market value or fair
value of such  securities.  GCAP  may  incur a loss if the  market  value of the
securities increases subsequent to March 31, 2000.

         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.

55
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 14.   CONTINGENCIES

         The Company is subject to the following 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 commenced the
above action against, among others, EBI Securities Corporation and Steve Signer,
an employee of EBI 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 EBI Securities  Corporation and Signer aided, abetted and conspired
with Debenture Guaranty Corporation in allegedly defrauding Plaintiff.  National
Family  Care  Life  Insurance  Company  has  reduced  its  damages  demand  from
approximately $11,500,000 to $1,100,000.  EBI Securities Corporation believes it
has  meritorious  defenses and intends to  vigorously  defend  against  National
Family Care Life Insurance Company's claims.

         EBI  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  panel entered an
award against EBI  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.  EBI  Securities  Corporation  has  filed a motion to
vacate and plans to vigorously contest this award on appeal.

         JACK G.  LARSEN,  AS RECEIVER FOR  SOUTHWEST  INCOME,  TRUST  ADVANTAGE
INCOME TRUST AND INVESTORS  TRADING TRUST V. COHIG AND ASSOCIATES,  INC. ET AL.,
Maricopa  County  Superior  Court,  Arizona,  Case No.  CV  98-20281.  Plaintiff
commenced this action against EBI Securities  Corporation and one of its brokers
in  December  1998 (and  process  was served on EBI  Securities  Corporation  in
January  1999)  seeking  damages in excess of $8  million  dollars  against  EBI
Securities Corporation as well as an accounting of funds allegedly in possession
of EBI  Securities  Corporation.  Plaintiff,  who  apparently has been appointed
receiver for three trusts,  alleges that customer  accounts  established  at EBI
Securities  Corporation by third parties  contained funds that actually belonged
to the  Trusts,  and that  EBI  Securities  Corporation  negligently  failed  to
supervise its employees, in failing to determine that the third parties' trading
activities,  which allegedly  resulted in significant  trading  losses,  were in
violation of the terms of  agreements  between the third parties and the Trusts.
Plaintiff  also contends that EBI Securities  Corporation  has in its possession
and has wrongfully  refused to return  approximately  $270,000  belonging to the
Trusts. EBI Securities Corporation believes that it has meritorious defenses and
intends to vigorously defend against Plaintiff's claims.

         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

                                       56
<PAGE>


                          GLOBAL CAPITAL PARTNERS, INC.

                            (A DELAWARE CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2000 AND 1999


NOTE 14.   CONTINGENCIES (CONTINUED)

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.  The answer is due on July 17, 2000. We believe
that we have meritorious defenses and intend to vigorously defend the action.

         In addition to the litigation described above, the Company, through its
subsidiaries,  is involved in various  legal  actions and claims  arising in the
ordinary  course of business.  While results of  litigation  cannot be predicted
with  certainty,  management,  after  consultation  with counsel,  believes that
resolution of all such  litigation  will have no material  adverse effect on the
consolidated financial statements of the Company.

NOTE 15.   RECENT ACCOUNTING PRONOUNCEMENTS

         In February 1997,  the Financial  Accounting  Standards  Board ("FASB")
issued  Statement of Financial  Accounting  Standards  ("SFAS") No. 128. The new
standard  replaces  primary and fully diluted  earnings per share with basic and
diluted  earnings per share.  SFAS No. 128 was adopted by the Company  beginning
with the interim  reporting period ended December 31, 1997. The adoption did not
affect previously reported earnings per share amounts.

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income."  This  statement  established  standards  for  reporting and display of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in a full  set of  general-purpose  financial  statements.  This  statement  was
adopted by the Company beginning with the fiscal year ended March 31, 1999.

         In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related  Information." This statement established standards
for the way that public business  enterprises report information about operating
segments in annual  financial  statements and requires that  enterprises  report
selected  information  about  operating  segments in interim  financial  reports
issued to stockholders.

         This  statement  was adopted by the Company's for the fiscal year ended
March 31, 1999. In the initial year of application,  comparative information for
earlier years is to be restated.

         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.  SFAS No.
133 is effective for fiscal years  beginning after June 15, 1999. This statement
has had no impact on the Company.

                                       57
<PAGE>



ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE

         During our fiscal  year  beginning  April 1, 1998 and ending  March 31,
1999, our principal independent accountants,  Deloitte & Touche LLP, declined to
stand for reelection and Spicer, Jeffries & Co. was engaged as our new principal
independent  accounts.  This change was reported in our Current  Reports on Form
8-K dated  February  22,  1999,  March 16, 1999 and on Form 8-K/A dated March 9,
1999. The decision to change was approved by the Board of Directors.  We did not
have any  disagreements  with  Deloitte & Touche LLP on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which, if not resolved to the satisfaction of Deloitte & Touche LLP,
would have caused it to make reference  thereto in their report on the financial
statements.

                                       58
<PAGE>



                                    PART III

ITEMS 9-12  (INCLUSIVE).

         The  information  required by Items 9, 10, 11 and 12 will appear in the
proxy statement for our annual meeting of stockholders  for the year 2000, which
will be filed pursuant to Regulation  14A under the  Securities  Exchange Act of
1934, as amended,  and which is  incorporated by reference in this Annual Report
on Form  10-KSB  pursuant to General  Instruction  E(3) of such form (other than
those portions not deemed to be filed for purposes of Section 18 of such act).

ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K

         EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B:

         See Index to Exhibits on pages 62 - 64 of this Annual Report.

         REPORTS ON FORM 8-K

         Global Capital Partners, Inc. filed no reports on Form 8-K during the
         quarter ended March 31, 2000.


                                       59
<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.

               GLOBAL CAPITAL PARTNERS, INC.
                        (Registrant)
<TABLE>
<CAPTION>
<S>                                                                             <C>

         By:          /s/ Martin A. Sumichrast                                       June 30, 2000
            ----------------------------------------------                        ---------------------
                         Martin A. Sumichrast                                             Date
      Chairman, President, Chief Executive Officer, and Director

      In  accordance  with the Exchange  Act, this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

                       /s/ Martin A. Sumichrast                                       June 30, 2000
            ----------------------------------------------                        ---------------------
                         Martin A. Sumichrast                                             Date
      Chairman, President, Chief Executive Officer, and Director

                          /s/ Kevin D. McNeil                                         June 30, 2000
            ----------------------------------------------                        ---------------------
                            Kevin D. McNeil                                               Date
                 Executive Vice President, Treasurer,
                 Chief Financial Officer and Secretary
             (Principal Financial and Accounting Officer)

                        /s/ Michael Sumichrast                                        June 30, 2000
            ----------------------------------------------                        ---------------------
                       Michael Sumichrast, Ph.D.                                          Date
                               Director

                                                                                     June ___, 2000
            ----------------------------------------------                        ---------------------
                       Lawrence Chimerine, Ph.D.                                          Date
                               Director

                         /s/ Jay R. Schifferli                                        June 30, 2000
            ----------------------------------------------                        ---------------------
                           Jay R. Schifferli                                              Date
                               Director
</TABLE>

                                       60
<PAGE>



                                INDEX TO EXHIBITS


 EXHIBIT NO.                                       DESCRIPTION

(2.1)                    Agreement  and Plan of Merger dated May 14, 1998 by and
                         among  Global   Capital   Partners,   Inc.   (formerly,
                         Eastbrokers  International  Incorporated)  East  Merger
                         Corporation,  Cohig  &  Associates,  and  Cherry  Creek
                         Investments,  Ltd.  (incorporated  by  reference to the
                         Current Report on Form 8-K dated May 14, 1998).

(2.2)                    Amended Independent  Auditor's Report  (incorporated
                         by reference to the Current Report on Form 8-K as
                         amended dated August 1, 1996).

(2.3)                    Agreement  and  Plan of  Merger,  dated  as of July 12,
                         1999,  by  and  among  MoneyZone.com  (formerly,   CERX
                         Venture Corporation), EBonlineinc.com, Inc. and John D.
                         Brasher,    Jr.    (incorporated    by   reference   to
                         MoneyZone.com's  Current  Report  on Form 8-K  filed on
                         July 15, 1999.

(2.4)                    LLC Interest Purchase  Agreement,  dated as of November
                         22, 1999, by and among Global  Capital  Partners,  Inc.
                         (formerly,   Eastbrokers  International  Incorporated),
                         Global Capital  Markets,  LLC (formerly,  The JB Sutton
                         Group, LLC) and each of the members and special members
                         thereof  (incorporated  by reference to Global  Capital
                         Partners,  Inc.'s  Current  Report on Form 8-K filed on
                         December 7, 1999).

(2.5)                    Share Purchase Agreement, dated as of June 14, 2000, by
                         and between Global Capital  Partners,  Inc. and Beheer-
                         En   Beleggingsmaatschappij   Hedera  B.V.,  a  company
                         incorporated   and  existing  under  the  laws  of  the
                         Netherlands  (incorporated  by  reference to the Global
                         Capital Partners, Inc. Current Report on Form 8-K filed
                         on June 29, 2000).

(2.6)                    Share Purchase Agreement, dated as of June 14, 2000, by
                         and between Global Capital  Partners,  Inc. and Beheer-
                         En   Beleggingsmaatschappij   Jamela  B.V.,  a  company
                         incorporated   and  existing  under  the  laws  of  the
                         Netherlands  (incorporated  by  reference to the Global
                         Capital Partners, Inc. Current Report on Form 8-K filed
                         on June 29, 2000).

(2.7)                    Share Purchase Agreement, dated as of June 14, 2000, by
                         and  between   Global   Capital   Partners,   Inc.  and
                         Braydonville  Corporation,  a company  incorporated and
                         existing   under   the   laws   of   the    Netherlands
                         (incorporated   by  reference  to  the  Global  Capital
                         Partners, Inc. Current Report on Form 8-K filed on June
                         29, 2000).

(3.1)                    Certificate of Incorporation,  as amended (incorporated
                         by  reference   to  Global   Capital   Partners,   Inc.
                         (formerly, Eastbrokers International Incorporated) Form
                         10-QSB for the nine months ended December 31, 1996).

(3.2)                    Amendments to the Bylaws  (incorporated by reference to
                         Global Capital Partners,  Inc.  (formerly,  Eastbrokers
                         International  Incorporated)  Form 10-QSB for the three
                         months 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).

(4.3)                    Warrant  Certificate  between Global Capital  Partners,
                         Inc. (formerly, Eastbrokers International Incorporated)
                         and J.B.  Sutton  Group,  LLC,  dated  March  27,  1997
                         (incorporated by reference to Global Capital  Partners,
                         Inc.  Form S-3 filed with the  Securities  and Exchange
                         Commission on May 9, 1997 (No. 333-26825)).

(4.4)                    Stock Purchase Agreement, dated as of November 9, 1999,
                         by and among Global Capital Partners,  Inc.  (formerly,
                         Eastbrokers   International   Incorporated)  and  Belle
                         Holdings,  Inc., as amended  (incorporated by reference
                         to the  Schedule 13D filed  jointly by Belle  Holdings,
                         Inc. and Martin A. Sumichrast).

(4.5)                    Warrant Agreement, dated as of November 9, 1999, by and
                         among  Global   Capital   Partners,   Inc.   (formerly,
                         Eastbrokers   International   Incorporated)  and  Belle
                         Holdings,   Inc.  (incorporated  by  reference  to  the
                         Schedule 13D filed jointly by Belle Holdings,  Inc. and
                         Martin A. Sumichrast).

(4.6)                    Convertible Note, dated as of November 10, 1999 and due
                         December  31,  2004,  made by Belle  Holdings,  Inc. in
                         favor  of  Global  Capital  Partners,  Inc.  (formerly,
                         Eastbrokers International  Incorporated)  (incorporated
                         by reference to the Schedule 13D filed jointly by Belle
                         Holdings, Inc. and Martin A. Sumichrast).

(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)                   Form of  Restrictive  Covenants of Wolfgang M. Kossner,
                         August  A. de Roode and Peter  Schmid,  such  covenants
                         executed on August 1, 1996  (incorporated  by reference
                         to Global Capital Partners, Inc. (formerly, Eastbrokers
                         International  Incorporated)  Form 10-QSB for the three
                         months ended June 30, 1996).

(10.4)                   Stock    Option    Agreement    between     Eastbrokers
                         International  Incorporated  and  Wolfgang  M.  Kossner
                         dated  August 1, 1996  (the form of such  stock  option
                         agreement  is   incorporated  by  reference  to  Global
                         Capital   Partners,    Inc.   (formerly,    Eastbrokers
                         International  Incorporated)  Form 8-K dated  August 1,
                         1996).

(10.5)                   Stock Option Agreement between Global Capital Partners,
                         Inc. (formerly, Eastbrokers International Incorporated)
                         and August A. de Roode  dated  August 1, 1996 (the form
                         of such  stock  option  agreement  is  incorporated  by
                         reference to Global Capital Partners,  Inc.  (formerly,
                         Eastbrokers International  Incorporated) Form 8-K dated
                         August 1, 1996).

(10.6)                   Stock Option Agreement between Global Capital Partners,
                         Inc. (formerly, Eastbrokers International Incorporated)
                         and Peter Schmid dated August 1, 1996 (the form of such
                         stock option  agreement is incorporated by reference to
                         Eastbrokers International  Incorporated' Form 8-K dated
                         August 1, 1996).

(10.7)                   Stock Option Agreement between Global Capital Partners,
                         Inc. (formerly, Eastbrokers International Incorporated)
                         and Sumichrast Enterprises,  Inc., dated August 1, 1996
                         (the   form  of  such   stock   option   agreement   is
                         incorporated by reference from Form 8-K dated August 1,
                         1996).

(10.8)                   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).

(10.9)                   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.

(10.10)                  Subscription  Agreement dated December 11, 1998 for the
                         Private   Placement   of   Eastbrokers    International
                         Incorporated'  shares  (incorporated  by  reference  to
                         Global Capital Partners,  Inc.  (formerly,  Eastbrokers
                         International  Incorporated)  Registration Statement on
                         Form SB-2 (File No. 333-72359)).

(10.11)                  Consulting   Agreement  between  Wolfgang  Kossner  and
                         Global Capital Partners,  Inc.  (formerly,  Eastbrokers
                         International Incorporated) effective December 31, 1998
                         (incorporated by reference to Global Capital  Partners,
                         Inc.  Registration  Statement  on Form  SB-2  (File No.
                         333-72359)).

(16.1)                   Letter on Change in  Certifying  Accountant,  Item 7 of
                         Current  Report  on Form 8-K  dated  November  4,  1997
                         (incorporated by reference to Global Capital  Partners,
                         Inc. (formerly, Eastbrokers International Incorporated)
                         Current Report on Form 8-K dated November 4, 1997 (File
                         No. 0-26202)).

(16.2)                   Letter on Change in Certifying Accountant (incorporated
                         by  reference   to  Global   Capital   Partners,   Inc.
                         (formerly,   Eastbrokers  International   Incorporated)
                         Current Report on Form 8-K dated January 22, 1998 (File
                         No. 0-26202)).

(21.1)                   * Subsidiaries of Global Capital Partners, Inc.

(23.1)                   * Independent Auditors' Consent.

(27)                     * Financial Data Schedule (Electronic Filing Only).

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