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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A-2

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

                For the quarterly period ended September 30, 1999

                                       OR

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

                  For the period from _________ to ____________

                        Commission File Number 000-22681

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


          Delaware                                           13-3571419
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(State or other jurisdiction of                            I.R.S. Employer
incorporation or organization)                             Identification Number

        150 South Pine Island Road, Suite 500, Plantation, Florida 33324
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                    (Address of Principal Executive Offices)

                                 (954) 577-9225
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                          (Issuer's Telephone Number)

         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
                                      ----   ----

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

                                                 Number of Shares Outstanding
             Class                                   on November 12, 1999
             -----                               ----------------------------

  Common Stock, par value $.01 per share               9,275,224 shares

  Transitional Small Business Disclosure Format        Yes      No  X
                                                           ---     ---


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         This Amendment No. 2 to Form 10-QSB for Finantra Capital, Inc., a
Delaware corporation (the "Company"), for the quarterly period ended September
30, 1999 (the "September 1999 Form 10-QSB"), is being filed solely to include
those Exhibits which were not filed originally with the September 1999 Form
10-QSB. These Exhibits were noted originally as "To be filed by Amendment."


ITEM 6.  EXHIBITS


         No.        Description
         ---        -----------

         3.1      Certificate of Designation, Rights and Preferences relating to
                  shares of the Company's Series C 6% Convertible Preferred
                  Stock.

         10.1     Loan and Security Agreement, dated September 23, 1999, between
                  FINOVA and TAC, TLC and Trace, as amended.

         10.2     Securities Purchase Agreement, dated as of November 5, 1999,
                  among the Company, Esquire Trade & Finance Inc., Austinvest
                  Anstalt Balzers, Nesher Inc., Amro International, S.A., Altra
                  Trading & Investment, S.A., The Gross Foundation, Libra
                  Finance, S.A., Talbiya B. Investments Ltd., Ellis Enterprises
                  and Ronald Nash.

         10.3     Form of Preferred Warrant.

         10.4     Loan and Security Agreement, dated as of November 5, 1999,
                  between Acquisition Co. and BHC.

         10.5     Form of Travelers Warrant.

         10.6     Form of Finantra Warrant.


                                   SIGNATURES

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


                               FINANTRA CAPITAL, INC.


Dated: March 17, 2000          By: /s/ Robert D. Press
                                   ----------------------------------
                                   Robert D. Press, Chairman of the Board,
                                     Chief Executive Officer and
                                     Chief Financial Officer
                                     (Principal Executive and Financial Officer)



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                                  EXHIBIT INDEX

         No.          Description
         ---          -----------

         3.1      Certificate of Designation, Rights and Preferences relating to
                  shares of the Company's Series C 6% Convertible Preferred
                  Stock.

         10.1     Loan and Security Agreement, dated September 23, 1999, between
                  FINOVA and TAC, TLC and Trace, as amended.

         10.2     Securities Purchase Agreement, dated as of November 5, 1999,
                  among the Company, Esquire Trade & Finance Inc., Austinvest
                  Anstalt Balzers, Nesher Inc., Amro International, S.A., Altra
                  Trading & Investment, S.A., The Gross Foundation, Libra
                  Finance, S.A., Talbiya B. Investments Ltd., Ellis Enterprises
                  and Ronald Nash.

         10.3     Form of Preferred Warrant.

         10.4     Loan and Security Agreement, dated as of November 5, 1999,
                  between Acquisition Co. and BHC.

         10.5     Form of Travelers Warrant.

         10.6     Form of Finantra Warrant.


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