<PAGE>




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

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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 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.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


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

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

                                 (954) 577-9225
                           ---------------------------
                           (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 May 13, 1999      
         -----                                     ----------------------------
 Common Stock, par value $.01 per share                  6,904,328 shares

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


                                                   
<PAGE>




                             FINANTRA CAPITAL, INC.

                                      INDEX

PART I        FINANCIAL INFORMATION                                      PAGE

   Item 1     Condensed Consolidated Financial Statements (Unaudited)     3

              Condensed Consolidated Balance Sheet at March 31, 1999      3

              Condensed Consolidated Statements of Income for the
              Three Months ended March 31, 1999 and 1998                  5

              Condensed Consolidated Statements of Cash Flows for the
              Three Months ended March 31, 1999 and 1998                  6

              Notes to Condensed Consolidated Financial Statements        7

   Item 2     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         10


PART II       OTHER INFORMATION                                           15

   Item 6     Exhibits                                                    15

SIGNATURES                                                                16



                                       -2-

<PAGE>



                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1999
                                   (UNAUDITED)


                                     ASSETS


Current assets:
   Cash                                                $  1,241,404
   Accounts receivable, net                               2,705,660
   Finance receivables, net                               3,514,860
   Subscription receivable                                1,032,408
   Accrued interest receivable                                5,627
   Other receivables                                         14,463
   Prepaid expenses                                         417,960
                                                        -----------
        Total current assets                              8,932,382
                                                        -----------

Property and equipment, net                                 407,082
                                                        -----------
Other assets:
   Certificate of deposit - restricted                    1,475,000
   Finance receivable, net                                  412,000
   Due from related parties                                 525,800
   Deposits                                                  33,083
   Goodwill, net                                          3,259,685
   Other intangibles, net                                    31,432
   Other                                                     96,514
                                                        -----------
        Total other assets                                5,833,514
                                                        -----------

        Total assets                                    $15,172,978
                                                        ===========






     See accompanying notes to condensed consolidated financial statements.



                                       -3-

<PAGE>



                                      FINANTRA CAPITAL, INC.
                                         AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED BALANCE SHEET
                                          MARCH 31, 1999
                                           (UNAUDITED)

                               LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

<S>                                                                    <C>
Current liabilities:
   Accounts payable                                                          $ 1,630,446
   Accrued expenses                                                              194,890
   Recission payable                                                             100,000
   Line-of-credit                                                              1,292,354
   Current portion of long-term debt                                             264,762
   Obligation under capital lease                                                  6,518
   Notes payable - related parties                                               250,000
   Due to factoring clients                                                      747,094
   Dividends payable - preferred stock                                            91,281
                                                                             -----------
        Total current liabilities                                              4,577,345
                                                                             -----------

Other liabilities:
   Deferred income                                                                12,933
   Obligations under capital lease                                                 4,040
   Notes payable, net of current portion                                          67,526
                                                                             -----------
        Total long-term debt                                                      84,499
                                                                             -----------
        Total liabilities                                                      4,661,844
                                                                             -----------
Minority interest                                                                 24,289

Stockholders' equity:
Preferred stock, 5,000,000 shares authorized, 3,458,817 issued:
Series A 10% redeemable convertible preferred stock,
   $.01 par value, 2,958,817 shares issued and outstanding             
    (liquidation value of $2,958,817 plus accumulated dividends)                  29,588
Series B convertible preferred stock, $.01 par value, 500,000 shares 
   authorized, 500,000 shares issued and outstanding                               5,000
Common stock, $.01 par value, 10,000,000 shares authorized,
   5,515,127 shares issued and outstanding                                        55,151
Treasury stock, 14,600 shares at cost                                            (34,644)
Additional paid-in capital                                                    14,918,919
Accumulated deficit                                                           (4,487,169)
                                                                             -----------
        Total stockholders' equity                                            10,486,845
                                                                             -----------
Total liabilities and stockholders' equity                                   $15,172,978
                                                                             ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       -4-

<PAGE>



                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                        FOR THE THREE MONTHS ENDED
                                                                                MARCH 31,
                                                                        --------------------------
                                                                          1999              1998
                                                                         ------            -----
<S>                                                                        <C>              <C>        
Revenues:                                                         
   Financial services                                                  $  557,396       $  568,340
   Medical billing                                                        149,964          708,777
   Leasing and equipment sales income                                     872,321                -
   Factoring income                                                       577,090                -
   Interest income                                                         50,242                -
                                                                       ----------       ----------
            Total revenues                                              2,207,013        1,277,117
                                                                       ----------       ----------

Costs and expenses:
   Leasing and equipment cost                                             878,570                -
   Depreciation and amortization                                           68,249           46,256
   Bad debts                                                                    -                -
   General and administrative expense                                   1,615,186        1,196,803
                                                                       ----------       ----------
        Total costs and expenses                                        2,562,005        1,243,059
                                                                       ----------       ----------

Loss from operations                                                     (354,992)          34,058

Other (expenses):
   Interest expense                                                        83,647                -
   Loss on disposal of asset                                                    -                -
   Loss on sale of securities available for sale                                -                -
                                                                       ----------       ----------
        Total other expenses                                               83,647                -
                                                                       ----------       ----------

(Loss) before provision for income taxes and minority interest           (438,639)          34,058
                                                                       ----------       ----------

Minority interest in net (loss) of subsidiaries                            11,800                -

Net loss                                                               $ (426,839)      $   34,058
                                                                       ==========       ==========

Net loss applicable to common shareholders                             $ (495,039)      $  (34,142)
                                                                       ==========       ==========

Net loss per common share (basic and diluted)                          $     (.11)      $     (.01)
                                                                       ==========       ==========

Weighted average number of shares outstanding                           4,627,727        3,354,661
                                                                       ==========       ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                                -5-

<PAGE>



                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                        FOR THE THREE MONTHS ENDED
                                                                                MARCH 31,
                                                                        --------------------------
                                                                          1999              1998
                                                                         ------            -----
<S>                                                                        <C>              <C>        
Cash flows from operating activities:
   Net cash (used) provided by operating activities                  $(1,907,775)         $ (267,108)

Cash flows from investing activities:
   Cash acquired in acquisitions                                         102,500              78,584
   Net advances (to)/from affiliates                                           -             (15,933)
   Note receivable - stockholders                                       (292,577)           (260,000)
   Purchase of equipment                                                (233,450)             (9,741)
   Decrease in factored accounts receivables
      net of reserve payable                                             829,979
   Notes acquired for cash                                                     -          (1,055,670)
                                                                     -----------          ----------
        Net cash used by investing activities                            406,452          (1,262,760)
                                                                     -----------          ----------

Cash flows from financing activities:
   Repayment of line of credit, net                                   (1,351,217)                  -
   Repayments of long-term debt                                          (46,041)            (18,771)
   Payments of preferred dividends                                       (68,200)            (68,200)
   Issuance of common stock                                            3,236,425             249,718
                                                                     -----------          ----------
        Net cash provided by financing activities                      1,770,967             162,747
                                                                     -----------          ----------
Net (decrease) increase in cash                                          269,644          (1,367,121)

Cash - beginning                                                         971,760           2,406,803
                                                                     -----------          ----------

Cash - end                                                           $ 1,241,404          $1,039,682
                                                                     ===========          ==========

Supplemental disclosure of cash flow information: 
   Cash paid during the period:
      Interest                                                       $         -          $        -
                                                                     ===========          ==========


Supplemental noncash investing and financial activities:
   Issuance of common stock for acquisition of subsidiaries          $   712,500          $2,631,862
                                                                     ===========          ==========
   Issuance of common stock for services                             $    41,250          $        -
                                                                     ===========          ==========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.

                                       -6-

<PAGE>


                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999



NOTE 1 - PRINCIPLES OF CONSOLIDATION

The accompanying financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required for complete financial
statements. In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim periods presented have been
included.

These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's Annual Financial Statement for the year ended December 31,
1998. Operating results for the three months ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999.

It is recommended that the accompanying condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included elsewhere in this filing.

Certain items in the condensed consolidated financial statements for the interim
period ended March 31, 1998, have been reclassified to conform with the current
presentation. These reclassifications had no effect on net income.

NOTE 3 - ACQUISITIONS

The Company, through a wholly owned subsidiary, acquired approximately 80% of
the outstanding capital stock of Titan Mortgage Group, Inc. ("Titan") on March
31, 1999. In consideration, the Company issued 440,000 shares of its common
stock to Titan's stockholders. The remaining capital stock of Titan will be
exchanged for shares of the Company's common stock at annual intervals ending on
March 31, 2002, if certain earning hurdles are met. The maximum number of shares
that could be issued under this agreement over the next three (3) years is
450,000 shares.

The acquisition was accounted for using the purchase method of accounting and
approximately $560,000 of goodwill was recorded which will be amortized over 15
years. The results of operations have been included since the date of
acquisition.

                                       -7-

<PAGE>


                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999


NOTE 3 - ACQUISITIONS (CONTINUED)

During January 1999, the Company, through its Ameri-Cap Mortgage subsidiary,
acquired from Mr. Maynard Hellman, a director of the Company, 80% of the
outstanding capital stock of Suncoast Title Company, Inc., a Florida title
insurance company ("Suncoast"), for 50,000 share of the Company's common stock.
The Company has agreed, through 2002, to acquire the remaining 20% of the
outstanding capital stock of Suncoast from Mr. Hellman for an aggregate of
50,000 additional shares of the Company's common stock. The acquisition was
accounted for using the purchase method of accounting and approximately $15,000
of goodwill was recorded which will be amortized over 15 years. The results of
operations have been included since the date of acquisition.

NOTE 4 - DIVIDENDS PAYABLE - PREFERRED STOCK

The Company has paid $68,200 of dividends on its preferred stock at March 31,
1998.

NOTE 5 - STOCK OPTION PLAN

On January 9, 1997, the Company established an incentive compensation stock
option plan (the "Plan"). The Plan has 1,500,000 shares of Common Stock reserved
for issuance upon the exercise of options designated as either (i) incentive
stock options ("ISOs") under the Internal Revenue Code of 1986, or (ii)
non-qualified options. ISOs may be granted under the Plan to employees and
officers of the Company. Non-qualified options may be granted to consultants,
directors (whether or not they are employees), employees or officers of the
Company.

Options issued through March 31, 1998 carry exercise prices at the fair market
value on the date of the grant. The options vest over a period of up to five
years following the date of grant and the unexercised portion of the options
expires and ceases to be exercisable on the earlier of the stated exercise
period of the grant or specified date following termination of employment. In
certain circumstances, the exercise of stock options may have an adverse effect
on the market price of the Company's common stock and/or warrants.

The Company has elected to measure compensation cost using the intrinsic value
based method of accounting prescribed in Accounting Principles Board Opinion 25,
"Accounting for Stock Issued to Employees." Compensation cost recognized for the
stock option plan amounted to $0 for the quarters ended March 31, 1999 and 1998.
Disclosures about the fair value of options and pro forma disclosures of the
effect of measuring compensation based on the fair value method of accounting
have not been presented because management believes such values do not have a
material effect.

                                       -8-

<PAGE>


                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999


NOTE 5 - STOCK OPTION PLAN (CONTINUED)

Had compensation expense for the stock option plan been determined based on the
fair value of the options at the grant date consistent with the methodology
prescribed under Statement of Financial Standards No. 123, "Accounting for Stock
Based Compensation," the Company's loss would have been increased by $326,376.
The fair value of each option is estimated on the date of grant using the fair
market option pricing model with the assumption:

             Risk-free interest rate                   5.50%
             Expected life (years)               2 - 5 years
             Expected volatility                         n/a
             Expected dividends                         None
             
Information related to options is summarized below:

                                                                   WEIGHTED
                                                                   AVERAGE
                                          NUMBER OF             EXERCISE PRICE
                                           OPTIONS                PER OPTION
                                          ---------             --------------
Outstanding at December 31, 1997           565,000               $     1.96
Granted                                    377,500                     3.05
Exercised                                        0                        0
Forfeited                                        0                        0
                                        ----------               ----------
Outstanding at March 31, 1999              942,500               $     2.40
                                        ==========               ==========
                                                                  
                                                           
Information related to options outstanding at March 31, 1999:

Exercise price range                                             $1.20 - 5.50
Number of options:                                            
  Outstanding                                                         942,500
  Exercisable                                                         157,000
Weighted average exercise price:                              
  Outstanding                                                    $       2.40
  Exercisable                                                    $       1.60
Weighted average remaining contractual life                           4 years
                                                              
                                                              
                                                            

                                       -9-

<PAGE>



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


GENERAL

         Finantra Capital, Inc. (f/k/a Medley Credit Acceptance Corp.) (the
"Company") is a specialty finance company engaged, principally, in accounts
receivable financing (factoring), equipment leasing, mortgage banking and
traditional financing business lines. Since the consummation, during late 1997
and early 1998, of the Company's initial public offering of securities (the
"IPO"), the Company's operations have focused primarily on growing an operation
base and establishing a market presence in each of the aforementioned
businesses. The Company's primary strategy for achieving its necessary growth
and market presence has been, among other things, to pursue acquisitions of
existing enterprises which, in the Company's opinion, have management experience
and earnings potential and long-term growth possibilities, and obtaining
institutional lines of credit for each financing business line.

         While the Company has only a limited operating history in the accounts
receivable financing, mortgage banking and traditional financing business lines,
the Company has more seasoned experience in the equipment leasing business.
Prior to the consummation of the Company's IPO, the Company's business and
affairs focused on the financing of dry cleaning equipment to small dry cleaning
businesses throughout the eastern United States and refrigeration equipment sold
or leased by an affiliate. The Company has made a business decision to orderly
wind down its dry cleaning and refrigeration equipment financing operations.


         In an effort to grow its accounts receivable financing, equipment
leasing, mortgage banking and traditional financing business lines, while
establishing a market presence for the same, the Company, during 1998,
consummated several significant transactions. Principal among these were (i) the
Company's formation of its American Factors Group, Inc. subsidiary ("AFG"), an
entity specializing in accounts receivable financing, (ii) the Company's
acquisition of a majority interest in Americal Investment Management ("AIM"), a
marketer and manager of a variety of financial and insurance related services,
(iii) the Company's acquisition of Medical Billing Service Systems, Inc.
("Medical Billing) and Premier Provider Services, Inc. ("Premier"; Medical
Billing and Premier are sometimes hereinafter collectively referred to as the
"Medical Billing Subsidiaries"), companies engaged, generally, in providing back
office accounting and other financial administrative services principally to the
medical industry, (iv) the Company's acquisition, through its wholly-owned
Ameri-Cap Leasing Corp. subsidiary ("Ameri-Cap"), of a majority interest in MFC
Financial Corp. ("MFC"), an entity engaged, generally, in the equipment leasing
industry and, principally, medical equipment financing, and (v) the Company's
acquisition of approximately 91% of the outstanding capital stock of Ameritrust
Holdings, Inc. ("Ameritrust"), a licensed mortgage lender engaged in both
residential and commercial lending.

         In an effort to expand further the Company's mortgage lending
operations, the Company, during the quarter ended March 31, 1999 ("First Quarter
1999"), acquired approximately 80% of the outstanding capital stock of Titan
Mortgage Group, Inc. ("Titan"), a Florida - based originator and processor of
mortgage loans. In consideration for its acquisition of its approximate 80%
interest in Titan, the Company issued 400,000 shares of its common stock, $.01
par value per share (the "Common Stock"), to Titan's then sole stockholder. The
Company has covenanted to use its best efforts to file a registration statement
under the Securities Act of 1933, as amended, with respect to 200,000 of these
shares. The remaining capital stock of Titan not originally acquired by the
Company shall be acquired in exchange for shares of the Company's Common Stock
at annual intervals ending on March 31, 2002, at exchange rates based upon
Titan's financial performance during such period. The maximum number of
additional shares of Common Stock that the

                                      -10-

<PAGE>


Company could issue in consideration for the balance of Titan's outstanding
capital stock is 450,000 shares.

         In connection with the Titan acquisition, the Company and Titan's
minority stockholder have agreed that the Company will be paid an annual special
management fee equal to 35% of Titan's pre-tax net profits, if any, for the year
ended December 31, 1998, increasing incrementally to 70% of such pre-tax net
profits, if any, for the year ending December 31, 2002. In addition, the Company
has the option to "put" its ownership interest in Titan back to Titan's other
stockholder in consideration for 200,000 shares of the Company's Common Stock at
any time prior to June 30, 1999 or if Titan incurs a net loss in excess of
$150,000 for calendar year 1999.

         The Company has formed wholly-owned subsidiaries to act as holding
companies for certain of its current and future operating entities based upon
business lines. Ameri-Cap Factors Group ("Ameri-Cap Factors") controls AFG,
Ameri-Cap Leasing Corp. ("Ameri-Cap Leasing") controls the equipment leasing
operations, Ameri-Cap Mortgage Group ("Ameri-Cap Mortgage") controls Ameritrust
and Ameri-Cap Finance Group, to the extent the Company elects to enter the
sub-prime automobile finance industry (the "Sub-Prime Auto Business"), will
control the Sub-Prime Auto Business.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

        For First Quarter 1999, the Company generated revenues of $2,207,013, an
increase of $929,896 from revenues of $1,277,117 for the three months ended
March 31, 1998 ("First Quarter 1998"). This increase in revenues was primarily
the result of the Company's operations of its AFG factoring and ACL equipment
leasing subsidiaries. These two entities did not generate revenue during First
Quarter 1998 and their First Quarter 1999 revenues helped offset the significant
reduction in revenues incurred by the Medical Billing Subsidiaries. The revenues
generated during First Quarter 1999 by the Medical Billing Subsidiaries reflects
the large decrease in customer base being experienced by medical billing
providers generally as a result of the current consolidation and general
economic downturn in the medical billing industry.

        During First Quarter 1999, the Company incurred an increase of
$1,318,946 in total costs and expenses over First Quarter 1998 figures,
principally as a result of the Company's commencement of its AFG factoring and
ACL equipment leasing operations and general business expansion, including the
start-up of Ameritrust's mortgage lending business. The Company's mortgage
lending operations anticipate first recording meaningful revenues during the
second quarter of 1999. Principally as a consequence thereof, the Company
recorded a net loss from operations of $354,992 for First Quarter 1999, as
compared to net income from operations of $34,058 for First Quarter 1998. When
combined with the provision for dividends with respect to shares of the
Company's Series A 10% Convertible Preferred Stock and interest expense for
borrowed funds, the Company incurred a net loss applicable to common
shareholders for First Quarter 1999 of $495,039, or approximately $.11 per
share, as compared to a net loss applicable to common shareholders for First
Quarter 1998 of $34,142, or approximately $.01 per share.

LIQUIDITY AND CAPITAL RESOURCES

        At March 31, 1999, the Company had total assets of $15,172,978, as
compared to total assets of $13,618,188 at December 31, 1998. This increase in
total assets is primarily the result of the increased number of equipment leases
and related financial instruments originated or underwritten by the Company
during First Quarter 1999, the receipt by the Company of approximately $2.7
million in net proceeds generated from a private placement of the Company's
securities and the Company's acquisition of Titan. The $3,259,685 of goodwill,
net, recorded on the Company's balance sheet at March 31, 1999 represents the
premium over net equity paid by the Company in connection with its acquisitions
of its operating divisions. The Company anticipates that its future earnings
(assuming its acquired subsidiaries continue to generate earnings) will offset
the amortization associated with the recording of this goodwill.

                                      -11-

<PAGE>


        At March 31, 1999, the Company had total liabilities of $4,661,844, as
compared to total liabilities of $6,102,015 at December 31, 1998. This decrease
in total liabilities was primarily the result of the Company's financing
internally out of its working capital, rather than through borrowings under its
interest bearing credit facilities, amounts necessary to purchase factored
accounts receivable and originate or underwrite equipment leases and other
financial instruments.

        At, March 31, 1999, the Company had total stockholders' equity of
$10,486,845, as compared to total stockholders' equity of $7,499,084 at December
31, 1998. The significant increase in stockholders' equity is attributable
directly to the earnings generated by the Company from operations, values
associated with the Company's acquisition of Titan utilizing solely shares of
the Company's Common Stock and the Company's receipt of approximately $2.7
million in net proceeds generated from a private placement of its securities
during First Quarter 1999.

        For the primary purpose of providing the Company's mortgage banking
subsidiaries with the financial capacity to originate and purchase mortgage
loans, the Company (through its Ameri-Cap Mortgage subsidiary) and Suntrust
Bank, during First Quarter 1999, consummated a $10 million revolving mortgage
loan warehouse facility. Interest under this credit facility will accrue and be
payable monthly at the rate, generally, which is 2.25% above the then applicable
London Interbank Offering Rate (LIBOR). The entire unpaid balance under this
facility is due and payable on demand or upon the occurrence of an Event of
Default (as defined in the warehouse facility), whichever first occurs. The
Company has guaranteed all of Ameri-Cap Mortgage's obligations under this credit
facility. Ameri-Cap Mortgage has further granted Suntrust Bank a security
interest in each asset and instrument underlying an advance or mortgage made
under this credit facility.

        The Company anticipates, based on its current proposed plans and
assumptions relating to its operations and expansion, that it will be able to
satisfy its currently contemplated cash requirements for approximately the next
12 months from working capital and cash flow. In the event that the Company's
plans change or its assumptions prove to be inaccurate, or working capital and
cash flow prove to be insufficient to fund the Company's operations and
expansion (due to unanticipated expenses, delays, problems or otherwise), the
Company would be required to seek additional funding. Depending upon the
Company's financial strength and the state of the capital markets, the Company
may also determine that it is advisable to raise additional equity capital.
Except as set forth above, the Company has no current arrangements with respect
to, or sources of, any additional capital, and there can be no assurance that
such additional capital will be available to the Company, if needed, on
commercial reasonable terms, or at all. The inability of the Company to obtain
additional capital would have a material adverse effect on the Company and could
cause the Company to be unable to implement its business strategy or proposed
expansion or to otherwise significantly curtail or cease operations.

YEAR 2000 COMPLIANCE

        The inability of business processes to continue to function correctly
after the beginning of the Year 2000 could have serious adverse effects on
companies and entities throughout the world. In order to minimize the
possibility that the Company will suffer any adverse effects resulting from
system failures on January 1, 2000, the Company, over the last 18 months, has
purchased new software and hardware systems for itself and its subsidiaries.
These new systems all come with manufacturers' representations and warranties
concerning Year 2000 compliance. No assurance can be given, however, that the
Company's software and hardware systems will not fail after the beginning of the
Year 2000. In such event, the Company will be forced to expend such amounts of
its working capital as may be necessary to correct its software and hardware
systems and implement contingency plans. The Company continues to attempt to
assess the Year 2000 compliance and readiness of its lenders and material
customers. Such attempts include written inquiries as to their Year 2000
certification of compliance.

                                      -12-

<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

               During First Quarter 1999, the Company consummated a private
placement of 150 units (the "Units") which raised net proceeds to the Company
(after giving effect to the payment of all offering commissions and expenses) of
approximately $2,773,125. Each Unit was comprised of 10,000 shares of the
Company's Common Stock and 10,000 warrants (the "Private Placement Warrants").
Each Private Placement Warrant entitles the holder to purchase one shares of
Common Stock for $3.25 at any time through November 9, 2001. The Private
Placement Warrants are redeemable by the Company upon notice of not less than 30
days at a price of $0.25 per Private Placement Warrant, provided that the
closing bid quotation for shares of the Company's Common Stock on all 20 of the
trading days ending on the third day prior to the day on which the Company gives
notice of redemption has been at least 150% of the exercise price of the Private
Placement Warrants (currently $4.875, subject to adjustment). The Company
utilized the net proceeds from this private placement to, among other things,
expand Ameri-Cap Leasing's marketing base, provide working capital for Ameri-Cap
Factors' operations, augment capital committed to Ameri-Cap Mortgage's
operations and fund, generally, the Company's business and operations.

        Following the close of First Quarter 1999, the Company consummated an
"offshore offering" in accordance with the procedures enumerated in Regulation S
promulgated order the Securities Act of 1933, as amended (the "Reg S Offering").
Pursuant to the Reg S Offering, the Company issued and sold to 13 investors, 63
Units identical to the Units described in the aforementioned private placement.
The Company also issued five Units as compensation to those persons abroad who
assisted in consummating the Reg S Offering. Net proceeds to the Company from
the Reg S Offering were $1,338,750, and such proceeds were applied substantially
in the same manner as the net proceeds from the aforementioned private
placement.

ITEM 6. EXHIBITS

        No.            Description
        ---            -----------
      
       10.1    Stock Exchange Agreement, dated March 31, 1999, among Ameri-Cap
               Mortgage, the Company, Bristol Investment Group L.L.C. and Titan
               Mortgage Group, Inc.
              
       10.2    Mortgage Loan Warehousing and Security Agreement, dated March 26,
               1999, among Suntrust Bank, Miami, National Association, Ameri-Cap
               Mortgage, Ameri-Cap Lending Corp. and Ameri-Cap Mortgage
               Services, Inc.
              
       27      Financial Data Schedule
           




                                      -13-

<PAGE>



                                   SIGNATURES

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



                            FINANTRA CAPITAL, INC.




Dated:  May 14, 1999        By: /s/ Robert D. Press                          
                                ----------------------------------------------
                                Robert D. Press, Chairman of the Board,
                                President, Chief Executive Officer and
                                Chief Financial Officer
                                (Principal Executive and Financial Officer)







                                      -14-

<PAGE>



                                          EXHIBIT INDEX

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

        10.1    Stock Exchange Agreement, dated March 31, 1999, among Ameri-Cap
                Mortgage, the Company, Bristol Investment Group L.L.C. and 
                Titan Mortgage Group, Inc.

        10.2    Mortgage Loan Warehousing and Security Agreement, dated 
                March 26, 1999, among Suntrust Bank, Miami, National 
                Association, Amer-Cap Mortgage, Ameri- Cap Mortgage Lending 
                Corp. and Ameri-Cap Mortgage Services, Inc.

        27      Financial Data Schedule