<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 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.
--------------------------------------------------------------------------------
        (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 November 12, 1999
                  -----                       ----------------------------
  Common Stock, par value $.01 per share             9,275,224 shares
                                                     ---------

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



<PAGE>




                             FINANTRA CAPITAL, INC.

                                      INDEX

<TABLE>
<CAPTION>
<S>               <C>                                                                   <C>
PART I            FINANCIAL INFORMATION                                                 PAGE

      Item 1      Condensed Consolidated Financial Statements (Unaudited)                3

                  Condensed Consolidated Balance Sheet at September 30, 1999             3

                  Condensed Consolidated Statements of Operations for the
                  Three and Nine Months ended September 30, 1999 and 1998                5

                  Condensed Consolidated Statements of Cash Flows for the
                  Nine Months ended September 30, 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                                    9


PART II                    OTHER INFORMATION                                            12

      Item 4      Submission of Matters to a Vote of Security Holders                   12

      Item 5      Other Information                                                     13

      Item 6      Exhibits                                                              17

SIGNATURES
</TABLE>


                                     - 2 -


<PAGE>





                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1999
                                   (UNAUDITED)





                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                                              1999
                                                                                              ----
<S>                                                                                    <C>
Current assets:
   Cash                                                                                      $ 2,727,552
   Loans held for resale                                                                       4,709,008
   Accounts receivable, net                                                                   33,451,083
   Finance receivables, net                                                                    3,703,005
   Accrued interest receivable                                                                     8,963
   Notes and other receivables                                                                 1,079,743
   Prepaid expenses                                                                            1,275,527
                                                                                        -----------------
              Total current assets                                                            46,954,881
                                                                                        -----------------


Property and equipment, net                                                                      620,226
                                                                                        -----------------


Other assets:
   Certificate of deposit-restricted                                                           1,450,000
   Finance receivable, net                                                                       412,000
   Due from related parties                                                                      578,779
   Deposits                                                                                       45,973
   Goodwill, net                                                                              13,941,518
   Other intangibles, net                                                                        289,395
   Other                                                                                         313,058
                                                                                        -----------------
              Total other assets                                                              17,030,723
                                                                                        -----------------


              Total assets                                                                  $ 64,605,830
                                                                                        =================
</TABLE>









     See accompanying notes to condensed consolidated financial statements.


                                      - 3 -
<PAGE>


                             FINANTRA CAPITAL, INC.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1999
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

<TABLE>
<CAPTION>
                                                                                              1999
                                                                                              ----
<S>                                                                                       <C>
Current liabilities:
   Accounts payable                                                                          $ 1,582,768
   Accrued expenses                                                                              429,068
   Client payouts                                                                              1,253,926
   Client reserves                                                                             4,192,645
   Line-of-credit                                                                             27,319,082
   Notes payable                                                                                 500,000
   Current portion of long-term debt                                                             803,091
   Obligation under capital lease                                                                  3,791
   Notes payable - related parties                                                               130,000
   Due to factoring clients                                                                    1,281,651
   Dividends payable - preferred stock                                                            91,281
                                                                                        -----------------
              Total current liabilities                                                       37,563,014


Other liabilities:
   Deferred lease interest                                                                       161,991
   Notes payable, net of current portion                                                       8,545,823
                                                                                        -----------------
              Total long-term debt                                                             8,707,814


                                                                                        -----------------
              Total liabilities                                                               46,270,828
                                                                                        -----------------


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)                                                      29,587
Series B convertible preferred stock, $.01 par value, 500,000 shares
   authorized, 500,000 shares issued and outstanding                                               5,000
Series C 6% convertible preferred stock,  $.01 par value, 3780 shares
   authorized, 3780 shares issued and outstanding                                                     38
Common Stock, $.01 par value, 10,000,000 shares authorized,
   6,389,927 shares issued  and outstanding                                                       85,093
Treasury stock, 14,600 shares at cost                                                            (34,644)
Additional paid-in-capital                                                                    23,258,389
Accumulated deficit                                                                           (5,057,039)
                                                                                        -----------------
              Total stockholders' equity                                                      18,286,424
                                                                                        -----------------


Total liabilities and stockholders' equity                                                  $ 64,605,830
                                                                                        =================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                      - 4 -
<PAGE>






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

<TABLE>
<CAPTION>
                                       For the Three Months Ended       For the Nine Months Ended
                                       --------------------------       -------------------------
                                              September 30,                    September 30,
                                              ------------                     ------------
                                        1999                1998             1999            1998
                                        ----                ----             ----            ----
<S>                                    <C>           <C>              <C>             <C>
Revenues:
   Financial services                   $ 140,920    $1,251,596       $ 1,187,403     $3,116,314
   Medical billing                        119,608       145,175           430,775        616,709
   Equipment leasing and equipment
     sales                                 46,825     2,694,530         2,996,060      2,694,530
   Factoring income                       347,299       340,612         1,370,327        437,901
   Mortgage origination                 1,481,092             -         2,435,569              -
   Interest income                         77,287        68,130           176,020        269,864
                                        ---------     ---------         ---------      ---------
              Total revenues            2,213,031     4,500,043         8,596,154      7,135,318

Costs and expenses:
   Leasing and equipment cost              40,000     2,569,405         2,767,506      2,569,405
   Depreciation and amortization           95,601        98,267           231,675        203,299
   Bad debts                               30,000             -            60,000              -
   General and administrative           2,167,251     1,503,635         6,088,404      3,858,570
                                        ---------     ---------         ---------      ---------
              Total costs and expenses  2,332,852     4,171,307         9,147,585      6,631,274

Income(loss) from operations             (119,821)      328,736          (551,431)       504,044


Other expenses:
   Interest expense                        96,283        94,773           305,889        125,608
                                         --------      --------         ---------      ----------
              Total other expenses         96,283        94,773           305,889        125,608

Net income(loss) before minority
   interest                              (216,104)      233,963          (857,320)       378,436

Minority interest in subsidiaries               -             -            11,800              -

Net income(loss)                        $(216,104)    $ 233,963        $ (845,520)     $ 378,436
                                       ===========  ============   ===============  =============

Net income(loss) applicable to common
   shareholders                         $(284,304)    $ 165,763       $(1,050,120)     $ 173,836
                                       ===========  ============   ===============  =============

Net income(loss) per common share          $(0.04)       $ 0.04            $(0.18)        $ 0.05
                                       ===========  ============   ===============  =============

Weighted average number of shares
 outstanding and to be issued           6,389,927     3,723,000         5,703,901      3,472,000
                                       ===========  ============   ===============  =============

</TABLE>






                                      - 5 -












<PAGE>






                     FINANTRA CAPITAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       For the Nine Months Ended
                                                                                             September 30,
                                                                                ------------------------------------------
                                                                                    1999                         1998
                                                                                    ----                         ----
<S>                                                                             <C>                           <C>
Net cash (used) by operating activities                                          $(1,459,761)                 $(1,351,577)

Cash flows from investing activities
   Cash used for acquisition                                                     (23,400,065)                           -
   Cash acquired in acquisitions                                                   1,794,998                       46,044
   (Increase) decrease in factored accounts receivable,                                                                 -
      net of due to factoring clients                                              1,176,391                            -
   (Increase) decrease in related party loans                                        289,598                            -
   Purchase of equipment                                                            (522,989)                    (147,943)
   Decrease in certificate of deposit                                                 25,000                            -
   Net advances to (from) affiliates                                                       -                     (142,883)
   Notes receivable-stockholders                                                           -                     (260,000)
   Notes acquired for cash                                                                 -                   (2,824,402)
                                                                                 -----------                   ----------
                                                                                 (20,637,067)                  (3,329,184)
                                                                                 -----------                   ----------


Cash flows from financing activities

Increase (decrease) in line of credit                                              3,016,053                    2,832,964
Increase in notes payable                                                          1,000,000                            -
Increase(repayment) in long-term debt                                              8,464,021                     (104,628)
Payments under capital leases                                                         (5,538)                           -
Repayment of related party debt                                                     (170,000)                           -
Payment of preferred stock dividends                                                (204,600)                    (204,600)
Issuance of common stock, net                                                      7,972,684                      364,621
Issuance of preferred stock                                                        3,780,000                            -
                                                                                  ----------                    ---------
                                                                                  23,852,620                    2,888,357
                                                                                  ----------                    ---------


Net increase in cash                                                               1,755,792                   (1,792,404)

Cash - beginning                                                                     971,760                    4,106,803
                                                                                  ----------                   ----------

Cash - end                                                                        $ 2,727,552                  $ 2,314,399
                                                                            =================            =================

Supplemental disclosure of cash flow information:
  Cash paid during the period:
     Interest                                                                        $ 89,055                    $ 125,608
                                                                            =================            =================

Supplemental noncash investing and financial activities:
  Issuance of common stock for acquisition of subsidiaries                           $ 52,500                  $ 2,631,862
                                                                            =================            =================

  Issuance of commom stock for services                                             $ 237,050                          $ -
                                                                            =================            =================
</TABLE>






                                      - 6 -




<PAGE>



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.

NOTE 3 - ACQUISITIONS


Travelers Investment Corp.

The Company, through a wholly-owned subsidiary, acquired 100% of the outstanding
capital stock of Travelers Investment Corporation and Subsidiaries effective
September 30, 1999. The purchase price of $20,000,000 was paid as follows: (i)
$15,000,000 in cash at closing; (ii) the sellers taking back a promissory note
for $5,000,000. In addition to the seller note above, the Company incurred the
following debt in connection with the purchase:

          Finova Capital Corporation, based upon the increase in the funding
          rate on its warehouse line, provided $5,413,621. The loan from Finova
          aggregated $32,500,000 which replaced the credit facility previously
          utilized by Travelers Investment Corp. The loan was based on the
          advance rate utilized by Finova as opposed to the Company's prior
          lender, Bank of America. The facility charges interest at 2% per annum
          above the prime rate and is payable interest only monthly during its
          term. The facility matures August 31, 2004. The borrowers under this
          facility are the operating subsidiaries of Travelers Investment
          Corporation. The loan is guaranteed by Finantra as well as the
          acquiring subsidiary, Travelers Acquisition Corporation.

          BHC Interim Funding provided a loan in the amount of $3,650,000.
          $3,500,000 was used for closing and the balance for fees and costs.
          The loan carries interest at the rate of 13.5% per annum. The loan
          matures on October 20, 2000.

The seller note calls for interest at 10% per annum and requires payment of
$500,000 in principal during the first year amortized in 12 equal monthly
installments. A $500,000 balloon payment is required in the 13th month, and the
remaining principal balance on the note paid over the next two years in equal
monthly installments.

The balance of cash to close (other than from the Company's working capital) was
raised through the sale of 6% Class "C" convertible preferred stock for
$3,500,000.

The total investment with all fees and costs equaled $23,400,000 and resulted in
goodwill from the transaction of $11,771,000 being recorded on the books of
Travelers Investment Corporation. This goodwill will be amortized over 15 years.


                                      - 7 -
<PAGE>



NOTE 4 - DIVIDENDS PAYABLE-PREFERRED STOCK

The Company has paid $204,600 of dividends on its preferred stock at September
30, 1999.

NOTE 5 - MORTGAGE LOANS HELD FOR SALE AND WAREHOUSE LINE

Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or estimated market value in the aggregate. Net
unrealized losses are recognized through a valuation allowance by charges to
income.

At September 30, 1999 the principal balance for mortgage loans held for sale was
$4,709,008, of that amount, $4,709,008 was borrowed from the Company's warehouse
lines. Interest is prime plus 2%. All mortgage loans held for sale are
collateralized by the property covered by said loans and are used as collateral
for the Company's borrowings. The warehouse lines are repaid as the loans are
sold.


NOTE 6 - BORROWINGS

Effective March 26, 1999, the Company entered into a mortgage loan warehouse and
security agreement with a bank. The maximum amount the Company can borrow under
this agreement is $10,000,000. The principal is repaid as the related mortgages
are sold to secondary market purchasers. The entire principal amount together
with accrued and unpaid interest is due on demand. On July 1, 1999, the Company
entered into a second mortgage warehouse line with Republic National Bank. Under
the agreement the bank will provide up to $5,000,000 to the Company in order to
fund certain first mortgages. The advances are repaid and the related mortgages
are sold to secondary market purchasers. Any unpaid principal balance will be
due June 30, 2000.




                                      - 8 -


<PAGE>



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


GENERAL

         Finantra Capital, Inc. (f/k/a Medley Credit Acceptance Corp.), a
Delaware corporation (the "Company"), is a diversified, multi-faceted, specialty
finance company with two principal operating arms - the Company's commercial
asset finance group and the Company's consumer finance group. The commercial
asset finance group, operating under the umbrella of the Company's Ameri-Cap
Business Finance Group, Inc. holding company subsidiary ("ABFG"), specializes,
principally, in accounts receivable financing (factoring) and equipment leasing.
The consumer finance group, operating under the umbrella of the Company's
Ameri-Cap Consumer Finance Group, Inc. holding company subsidiary ("ACFG"),
specializes, principally, in mortgage banking and other retail specialty
financing lines. As set forth in greater detail in Item 5 below, the Company, on
November 5, 1999, but effective as of September 30, 1999 for all operating,
financial, tax and accounting purposes, acquired, through the Company's
wholly-owned subsidiary, Travelers Acquisition Corporation ("Acquisition Co."),
Travelers Investment Corporation and its operating subsidiaries (collectively,
"Travelers"). Travelers is a California-based specialty consumer finance company
which, for the past 25 years, has been engaged, generally, in the acquisition,
management, servicing and collection of individual consumer contracts. Travelers
will operate under the Company's ACFG consumer finance group umbrella.

         In addition to its commercial asset finance and consumer finance arms,
the Company has also established an Internet financial services company
subsidiary, Finantra Internet Services.Com, Inc., as a platform for the
distribution of financial products and services, in particular, residential
mortgages, through the Internet.

         Since the consummation, during late December 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 business segments. 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 business line. Having established operations in each of its commercial
asset finance and consumer finance arms, the Company's current principal
strategy for making its operations more profitable is to bundle (or combine and
package) financial products and services. The Company believes that by bundling
products and services, it will be positioned to more effectively compete since
as the volume of the transactions it handles increases, the more likely the
Company will have access to less costly leasing, factoring, mortgage banking and
retail consumer financing lines.

         In an effort to grow its ABFG and ACFG business segments, while
establishing a market presence for the same, the Company, during 1998 and 1999,
in addition to its recent acquisition of Travelers, consummated several other
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 Medical
Billing Service Systems, Inc. and Premier Provider Services, Inc., companies
engaged, generally, in providing back office accounting and other financial
administrative services principally to the medical industry, and (iii) the
Company's acquisition of a majority interest in Ameritrust Holdings, Inc.
("Ameritrust"), a licensed mortgage lender engaged in both residential and
commercial lending.

                                     - 9 -
<PAGE>



         The Company has formed several subsidiaries under the control of ABFG
and ACFG from which the Company, based upon business lines, conducts operations.
Included within the commercial asset finance arm of the Company are Ameri-Cap
Commercial Asset Finance Group, which, through Ameri-Cap Factors Group, Inc.
("Ameri-Cap Factors"), a wholly-owned subsidiary, controls AFG, Ameri-Cap
Leasing Corp. ("Ameri-Cap Leasing"), which controls the equipment leasing aspect
of the Company's business, and Ameri-Cap Medical Finance Group, which controls
the Company's medical industry receivables business. Included within the
consumer finance arm of the Company are Ameri-Cap Mortgage Group, Inc.
("Ameri-Cap Mortgage"), which controls Ameritrust, and Acquisition Co., which
controls Travelers.

RESULTS OF OPERATIONS

Nine Months Ended September 30, 1999 Compared to Nine Months Ended
September 30, 1998

         For the nine month period ended September 30, 1999 ("Nine Months
1999"), the Company generated revenues of $8,596,154, an increase of $1,460,836,
or approximately 20%, from revenues of $7,135,318 for the nine month period
ended September 30, 1998 ("Nine Months 1998"). This increase in revenues was
primarily the result of the full-scale initiation by the Company, during Nine
Months 1999, of the Company's mortgage banking operations and an approximate
$930,000, or approximate 213%, increase, during Nine Months 1999 as compared to
Nine Months 1998, in revenues generated from the Company's factoring operations.
During Nine Months 1998, the Company had not yet commenced its mortgage banking
operations. Consequently, mortgage banking operations generated no revenue
during Nine Months 1998, while factoring income during this period was
negligible since the Company's factoring operations were then still in the
start-up mode. Revenues generated from the Company's mortgage banking operations
effectively offset an approximate $1.9 million decrease from Nine Months 1998
results in revenues generated from the Company's financial services operations.
This decrease in financial services revenues can be attributed principally to
the shift in emphasis (detailed below) in the Company's financial services
operations during Third Quarter 1999.

         During Nine Months 1999, the Company incurred an increase of
$2,516,311, or approximately 38%, in total operating costs and expenses over
Nine Months 1998 figures. This increase was principally the result of the
Company's expansion and full-scale initiation, and the costs attendant thereto,
during Nine Months 1999, of the Company's overall business and, in particular,
its equipment leasing, mortgage banking and accounts receivable financing
operations. A portion of this increase can also be attributed to the Company's
creation of a reserve for bad debts during Nine Months 1999. As a consequence
thereof, and the approximate $180,000 increase during Nine Months 1999 in
interest expenses incurred as a result of the Company's greater utilization of
its credit facilities to generate revenues, the Company recorded a net loss of
$845,520 for Nine Months 1999, as compared to net income of $378,436 for Nine
Months 1998. When combined with the provision for dividends with respect to
shares of the Company's Series A Convertible Preferred Stock, the Company
incurred a net loss applicable to common shareholders for Nine Months 1999 of
$1,050,120, or approximately $.18 per share, as compared to net income
applicable to common shareholders for Nine Months 1998 of $173,836, or
approximately $.05 per share.

Three Months Ended September 30, 1999 Compared to Three Months Ended
September 30, 1998

         For the three months ended September 30, 1999 ("Third Quarter 1999"),
the Company generated revenues of $2,213,031, a decrease of $1,838,455, or
approximately 44%, from revenues of $4,171,307 for the three months ended
September 30, 1998 ("Third Quarter 1998"). This decrease in revenues was
directly the result of the Company's reorganization, during Third Quarter 1999,
of its equipment leasing operations and shift in emphasis of its financial
services operations. During Third

                                      - 10 -
<PAGE>



Quarter 1999, the Company effectively merged its equipment leasing operations
into its factoring operations for financial reporting purposes. This
reorganization will become evident in future statement of operations
presentations. In addition, during Third Quarter 1999, equipment leasing
revenues were adversely affected by the seasonal decrease, during the summer
months, of equipment leasing transactions. In addition, during Third Quarter
1999, the Company shifted the emphasis of its Premier Provider Services, Inc.
subsidiary from performing back office accounting functions for third party
clients for a fee to providing in-house back office accounting functions for the
Company and its operating subsidiaries; consequently, the significant decrease
in financial services revenues during Third Quarter 1999 as compared to Third
Quarter 1998. The overall decrease in revenues during Third Quarter 1999 as
compared to Third Quarter 1998 was offset, however, by approximately $1.5
million of revenue generated from mortgage banking operations during Third
Quarter 1999. Mortgage banking operations generated no revenue during Third
Quarter 1998.

         During Third Quarter 1999, the Company, primarily as a consequence of
the aforementioned reorganization of its equipment leasing operations, recorded
a decrease of $1,838,455, or approximately 44%, in total operating costs and
expenses over Third Quarter 1998 figures. As a result of the foregoing, during
Third Quarter 1999, the Company recorded a net loss of $216,104, as compared to
net income of $233,963 for Third Quarter 1998. When combined with the provision
for dividends with respect to shares of the Company's Series A 10% Convertible
Preferred Stock, the Company incurred a net loss applicable to common
shareholders for Third Quarter 1999 of $284,304, or approximately $.04 per
share, as compared to net income applicable to common shareholders for
Third Quarter 1998 of $165,763, or approximately $.04 per share.

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 1999, the Company had total assets of $64,605,830, as
compared to total assets of $13,618,188 at December 31, 1998. This significant
increase in total assets is directly the result of the acquisition by the
Company, as of September 30, 1999, of Travelers (and its subsidiaries) (see Item
5 below). The acquisition of Travelers has been accounted for under the purchase
method of accounting. Approximately $44 million of assets included on the
Company's balance sheet at September 30, 1999 are Travelers' assets. Without
giving effect to the Traveler's acquisition, the modest increase in the
Company's assets from December 31, 1998 (approximately $6 million), is a product
of the increased number of equipment leases, financed accounts receivable, loans
held for resale and related financial instruments originated or underwritten by
the Company during Nine Months 1999. The $13,941,518 of goodwill, net, recorded
on the Company's balance sheet at September 30, 1999 represents the premium over
net equity paid by the Company in connection with its acquisitions of its
operating divisions. Approximately $11 million of this goodwill figure was
generated from the Travelers acquisition. 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.

         At September 30, 1999, the Company had total liabilities of
$46,270,828, as compared to total liabilities of $6,102,015 at December 31,
1998. This significant increase in total liabilities was directly the result of
the Company's acquisition of Travelers. Approximately $36 million of the
Company's liabilities at September 30, 1999 are Travelers' liabilities. Without
giving effect to the Travelers acquisition, the increase in liabilities from
December 31, 1998 (approximately $4 million) is a direct result of the Company's
increased borrowings under its interest bearing credit facilities, rather than
financing internally out of its working capital, amounts necessary to fund the
Company's mortgage banking operations.

         At September 30, 1999, the Company had total stockholders' equity of
$18,286,424, as

                                     - 11 -
<PAGE>



compared to total stockholders' equity of $7,499,084 at December 31, 1998. The
increase from December 31, 1998 in stockholders' equity is attributable directly
to the approximate $11 million in stockholders' equity inherited from Travelers.

         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 addition, as set forth in Item
5 below, the Company intends to fund Travelers' operations from borrowings
available under the $32.5 million FINOVA Credit Facility. In the event that the
Company's plans change or its assumptions prove to be inaccurate, or working
capital, cash flow and availability under existing credit facilities 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 or in the Company's interim financial statements included as part of this
Report, 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

         Computer programs that are "Year 2000 noncompliant" are incapable, in
whole or in part, of processing date data between periods before and periods
after January 1, 2000. The inability of the Company's computer systems, or the
computer systems of businesses the Company may acquire, to accept, store,
interpret or display dates for the year 2000 and beyond could materially impair
the ability of the Company to originate, service and sell financial products. In
addition, the Company intends to utilize in its internal operations a number of
computer software programs, including programs used to manage the Company's
financial and accounting functions and sales and marketing activities. The
inability of such programs to interpret properly date data for the year 2000 and
beyond could have a material adverse effect on the Company's operations. While
the Company has purchased new computers and software programs that are not year
2000 non-compliant, failure by the Company to identify a year 2000 problem in
its software products or in any software program used in its operations could
require modifications or replacements. 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.


                                     PART II
                                OTHER INFORMATION


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

                  On September 2, 1999, the Company held its 1999 Annual Meeting
of Stockholders (the "Annual Meeting"). At the Annual Meeting, the seven persons
nominated by the Company for election as directors were elected in an
uncontested manner. Specifically, each nominee received the number of votes set
forth opposite his or her name below. Each director serves until the next Annual
Meeting of Stockholders of the Company and until his or her respective successor
has been duly elected
                                      - 12 -

<PAGE>



and qualified.

                            VOTES CAST IN FAVOR OF
NOMINEE                     ELECTION AS A DIRECTOR
                            ----------------------
Robert D. Press             3,534,328 shares

Charles Litt                3,534,328 shares

Maynard J. Hellman          3,534,328 shares

Arthur J. Press             3,534,328 shares

Evaldo F. Dupuy             3,534,328 shares

Thomas W. Dwyer             3,534,328 shares

Alyce B. Schreiber          3,534,328 shares


ITEM 5.           OTHER INFORMATION.

                  On November 5, 1999, but effective as of September 30, 1999
for all operating, financial, tax and accounting purposes, the Company, through
its Acquisition Co. subsidiary, acquired, in a privately negotiated, arms-length
transaction, all of the outstanding capital stock of Travelers (and its
subsidiaries), a California-based provider of specialty consumer financing.
Travelers has been engaged, for over 25 years, in the acquisition, management,
servicing and collection of individual consumer contracts. At the time of its
acquisition, Travelers had an established loan portfolio of approximately $36
million in gross consumer receivables.

                  Travelers conducts business, principally, through four
operating subsidiaries, Travelers Acceptance Corporation ("TAC"), Travelers
Leasing Corporation ("TLC"), Trace Credit Services ("Trace") and Traveler's Data
Services ("TDS"). TAC, generally, purchases, services and collects installment
consumer contracts from originators. TAC currently services approximately 200
organizations, with a total portfolio value of approximately $36 million in
notes, comprising over 21,000 individual accounts. TLC, generally, provides
niche based leasing solutions to a variety of businesses. Trace, generally,
provides debt collection services to third-party clients. Trace currently serves
approximately 100 clients and has in its portfolio approximately $50 million in
recoverable and collectible non-performing receivables. TDS, generally, provides
the billing and servicing of individual consumer accounts for third-party
clients. TDS currently services approximately $80 million of notes.

                  Management of the Company believes that Travelers' resources
have been, historically, under-utilized, and that, with the implementation of
certain marketing and operating strategies, Travelers' financial performance
could be increased materially. Management of the Company further believes that
the acquisition of Travelers will, more likely than not, result in numerous
marketing and operating synergies that will result, on a consolidated basis, in
revenue and earnings increases for the Company. The acquisition of Travelers is
expected to be immediately accretive as a result of both cost savings and
revenue expansion. The Company intends to effect initial Travelers' cost
reductions by combining Travelers' three existing offices into one location and
by updating Travelers' information systems and transitioning it to an Internet
access portal. In addition, the Company anticipates that it

                                      - 13 -

<PAGE>



can eliminate approximately $1 million annually from Travelers' operating
expenses as a direct result of the elimination of certain salary and consulting
fees historically paid to certain of Travelers' former stockholders. Management
of the Company further anticipates that the Company's revenues should be
enhanced as a result of cross-selling and marketing efforts between Travelers'
and Ameri-Cap Mortgage's operations.

                  In consideration for its purchase of Travelers, the Company
paid Travelers' stockholders an aggregate of $20 million, $15 million of which
was paid in cash at closing of the acquisition (the "Closing"), with the
remaining $5 million purchase price taking the form of three-year 10% promissory
notes (the "Notes") of Acquisition Co. The $20 million purchase price shall be
adjusted, post-Closing, upward or downward, on a dollar-for-dollar basis, by the
amount that the consolidated stockholders' equity of Travelers at September 30,
1999 was greater or less than, as the case may be, $12,128,281. The Notes
require a $500,000 principal payment during the first year following the Closing
amortized in twelve equal monthly installments, a $500,000 lump sum payment
during the 13th month following the Closing, with the remaining $4 million being
amortized over the next 24 months in equal monthly installments. To secure
Acquisition Co.'s obligations to Travelers' former stockholders under the Notes,
Acquisition Co. granted such former stockholders a subordinated security
interest in all of Travelers' assets and pledged, on a subordinated basis, all
of the capital stock of Travelers. The Company has also guaranteed all of
Acquisition Co.'s obligations under the Notes.

                  The $15 million cash payment made to the stockholders of
Travelers at the Closing was funded by the Company as follows: approximately
$5.4 million from advances made by FINOVA Capital Corporation ("FINOVA")
pursuant to a $32.5 million revolving credit facility extended to Travelers'
operating subsidiaries by FINOVA at the Closing (the "FINOVA Credit Facility"),
$3.5 million from the sale by the Company at the Closing, to certain accredited
investors in an arm's-length, privately negotiated transaction, of an aggregate
of 3,500 shares of the Company's Series C 6% Convertible Preferred Stock (the
"Series C Preferred Stock") and related Common Stock Purchase Warrants (the
"Preferred Warrants"), $3.65 million from a 12-month secured loan made to
Acquisition Co. by BHC Interim Funding, L.P., approximately $2.0 million from
the sale by the Company, during October 1999, of 860,000 shares of the Company's
Common Stock at $2.33 per share to two accredited investors in an arm's-length,
privately negotiated transaction, $500,000 from a 90-day unsecured loan, bearing
interest at the rate of 10% per annum, advanced to the Company in an
arm's-length, privately negotiated transaction from an unaffiliated person, and
approximately $150,000 from the Company's working capital.

                  The FINOVA Credit Facility is in the principal amount of $32.5
million, has a five-year term and bears interest, payable monthly, at the rate
which, from time to time, is 2% above FINOVA's stated "prime rate." Advances
under the FINOVA Credit Facility are limited, generally, to an amount not to
exceed 80% of Travelers' eligible receivables and eligible inventory (each as
defined). Travelers' obligations under the FINOVA Credit Facility have been
secured by Travelers' grant of a first lien on, and security interest in, all of
Travelers' assets, and a pledge, on a subordinated basis, of all of the capital
stock of Travelers. In addition, each of Acquisition Co. and the Company has
guaranteed all of Acquisition Co.'s obligations and liabilities under the FINOVA
Credit Facility. At the Closing, Travelers applied approximately $15 million of
advances under the FINOVA Credit Facility to satisfy and discharge all
indebtedness then owing by Travelers to Travelers' senior lenders.

                  Concurrently with the Closing, the Company also issued and
sold, in an arm's-length, privately negotiated transaction with certain
accredited investors, in consideration for $3.5 million, an aggregate of 3,500
shares of the Company's Series C Preferred Stock. In connection therewith, the
Company also issued to the purchasers of the Series C Preferred Stock (or their
designees) Preferred Warrants entitling the holders thereof the right to
acquire, in the aggregate, up to 700,000 shares of the

                                      - 14 -

<PAGE>



Company's common stock, $.01 par value per share (the "Common Stock"). The
Preferred Warrants are exercisable at any time within the five-year period
immediately following the Closing at an exercise price of $3.28 (such price
being the closing sale price for shares of the Company's Common Stock on the
Electronic Bulletin Board maintained NASDAQ (the "Bulletin Board") on the date
of the Closing). The Preferred Warrants, generally, contain customary terms and
provide for adjustment in the number of shares of Common Stock issuable upon the
exercise of such Warrants in the event the Company takes any action prior to the
exercise of such Preferred Warrants that may be dilutive to the holders of such
Preferred Warrants.

                  Shares of the Company's Series C Preferred Stock accrue
dividends, payable quarterly (to the extent legally sufficient funds are then
available to the Company), at an annual rate of $60.00 per share. All regularly
declared but unpaid dividends cumulate. Holders of shares of Series C Preferred
Stock are not entitled to vote on any matter affecting the Company stockholders,
except as may be required by law. Holders of the Series C Preferred Stock are
entitled to a $1,000.00 per share liquidation preference (together with all
accrued and unpaid dividends) over the holders of the Company's Common Stock in
the event of liquidation, dissolution or winding up. The shares of Series C
Preferred Rank rank pari passu with approximately 90% of the outstanding shares
of Series A and Series B preferred stock of the Company and subordinate to the
remaining approximate 10% of shares of Series A and Series B preferred stock of
the Company in the event of liquidation, dissolution or winding up. After the
satisfaction of all indebtedness of the Company, holders of Series C Preferred
Stock would then receive any remaining assets in priority to holders of the
Company's Common Stock and on a pari passu basis with the holders of the
Company's Series A and Series B preferred stock.

                  Shares of Series C Preferred Stock are convertible into shares
of the Company's Common Stock at any time at the option of the holder as
follows: if conversion is requested prior to the expiration of the 180-day
period immediately following the Closing, the holder shall be entitled to that
number of shares of Common Stock as equals the quotient of (i) the aggregate
liquidation preference (plus all accrued and unpaid dividends) attributable to
such holder's shares of Series C Preferred Stock divided by (ii) $3.28 (such
price being the average closing price on the Bulletin Board for shares of the
Company's Common Stock for the three trading days immediately preceding the
Closing (the "Initial Conversion Price")); if conversion is requested at any
time following the 180-day period immediately following the Closing, the holder
shall be entitled to that number of shares of Common Stock as equals the
quotient of (y) the aggregate liquidation preference (plus all accrued and
unpaid dividends) attributable to such holder's shares of Series C Preferred
Stock divided by (z) the lesser of (A) the Initial Conversion Price and (B) the
product of (1) 80% multiplied by (2) the closing price on the Bulletin Board (or
the exchange upon which shares of the Company's Common Stock may then be listed)
for shares of the Company's Common Stock on the trading day immediately
preceding the date that conversion is requested.

                  In addition, if, on the 180th day immediately following the
Closing, the closing price on the Bulletin Board (or the exchange upon which
shares of the Company's Common Stock may then be listed) for shares of the
Company's Common Stock is not equal to or greater than twice the Initial
Conversion Price, the Company will issue to each holder of the Series C
Preferred Stock, such number of shares of Common Stock of the Company as is
equal to the difference between (i) the quotient of (a) the aggregate
liquidation preference (plus all accrued and unpaid dividends) attributable to
such holder's shares of Series C Preferred Stock divided by (b) the Initial
Conversion Price and (ii) the quotient of (A) the aggregate liquidation
preference (plus accrued and unpaid dividends) attributable to such holder's
shares of Series C Preferred Stock divided by (B) the product of (1) 90%
multiplied by (2) the Initial Conversion Price.

                  Notwithstanding the foregoing, in the event a holder of Series
C Preferred Stock requests conversion at a time when the Per Share Market Value
(as defined) of the shares of the

                                      - 15 -

<PAGE>



Company's Common Stock is less than $3.00, the Company shall have the right, but
not the obligation, to redeem all such holder's shares of Series C Preferred
Stock by paying to such holder, in cash, a redemption price equal to 120% of the
aggregate liquidation preference attributable to the shares of Series C
Preferred Stock for which conversion has been requested (together with accrued
and unpaid dividends).

                  The Company has further agreed, within the 60-day period
immediately following the Closing, to file with the Securities and Exchange
Commission (the "SEC") a registration statement covering all shares of Common
Stock of the Company issuable upon exercise of the Preferred Warrants and
conversion of the shares of Series C Preferred Stock. The Company has also
covenanted to cause such registration statement to be declared effective by the
SEC within the 180-day period immediately following the Closing. In the event
the Company fails to file such registration statement with the SEC, or the
registration statement is not declared effective by the SEC within the
aforementioned time parameters, the Company has agreed to pay to each holder of
Series C Preferred Stock, on a monthly basis, in cash, an amount equal to the
product of (i) 3% multiplied by (ii) the aggregate liquidation preference
(together with all accrued and unpaid dividends) attributable to such holder's
shares of Series C Preferred Stock.

                  Concurrently with the Closing, the Company also caused
Acquisition Co. to enter into a loan and security agreement with BHC Interim
Funding, L.P., an unaffiliated entity ("BHC"), pursuant to which, among other
things, BHC advanced Acquisition Co. $3.5 million (the "BHC Loan"). The BHC Loan
has a term of 12 months and bears interest at the rate of 13.5% per annum. The
BHC Loan requires monthly interest payments and one balloon payment of principal
at maturity. Acquisition Co.'s obligations to BHC under the BHC Loan have been
secured by Acquisition Co.'s grant to BHC of a first lien on, and security
interest in, all of the capital stock of Travelers (including the capital stock
of all of Travelers' subsidiaries), and a subordinated security interest
covering all of the assets of Travelers (and its subsidiaries). In connection
with the BHC Loan, Acquisition Co. caused Travelers to issue to BHC a warrant
entitling BHC to purchase up to 4.28% of the common stock of Travelers during
the five year period immediately following such warrant's issuance, at an
exercise price of $.01 per share (the "Travelers Warrant"). In addition, the
Company issued to BHC a warrant entitling BHC to purchase up to 200,000 shares
of the Company's Common Stock during the five year period immediately following
such warrant's issuance, at an exercise price of $3.50 per share (such price
being the average closing price on the Bulletin Board for shares of the
Company's Common Stock for the 20 trading day period immediately preceding the
Closing) (the "Finantra Warrant").

         The Travelers Warrant provides further that if the BHC Loan is not paid
in full within the six-month period immediately following the Closing, then BHC
shall be issued additional Travelers Warrants entitling BHC to purchase up to an
additional 3% of the common stock of Travelers at an exercise price of $.01 per
share. In such event, the Finantra Warrant similarly provides that BHC shall be
issued additional Finantra Warrants entitling BHC to purchase up to an
additional 1% of the Common Stock of Finantra at an exercise price equal to the
lesser of (i) $3.50 (the average closing price on the Bulletin Board for shares
of the Company's Common Stock for the five trading day period immediately
preceding the Closing) and (ii) the average closing price for shares of the
Company's Common Stock on the Bulletin Board (or such exchange as shares of the
Company's Common Stock may then be listed) for the five trading day period
immediately preceding the six-month anniversary of the Closing. If the BHC Loan
is not paid in full within the nine month period immediately following the
Closing, then BHC will further be issued (a) Travelers Warrants entitling BHC to
purchase up to an additional 3% of the common stock of Travelers at an exercise
price of $.01 per share and (b) Finantra Warrants entitling BHC to purchase up
to an additional 1.5% of the Common Stock of Finantra at an exercise price equal
to the lesser of (i) $3.50 and (ii) the average closing price on the Bulletin
Board (or such exchange as shares of the Company's

                                     - 16 -

<PAGE>



Common Stock may then be listed) for shares of the Company's Common Stock for
the five trading day period immediately preceding the nine-month anniversary of
the Closing. In such event, Acquisition Co. and the Company also will be jointly
and severally liable to BHC for an additional transaction fee in the amount of
$182,500.

                  The Travelers Warrant further grants BHC the right to put back
to Travelers 25% of BHC's then unexercised Travelers Warrants upon the earlier
of repayment in full of the BHC Loan or the maturity of its term, for $100,000
if such put right is exercised within the 180- day period immediately following
the Closing, $165,000 if such put right is exercised after the 180th day
immediately following the Closing, but on or before the 270th day immediately
following the Closing, and $230,000 if such put right is exercised after the
270th day following the Closing. In addition, beginning on the second
anniversary of the Closing, BHC has the right to put to Travelers the balance of
its unexercised Travelers Warrants in exchange for (i) the higher of (a) a cash
payment equal to $92,000 per 1% of Travelers' common stock underlying the
Travelers Warrant or (b) a cash payment representing the fair market value of
such Travelers Warrant or (ii) registered shares of the Company's Common Stock
valued at the lesser of $3.50 and the average closing price on the Bulletin
Board (or such exchange as shares of the Company's Common Stock may then be
listed) for shares of the Company's Common Stock for the five trading day period
immediately preceding the exercise of the relevant put right described herein.

                  The Company has granted BHC customary registration and other
rights with respect to the shares of the Company's Common Stock issuable upon
the exercise of the Finantra Warrant.

                  In addition, the BHC Loan contains significant monetary
penalties in the event it is not paid in full within the 12-month period
immediately following the Closing.

                  The financial statements of Travelers and the pro forma
financial information required to be filed in accordance with Item 7 of Form 8-K
will be filed by amendment on Form 8-K not later than the date that such
financial statements and pro forma financial information are required to be
filed.

ITEM 6.           EXHIBITS

<TABLE>
<CAPTION>
         No.             Description
         ---             -----------
<S>               <C>
         3.1      Certificate of Designation, Rights and Preferences relating to
                  shares of the Company's Series C 6% Convertible Preferred
                  Stock.*

         10.1     Stock Purchase Agreement, dated October 1999, among the Company, Acquisition
                  Co., Travelers and the Shareholders of Travelers.

         10.2     First Amendment, dated October 1999, to Stock Purchase
                  Agreement dated October 1999 among the Company, Acquisition
                  Co., Travelers and the Shareholders of Travelers.

         10.3     Loan and Security Agreement, dated November 5, 1999, between
                  FINOVA and TAC, TLC and Trace.*

         10.4     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.*


                                     - 17 -

<PAGE>



         10.5     Form of Preferred Warrant.*

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

         10.7     Form of Travelers Warrant.*

         10.8     Form of Finantra Warrant.*

         27       Financial Data Schedule
</TABLE>
         ---------------
         *  To be filed by Amendment.




                                     - 18 -

<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:  November 12, 1999          By: /s/ Robert D. Press
                                       -------------------
                                       ROBERT D. PRESS, Chairman of the Board,
                                          Chief Executive Officer and
                                          Chief Financial Officer
                                          (Principal Executive and Financial
                                          Officer)


                                     - 19 -