UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 
 FORM
10-K/A
 (Amendment
No. 1)
  x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended June 30, 2009
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
  Commission
File Number:  814-00193
  AMERITRANS
CAPITAL CORPORATION
 (Exact
Name of Registrant as specified in its Charter)
 
 
 Delaware
              
              52-2102424(State
      or other Jurisdiction of
                Incorporation
      or Organization)
              
              (I.R.S.
      Employer Identification Nos.)
 
 747
      Third Avenue, 4th
      Floor,
                New
      York, New York 10017
              
              10017(Address
      of Principal Executive Offices)
              
              (Zip
      code)
 Registrants’
telephone number, including area code:(212)
355-2449
  Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 Common
Stock, par value $.0001 per share
 9
3/8% Cumulative Participating Redeemable Preferred Stock (face value
$12.00)
  Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.o YesxNo
  Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.o YesxNo
  Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 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.xYeso
No
  Indicate by check mark if disclosure of
delinquent filers pursuant to item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.x
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act). (Check one):
 
 Large
      Accelerated Filer o
              
              Accelerated Filer
      o
              
              Non-accelerated Filer x
              
              Smaller
      Reporting Company o
  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).o
YesxNo
  The aggregate market value of the
voting stock held by non-affiliates (based upon the closing price of the
Registrants common stock, $.0001 par value of $2.49 per share as reported on the
NASDAQ Capital Market on December 31, 2008) was approximately
$5,552,432.
  The number of outstanding shares of
Registrants common stock, $.0001 par value as of September 16, 2009 was
3,395,583.  The number of shares of Registrants 93⁄8 cumulative participating
redeemable preferred stock as of September 16, 2009 was 300,000.
  
  EXPLANATORY
NOTE
 
 This Amendment No. 1 on
Form 10-K/A amends our Annual Report on Form 10-K for the year ended
June 30, 2009, as filed with the Securities and Exchange Commission on September
28, 2009, to include the information required by Part III of
Form 10-K. The information required by Items 10-14 of Part III of
Form 10-K is no longer being incorporated by reference to the Proxy Statement
relating to the Company's 2009 Annual Meeting of Shareholders. This amendment is
not intended to update or modify any other information presented in the Annual
Report on Form 10-K as originally filed, including with respect to events
occurring subsequent to the original September 28, 2009 filing date of our
Annual Report on Form 10-K.
 
 2
  PART
III
 
 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 Directors
and Executive Officers
 
 The
following table sets forth certain information concerning the directors and
executive officers of Ameritrans:
  Name
              Address
              PositionInterested
      DirectorsMichael
      Feinsod
              c/o
      Ameritrans Capital Corporation
                747
      Third Avenue
                New
      York, New York  10017
              Chief
      Executive Officer, President, Chief Compliance Officer and
      DirectorGary
      C. Granoff
              c/o
      Ameritrans Capital Corporation
                747
      Third Avenue
                New
      York, New York  10017
              Chief
      Financial Officer, Managing Director and Chairman of the Board of
      DirectorsMurray
      Indick
              200
      High Street, Suite 700
                Boston
      MA 02110
              DirectorEllen
      M. Walker
              c/o
      Ameritrans Capital Corporation
                747
      Third Avenue
                New
      York, New York  10017
              Executive
      Vice President and DirectorDisinterested
      DirectorsSteven
      Etra
              55-25
      58th Street
                Maspeth,
      New York
              DirectorIvan
      Wolpert
              c/o
      Ameritrans Capital Corporation
                747
      Third Avenue
                New
      York, New York  10017
              DirectorJohn
      R. Laird
              481
      Canoe Hill Road
                New
      Canaan, Connecticut
              DirectorHoward
      F. Sommer
              139
      East 63rd
      Street
                New
      York, New York 10021
              DirectorPeter
      Boockvar
              c/o
      Miller Tabak + Co
                331
      Madison Avenue
                New
      York, NY 10017
              DirectorOfficers/Interested
      PersonsSilvia
      M. Mullens
              c/o
      Ameritrans Capital Corporation
                747
      Third Avenue
                New
      York, New York  10017
              Senior
      Vice PresidentMargaret
      Chance
              c/o
      Ameritrans Capital Corporation
                747
      Third Avenue
                New
      York, New York  10017
              Vice
      President and SecretaryLee
      Forlenza
              c/o
      Ameritrans Capital Corporation
                747
      Third Avenue
                New
      York, New York  10017
              Senior
      Vice President
 
 3
  Biographical information concerning the
Company’s directors and officers is set forth below.
  Interested
Directors
  Michael Feinsod, age 38, has
been a director of the Company since December 2005, President since November,
2006, Chief Compliance Officer since July 2008 and Chief Executive Officer since
October 10, 2008.  Since 1999, Mr. Feinsod has been a managing member of
Infinity Capital, LLC, an investment management company. Prior to founding
Infinity Capital, LLC, Mr. Feinsod worked as an analyst and portfolio manager
for Mark Boyar & Company, Inc.  Mr. Feinsod is a member of the
board of directors of  The Kingstone Companies, Inc.
 Mr. Feinsod is admitted to practice law in New York and was an
associate in the corporate law department of Paul, Hastings, Janofsky &
Walker LLP from 1996 to 1997.  Mr. Feinsod holds a BA from The George
Washington University and a JD from Fordham University School of
Law.
  Gary C. Granoff, age 61, has been Chairman of
the Board of Ameritrans since its formation and of our wholly-owned subsidiary,
Elk Associate Funding Corporation (“Elk”) since 1996. On October 10, 2008, Mr.
Granoff stepped down as Chief Executive Officer of Ameritrans and took on the
role of Managing Director of Ameritrans.  Mr. Granoff continues to serve as
Chairman of the Board of Directors and Chief Financial Officer of Ameritrans and
President and Chairman of the Board of Elk. Mr. Granoff has been a practicing
attorney for the past thirty five years and is presently an officer and
shareholder in the law firm of Granoff, Walker  Forlenza, P.C. Mr.
Granoff is a member of the bar of the State of New York and the State of Florida
and is admitted to the United States District Court of the Southern District of
New York. Mr. Granoff has served as President and the sole shareholder of
Seacrest Associates, Inc., a hotel operator, since August 1994.  Mr.
Granoff serves as a trustee on the Board of Trustees of The George Washington
University. Mr. Granoff also serves as a Trustee and Vice Chairman of the Board
of the Parker Jewish Institute for Healthcare and Rehabilitation. From September
2005 to February 2009,, Mr. Granoff served as a Member (Commissioner) of the
Village of Kings Point, New York, Zoning Board of Appeals. Since February 2009,
Mr Granoff has served as the Village Justice of the Village of Kings Point, New
York.  Mr. Granoff holds a BBA in Accounting and a JD (with honors)
from The George Washington University.
  Murray A. Indick, age 50, has
been a Director since May 2006.  Mr. Indick is a co-founder of Prides
Capital Partners, LLC, an investment firm specializing in strategic block,
activist investing in the small- and micro-cap arena.  Prior to joining
Prides Capital Partners, LLC, Mr. Indick was partner/general counsel at Blum
Capital, which he joined in 1997. Prior to joining Blum Capital, Mr. Indick was
a partner in the Washington, D.C., office of Dechert Price & Rhoads.
 Mr. Indick practiced law for 10 years with Wilmer, Cutler & Pickering
in Washington, D.C.  Mr. Indick holds a BA from the University of
Pennsylvania and a JD from the Georgetown University Law Center.  Mr.
Indick is a member of the board of directors of Whitney Information Network,
Inc.
  Ellen M. Walker, age 54, has
been an Executive Vice President since 2000 and a director of Ameritrans since
its formation and a Vice President of Elk since July 1983.  Ms. Walker has
been a practicing attorney for more than twenty-five years and she is presently
an officer and shareholder in the law firm of Granoff, Walker & Forlenza,
P.C. Ms. Walker is a member of the Bar of the State of New York and she is
admitted to the United States District Court of the Southern District of New
York.  Ms. Walker received a BA from Queens College and obtained her JD
with honors from Brooklyn Law School.
  Disinterested
Directors
  Peter Boockvar, age 40 is
currently the Equity Strategist at Miller Tabak + Co., LLC., in addition to his
role as a salestrader on the equity desk.  He joined Miller Tabak + Co.,
LLC in 1994 after working in the corporate bond research department at
Donaldson, Lufkin and Jenrette. He is also President of OCLI, LLC and OCLI2,
LLC, farmland real estate investment funds. Mr. Boockvar graduated Magna Cum
Laude with a BBA in Finance from The George Washington University. He also
received an MBA from Baruch College as part of a JD/MBA program at Brooklyn Law
School where he completed one year of law school.
  Steven Etra, age 61, has been
a director of Ameritrans since 1999, and was a Vice President of Elk from
January 1999 to May 2007.  Mr. Etra has been Sales Manager since 1975 of
Manufacturers Corrugated Box Company, a company owned by Mr. Etra’s family for
more than seventy-five years.  Mr. Etra has also been a director of
Titanium Holdings Group, Inc., formerly known as Enviro- Clean of America, Inc.
since March 1999.  Mr. Etra has extensive business experience in investing
in emerging companies.
  4
  Ivan J. Wolpert, age 44, has
been a director of the Company since December 2005.  Mr. Wolpert is a
principal and founder of Belle Harbour Capital, LLC, a real estate investment
firm. He has substantial experience in the real estate industry and currently
owns both residential units and commercial property.  After graduating from
law school, he practiced real estate law and completed his legal career as Of
Counsel at Paul, Hastings, Janofsky & Walker LLP.  Mr. Wolpert holds a
JD from St. John’s University and a BA from Tufts University.
  John R. Laird, age 67, has
been a director of the Company since January 1999. Mr. Laird has been a private
investor since 1994, when he retired from Shearson Lehman Brothers Inc.
(“Shearson”). Mr. Laird served as President and Chief Executive Officer of the
Shearson Lehman Brothers Division of Shearson and as a member of the Shearson
Executive Committee from 1992 to 1994. Mr. Laird was also Chairman and Chief
Executive Officer of The Boston Company, a subsidiary of Shearson, from 1990
until its sale by Shearson in 1993. From 1977 to 1989 Mr. Laird was employed by
American Express in various capacities including Senior Vice President and
Treasurer.  Mr. Laird received a BS in finance and an MBA from Syracuse
University and attended the Advanced Management Program at Harvard Business
School.
  Howard F. Sommer, age 69, has
been a director of the Company since January 1999.  Mr. Sommer is currently
Chief Administrative Officer and Chief Financial Officer and Vice President of
Circa Inc., a nationally-based buyer of pre-owned jewelry.  Mr. Sommer was
President and Chief Executive Officer of New York Community Investment Company
L.L.C., an equity investment fund providing long-term capital to small
businesses throughout the State of New York, from 1995 to 2005.  Mr. Sommer
was President of Fundex Capital Corporation from 1978 to 1995, President of U.S.
Capital Corporation from 1973 to 1995, worked in management consulting from 1971
to 1973 and held various positions at IBM and Xerox Corporations from 1962 to
1971.  Mr. Sommer was also a member of the board for the National
Association of Small Business Investment Companies, serving on its executive
committee from 1989 to 1993 and as Chairman of the Board in 1994.  He
received a BS in electrical engineering from City College of New York and
attended the Graduate School of Business at New York University.
  Officers/Interested
Persons
  Margaret Chance, age 54, has
been Secretary of Ameritrans since its inception and has been Secretary of Elk
and involved in loan administration since November 1980. In August 2000, Ms.
Chance was elected to be a Vice President of the Company. Ms. Chance has served
as the Secretary of GCG, since January 1982. Ms. Chance holds a paralegal
certificate.
  Lee A. Forlenza, age 52,
currently is the Senior Vice President of Ameritrans and Elk.  He has been
a Vice President of Ameritrans since its formation and a Vice President of Elk
since March 1992.  Until December 21, 2005, Mr. Forlenza served as a
director of both Ameritrans and Elk. In August 2000, Mr. Forlenza was elected to
be Senior Vice President of the Company. Mr. Forlenza has been a practicing
attorney since February 1983 and is presently an officer and shareholder in the
law firm of Granoff, Walker & Forlenza, P.C.  Mr. Forlenza was Vice
President of True Type Printing, Inc. from 1976-1995 and has been President
since May 1995. From 1983 through 1986 Mr. Forlenza was an attorney with the
SBA. Mr. Forlenza graduated Phi Beta Kappa from New York University and obtained
his JD from Fordham University School of Law.
  Silvia Maria Mullens, age 58,
currently is the Senior Vice President of Ameritrans and Elk.  Ms. Mullens
has been a Vice President of Ameritrans since its inception, a Vice President of
Elk since 1996, and the Loan Administrator of Elk since February 1994. Ms.
Mullens was named Senior Vice President of Ameritrans and Elk effective January
1, 2007. Prior to joining the Company she was the Legal Coordinator for Castle
Oil Corporation from September 1991 through June 1993 and from June 1993 through
January 1994, a legal assistant specializing in foreclosures in the law firm of
Greenberg & Posner. Ms. Mullens received a BA cum laudefrom Fordham
University and an MBA from The Leonard Stern School of Business Administration
of New York University.
  There is
no arrangement or understanding between any director and any other person
pursuant to which such person was selected as a director. Directors serve until
the next annual general meeting or until a successor is appointed. There is no
family relationship among any directors or executive officers of the
Company.
  5
  Compliance
with Section 16(a) of the 1934 Act
  Section
16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) requires the
Company’s officers and directors, and persons who own more than ten percent
(10%) of the Company’s Common Stock (“Reporting Persons”), to file initial
reports of beneficial ownership and changes in beneficial ownership with the
Securities and Exchange Commission (“SEC”) and to furnish the Company with
copies of all reports filed.
  Based
solely on a review of the forms furnished to the Company, or written
representations from certain reporting persons, the Company believes that as of
June 30, 2009, all changes in beneficial ownership have been disclosed to the
SEC as required by Section 16(a) of the 1934 Act, or have been previously
reported in the Company’s filings with the SEC.
  Corporate
Governance
 
 Code
of Ethics
 
 All
directors, officers and employees of the Company must act ethically and in
accordance with the Company’s Code of Ethics (the “Code of Ethics”). The Code of
Ethics satisfies the definition of “code of ethics” under the rules and
regulations of the SEC and NASDAQ listing standards and is available on the
Company’s website at www.ameritranscapital.com.  The Code of Ethics is also
available in print to anyone who requests it by writing to the Company at the
following address:  Ameritrans Capital Corporation, 747 Third Avenue, 4th
Floor, New York, New York 10017.
 
 Audit
Committee
 
 Ameritrans
has a standing Audit Committee, which is presently comprised of John R. Laird,
Howard Sommer and Peter Boockvar.  The function of the Audit Committee is
to review the Company’s internal accounting control procedures, review the
Company’s consolidated financial statements, and review with the independent
public accountants the results of their audit.   Each current
member of the Audit Committee satisfies the independence requirements of Rule
10A-3 of the Exchange Act and Rules 5605(a)(2)  and 5605(c) of the
NASDAQ listing standards and is financially literate.  In addition,
the Board of Directors has determined that John R. Laird, Chairman of the Audit
Committee, qualifies as an “audit committee financial expert”, as such term is
defined in Item 407 of Regulation S-K.
 
 The
members of the Audit Committee have adopted a formal written charter, the
adequacy of which they will review and assess on an annual basis.  The
Audit Committee Charter is, and any changes or updates thereto will be, posted
on the Company’s internet website at
http://www.ameritranscapital.com.
  6
  ITEM
11.  EXECUTIVE COMPENSATION
 
 Executive
Compensation Discussion and Analysis
 
 Role of the Compensation
Committee
 
 Each
executive officer is employed pursuant to an employment agreement, each of which
is described herein.  The Compensation Committee of the Board establishes
and regularly reviews our compensation philosophy and programs, and exercises
authority with respect to the determination and payment of base and incentive
compensation to our executive officers.
 
 Overview of compensation
structure
 
 Our
compensation structure for named executive officers has historically consisted
of two basic components - a salary (with bonus) and equity compensation. Each of
these components is reflected in the Summary Compensation Table set forth below.
 
 Compensation program objectives and
what our compensation program seeks to reward
 
 Our
executive compensation program is designed to attract and retain our officers
and to motivate them to increase shareholder value on both an annual and longer
term basis primarily by positioning our business for growth and, in the future,
for increasing levels of revenue and net income. To that end, compensation
packages include significant incentive forms of stock-based compensation to
ensure that an executive officer’s interest is aligned with the interests of our
shareholders.
 
 Why each element of compensation is
paid and how the amount of each element is determined
 
 The
following is a brief discussion of each element of our executive officer
compensation. The Compensation Committee intends to pay each of these elements
in order to ensure that a desirable overall mix is established between base
compensation and incentive compensation, cash and non-cash compensation and
annual and long-term compensation. The Compensation Committee also intends to
evaluate on a periodic basis the overall competitiveness of our executive
compensation packages as compared to packages offered in the marketplace for
which we compete with executive talent. Overall, our Compensation Committee
believes that our executive compensation packages are currently appropriately
balanced and structured to retain and motivate our executive
officers.
 
 Salaries.  The cash
salaries paid to the two highest paid executive officers (Messrs. Feinsod
and Granoff) have been incorporated into the terms of employment agreements.
 Copies of our employment agreements with Messrs. Feinsod and Granoff
were filed as exhibits to the Form 8-K filed with the SEC on October 10,
2008.
  Cash
Incentive Compensation.  Cash incentive
or bonus compensation is guaranteed pursuant to their employment agreements with
any additional amounts given at the discretion of the Board at the
recommendation of the Compensation Committee.
 
 Equity
Compensation.  Equity
compensation awards were granted in the past pursuant to written agreements.
 All stock option grants are fully described herein.
 
 How each compensation element fits
into the overall compensation objectives and affects decisions regarding other
elements
 
 In
establishing compensation packages for executive officers, numerous factors are
considered, including the particular executive’s experience, expertise and
performance, the Company’s overall performance and compensation packages
available in the marketplace for similar positions. In arriving at amounts for
each component of compensation, our Compensation Committee strives to strike an
appropriate balance between base compensation and incentive compensation. The
Compensation Committee also endeavors to properly allocate between cash and
non-cash compensation and between annual and long-term compensation. When
considering the marketplace, particular emphasis is placed upon compensation
packages available at a comparable group of peer companies.
  7
  Compensation
Committee Interlocks and Insider Participation
 
 No member
of the Company's Compensation Committee was engaged in a related party
transaction with, or was an officer or employee of, the Company or its
subsidiaries during the fiscal year ended June 30, 2009. There are no
interlocking relationships involving the Company's Compensation Committee and
the board of directors or members of a compensation committee of any other
company that would require disclosure under the executive compensation rules of
the SEC
 
 Compensation
Committee Report
 
 The information contained in this
report shall not be deemed “soliciting material” or to be “filed” with the
Securities and Exchange Commission, nor shall such information be incorporated
by reference into any future filings by Ameritrans Capital Corporation (the
“Company”) under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.
  The
Compensation Committee of the Board is currently comprised of three (3)
independent directors and has the responsibility to:
 
 ·
                establish
      the Company’s compensation philosophy and policies;
  and
 
 ·
                review
      and approve any recommendations for the compensation of our executive
      officers.
 
 To assist
it in administration of the Company’s executive compensation program, the
Compensation Committee has authority to retain independent experts and advisors.
 Based upon the Compensation Committee’s discussions with management and
their review of the Executive Compensation Discussion and Analysis included
below, the members of the Compensation Committee have concluded that the
Executive Compensation Discussion and Analysis included below reflects their
views regarding the compensation philosophy that they are following with respect
to executive compensation and they have recommended that the Executive
Compensation Discussion and Analysis set forth above be included in this
Amendment to Form 10-K on Form 10-K/A.
 
 Respectfully
Submitted,
 The
Compensation Committee:
 Ivan
Wolpert (Chair), John R. Laird and Steven Etra
 
 The
Compensation Committee of the Board has furnished the following report on
executive compensation paid or awarded to executive officers for the fiscal
years ended June 30, 2009 and 2008.
 
 8
  Summary
Compensation Table
 
 The following table sets forth all
remuneration for services rendered to the Company by (i) each of the executive
officers, and (ii) all executive officers as a group during the fiscal years
ended June 30, 2009 and 2008.  No non-employee director received
compensation in excess of $120,000 during that period.
 
 Name
      and
                  Principal
      Position
                Year
                Salary
      ($)
                Bonus
      ($)
                Stock
                  Awards
      ($)
                (A)
                  Option
                  Awards
      ($)
                Non-Equity
                  Incentive
                  Plan
                  Compensation
      ($)
                Nonqualified
                  Deferred
                  Compensation
                  Earnings
      ($)
                (B)
                  All
      Other
                  Compensation
      ($)
                Total
      ($)Gary
      C. Granoff12Chairman,
      Chief Executive Officer, ChiefFinancial Officer, and
      Director
                2009
                674,425
                
                
                
                
                
                89,385
                731,8102008
                361,800
                15,000
                -
                -
                -
                -
                87,318
                464,118Michael
      Feinsod2Chief
      Executive Officer, President andDirector
                2009
                368,425
                15,000
                
                
                
                
                66,413
                449,8382008
                347,610
                15,000
                -
                53,341
                -
                -
                32,500
                448,451Ellen
      M. WalkerExecutive
      Vice Presidentand Director
                2009
                154,928
                
                
                
                
                
                23,239
                178,1672008
                147,551
                -
                -
                -
                -
                -
                22,133
                169,684Silvia
      MullensExecutive
      Vice President
                2009
                134,062
                27,500
                
                
                
                
                24,234
                185,7962008
                125,018
                25,000
                -
                -
                -
                -
                23,103
                173,121Margaret
      ChanceVice
      President and Secretary
                2009
                108,765
                22,500
                
                
                
                
                19,690
                150,9552008
                99,605
                20,000
                -
                -
                -
                -
                18,540
                138,145
  ·
                Officers’
      salaries constitute a major portion of Elk’s total “management expenses,”
      which must be approved by the SBA.  The SBA has approved total
      officer and employee compensation and management expenses of Elk in the
      amounts paid through fiscal 2009.  This amount includes
      officers’ salaries, other salaries, employee benefits, insurance, and
      other management expenses.
  (A)
                Compensation
      expense related to amortized portion of stock option grants received that
      vested during the fiscal year.
  (B)
                Amounts
      received under Simplified Employee Pension Plan, and other
      compensation.
  
 1 Pursuant to a revised employment
agreement, Mr. Granoff received a one-time payment in December 2008 of
$251,150.
 2 Mr. Feinsod became Chief Executive
Officer of the Company effective October 10, 2008 pursuant to an amended and
restated employment agreement as of such date.  In addition,
Mr. Granoff, formerly Chief Executive Officer of the Company, assumed the
title Managing Director pursuant to the terms of an amended and restated
employment agreement dated October 10, 2008.
  9
  Compensation
of Directors
  The following table sets forth certain
information regarding compensation paid to directors that were not named
executive officers during the last completed fiscal year.
  Name
                Fees
      Earned or Paid in Cash($)
                Stock
      Award($)
                (A)
                  Option
      Award ($)
                Non-Equity
      Incentive Plan Compensation ($)
                Nonqualified
      Deferred Compensation Earning ($)
                All
      Other Compensation ($)
                Total
      ($)Murray
      A. Indick
                10,000
                
                
                
                
                2,366
                12,366John
      R. Laird
                22,750
                
                
                
                
                1,851
                24,601Howard
      F. Sommer
                16,000
                
                
                
                
                
                16,000Steven
      Etra
                16,000
                
                7,124
                
                
                
                21,124Ivan
      Wolpert
                16,000
                
                
                
                
                
                16,000Peter
      Boockvar
                17,000
                
                624
                
                
                
                17,624
 
 
 Ameritrans
and Elk have a policy of paying their directors who are not employees fees for
each meeting attended. Since September 24, 2004, non-employee directors have
been paid a fee of $1,000 for each meeting attended.  Since the Company’s
inception, non-employee directors have been paid annual fees of $2,000 per year
in addition to the fees paid for each meeting attended. As of September 24,
2004, Ameritrans began paying the Audit Committee a fee for each committee
meeting attended. Regular members of the Audit Committee are paid $1,000 for
each meeting, and the head of the Audit Committee receives $1,250 for each
meeting.  Fees and expenses paid to non-employee directors were, in the
aggregate, $107,715 for the fiscal year ended June 30, 2009, and $107,806 for
the fiscal year ended June 30, 2008.
  10
  Grants
of Plan-Based Awards
  The following table sets forth certain
information with respect to grants of plan-based awards during the fiscal year
ended June 30, 2009 to members of the Board of Directors and executive
officers.  The exercise price of these options is equal to the closing
price of the Company’s Common Stock on the date of grant, as reported by the
NASDAQ Capital Market.
   Name
                Grant
      Date
                Estimated
      Future Payouts Under
                  Non-Equity
      Incentive Plan Awards
                Estimated
      Future Payouts Under
                  Equity
      Incentive Plan Awards
                All
      Other Stock Awards:  Number of Shares of Stock or Units
      (#)
                All
      Other Option Awards:  Number of Securities Underlying Options
      (#)
                Equity
      Exercise or Base Price of Option Awards ($/Sh)
                Grant
      Date Fair Value of Stock and Option Awards ($)Threshold
      ($)
                Target
      ($)
                Maximum
      ($)
                Threshold
      ($)
                Target
      ($)
                Maximum
      ($)Michael
      Feinsod
                10/10/08
                
                
                
                
                
                
                100,000
                
                2.36
                32,770Silvia
      Mullens
                10/10/08
                
                
                
                
                
                
                15,000
                
                2.36
                4,915Margaret
      Chance
                10/10/08
                
                
                
                
                
                
                10,000
                
                2.36
                3,277
  11
  Outstanding
Equity Awards at June 30, 2009
  The following table sets forth certain
information regarding the total number and aggregate value of stock options held
by members of the Board of Directors and executive officers at June 30,
2009.
  Option
      Awards
                Stock
      AwardsName
                Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
                Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
                Equity
      Incentive Plan Awards:  Number of Securities Underlying Unexercised
      Unearned Options (#)
                Option
      Exercise Price ($)
                Option
      Expiration Date
                Number
      of Shares or Units of Stock that have not Vested (#)
                Market
      Value of Shares or Units of Stock that have not Vested ($)
                Equity
      Incentive Plan Awards:  Number of Unearned Shares, Units or Other
      Rights that have not Vested (#)
                Equity
      Incentive Plan Awards:  Market or Payout Value of Unearned Shares,
      Units or Other  Rights that have not Vested ($)Gary
      C. Granoff
                13,350
                -
                -
                4.95
                10/29/2009
                -
                -
                -
                -Gary
      C. Granoff
                13,350
                -
                -
                6.12
                12/28/2010
                -
                -
                -
                -Ellen
      M. Walker
                5,000
                -
                -
                4.50
                10/29/2009
                -
                -
                -
                -Ellen
      M. Walker
                5,000
                -
                -
                5.56
                12/28/2010
                -
                -
                -
                -Lee
      A. Forlenza
                4,375
                -
                -
                4.50
                10/29/2009
                -
                -
                -
                -Lee
      A. Forlenza
                4,375
                -
                -
                5.56
                12/28/2010
                -
                -
                -
                -Steven
      Etra
                13,888
                
                -
                3.60
                5/19/2013
                -
                -
                -
                -Silvia
      Mullens
                15,000
                -
                -
                2.36
                10/10/2013
                -
                -
                -
                -Silvia
      Mullens
                3,350
                -
                -
                4.50
                10/29/2009
                -
                -
                -
                -Silvia
      Mullens
                3,350
                -
                -
                5.56
                12/28/2010
                -
                -
                -
                -Margaret
      Chance
                10,000
                -
                -
                2.36
                10/10/2013
                -
                -
                -
                -Margaret
      Chance
                3,350
                -
                -
                4.50
                10/29/2009
                -
                -
                -
                -Margaret
      Chance
                3,350
                -
                -
                5.56
                12/28/2010
                -
                -
                -
                -Michael
      R. Feinsod
                100,000
                -
                -
                2.36
                10/10/2013
                -
                -
                -
                -Michael
      R. Feinsod
                60,000
                20,000
                -
                5.28
                varies
      based on vesting thru 11/27/2014
                -
                -
                -
                -Michael
      R. Feinsod
                20,000
                -
                -
                4.50
                10/8/2012
                -
                -
                -
                -Ivan
      Wolpert
                9,433
                -
                -
                5.30
                12/22/2011
                -
                -
                -
                -John
      R. Laird
                8,000
                -
                -
                6.25
                1/12/2010
                -
                -
                -
                -Howard
      F. Sommer
                8,000
                -
                -
                6.25
                1/12/2010
                -
                -
                -
                -Murray
      A. Indick
                10,141
                -
                -
                4.93
                5/9/2012
                -
                -
                -
                -Peter
      Boockvar
                -
                25,538
                -
                1.78
                5/6/2014
                -
                -
                -
                -
  12
  Compensation
Objectives
  The
objectives of Ameritrans’ executive compensation program are to establish
compensation levels designed to enable Ameritrans to attract, retain and reward
executive officers who contribute to the long-term success of Ameritrans so as
to enhance shareholder value. The Board of Directors makes decisions each year
regarding executive compensation, including annual base salaries and bonus
awards, and the Employee Plan Committee, consisting of non-interested directors,
will make decisions each year regarding stock option grants. Option grants are
key components of the executive compensation program and are intended to provide
executives with an equity interest in Ameritrans so as to link a meaningful
portion of the compensation of Ameritrans’ executives with the performance of
Ameritrans’ Common Stock.
  Compensation
Philosophy
  Ameritrans’
executive compensation philosophy is based on the belief that competitive
compensation is essential to attract, motivate and retain highly qualified and
industrious employees. Ameritrans’ policy is to provide total compensation that
is competitive for comparable work and comparable corporate performance. The
compensation program includes both motivational and retention-related
compensation components. Bonuses may be included to encourage effective
performance relative to current plans and objectives. Stock options are included
to help retain productive people and to more closely align their interest with
those of shareholders.
  In
executing its compensation policy, Ameritrans seeks to relate compensation with
Ameritrans’ financial performance and business objectives, reward high levels of
individual performance and tie a significant portion of total executive
compensation to both the annual and long-term performance of Ameritrans. While
compensation survey data are useful guides for comparative purposes, Ameritrans
believes that a successful compensation program also requires the application of
judgment and subjective determinations of individual performance, and to that
extent the Board of Directors applies judgment in reconciling the program’s
objectives with the realities of retaining valued employees.
  Employment
Agreements
  The Company entered into employment
agreements with six (6) of its employees, as described below:
  Michael R. Feinsod.  The
Company entered into an amended and restated employment agreement with Mr.
Feinsod dated as of October 10, 2008, whereby Mr. Feinsod was appointed Chief
Executive Officer, in addition to his duties of President of Ameritrans and
Senior Vice President of Elk.  The amended agreement will continue until
October 31, 2009.  For the period October 10, 2008 through November 30,
2008, Mr. Feinsod will receive a base salary equal to $348,900 per annum.
 For the period December 1, 2008 through October 31, 2009, Mr. Feinsod will
receive base salary equal to $361,800 per annum.  The base salary is
payable in accordance with the normal payroll procedures of the Company.
  Mr. Feinsod will also receive an annual bonus of no less than
$15,000 per year.  Pursuant to the terms of Mr. Feinsod’s employment
agreement, the agreement renews for a period of one year as of November 1,
2009.  The Company and Mr. Feinsod are currently negotiating a
replacement contract in place of the automatic renewal.
  Mr.
Feinsod is also entitled to receive up to an annual aggregate of $32,500
allocated as he shall determine in his sole discretion for certain expenses
including, but not limited to reimbursement for the certain expenses as set
forth in the agreement.  Additionally, Mr. Feinsod will be eligible to
receive an additional bonus in the sole discretion of the Board of Ameritrans.
 The agreement also provides for compensation to Mr. Feinsod if he is
terminated prior to the expiration of his employment term, the exact amount of
which varies depending upon the nature of the termination.  The agreement
also provides for confidentiality and for non-competition and non-solicitation
during the term of the agreement and for one (1) year thereafter.  On
November 27, 2006, the Board of Directors, upon the recommendation of the
Employee Plan Committee, granted Mr. Feinsod options to purchase 80,000 shares
of the Company excisable at $5.28 per Share.  So long as Mr. Feinsod
continues to be employed by the Company, the options vest in four (4) equal
annual installments, with the first installment vesting on the date of grant.
 On October 8, 2007, the Board of Directors, upon the recommendation of the
Employee Plan Committee, granted Mr. Feinsod options to purchase an additional
20,000 shares excisable at $4.50 per Share.  Pursuant to the amended and
restated employment agreement, Mr. Feinsod was granted options to purchase up to
100,000 shares exercisable at $2.36 per share.
  13
  Effective
July 1, 2008, Mr. Feinsod was appointed Chief Compliance Officer (“CCO”) for
both Ameritrans and Elk.  Mr. Feinsod will serve as CCO at the pleasure of
the Board and will be compensated at an additional monthly rate of $500.00
solely for his services as CCO of Ameritrans and a monthly rate of $500.00
solely for his services as CCO of Elk.
  Gary Granoff.  The
Company entered into an amended and restated employment agreement with Gary
Granoff dated as of October 10, 2008, which shall continue until June 30, 2013,
whereby Mr. Granoff relinquished the office of chief executive officer and
assumed the title of Managing Director.  Pursuant to the agreement, for the
period November 1, 2008 through June 30, 2009 Mr. Granoff will be paid
the base sum of $260,850, which shall be paid in monthly installments of
$32,606.25.  In December, 2008, Mr. Granoff received as additional
compensation a single payment of $251,150, which was be deemed to be fully
earned upon execution of the amended and restated employment agreement.
 Commencing July 1, 2009, and for each fiscal year (July 1 to June 30)
during the employment period, Mr. Granoff will be paid a base salary of $465,000
for the period July 1, 2009 through June 30, 2010, $178,000 for the period July
1, 2010 through June 30, 2011, $175,000 for the period July 1, 2011 through June
30, 2012 and $159,000 for the period July 1, 2012 through June 30, 2013.
 During and after the contract term, Mr. Granoff will be subject to certain
confidentiality, non-solicitation and non-competition provisions in favor of the
Company.
  Ellen Walker.  The
Company entered into an amended and restated employment agreement dated February
21, 2006, with Ellen Walker which replaced the employment agreement between the
Company and Ms. Walker dated October 1, 2001.  The agreement automatically
renews for an additional five (5) year term on July 1, 2011, unless either party
gives notice of non-renewal prior to the expiration of that initial term.
 The agreement provides that Ms. Walker be paid an annual base salary which
was $140,525, and increased five percent (5%) each year the agreement is in
effect. The agreement also provides that Ms. Walker will be paid a yearly bonus,
at the discretion of Ameritrans, based on her and the Company’s performance.
 The agreement further provides for compensation to Ms. Walker if she is
terminated prior to the expiration of her employment term, the exact amount of
which varies depending upon the nature of the termination.  If, for
instance, Ms. Walker terminates the employment agreement for good reason (as
defined in the agreement) she is entitled to a lump-sum payment equal to her
salary, as in effect at the time of termination, multiplied by the number of
years remaining under the agreement or two-and-one half years, whichever is
greater. The agreement also provides for confidentiality and for non-competition
and non-solicitation during the term of the agreement and for one (1) year
thereafter.
  Silvia M. Mullens.  The
Company entered into an amended and restated employment agreement dated as of
September 28, 2006, with Silvia Mullens which, effective as of January 1, 2007,
replaces the employment agreement between the Company and Ms. Mullens dated
January 1, 2002.  The agreement automatically renews for an additional five
(5) year term on July 1, 2012, unless either party gives notice of non-renewal
prior to the expiration of that initial term.  The agreement provides that,
commencing January 1, 2007, Ms. Mullens shall assume the role and have the title
of Senior Vice President, and be paid an annual base salary of $122,678 which
increases four percent (4%) each year the agreement is in effect.  The
agreement also provides that Ms. Mullens will be paid a minimum guaranteed
yearly bonus of $10,000.  Additionally, Ms. Mullens shall be eligible to
receive an additional bonus in the sole discretion of the Board of Ameritrans.
 The agreement provides for compensation to Ms. Mullens if she is
terminated prior to the expiration of her employment term, the exact amount of
which varies depending upon the nature of the termination.  The agreement
also provides for confidentiality and for non-competition and non-solicitation
during the term of the agreement and for one (1) year thereafter. On October 10,
2008, the Board of Directors, upon the recommendation of the Employee Plan
Committee, granted to Ms. Mullens options to purchase up to 15,000 Shares
exercisable at $2.36 per Share.
  Margaret Chance. The Company
entered into an amended and restated employment agreement dated as of September
28, 2006, with Margaret Chance, the Company’s Vice President and Secretary,
which, effective as of January 1, 2007, replaced the employment agreement
between the Company and Ms. Chance dated January 1, 2002.  The agreement
automatically renews for an additional five (5) year term on July 1, 2012,
unless either party gives notice of non-renewal prior to the expiration of that
initial term.  The agreement provides that, commencing January 1, 2007, Ms.
Chance be paid an annual base salary of $97,740 which increases four percent
(4%) each year while the agreement is in effect.  The agreement also
provides that Ms. Chance will be paid a minimum guaranteed yearly bonus of
$10,000.  Additionally, Ms. Chance shall be eligible to receive an
additional bonus in the sole discretion of the Board of Ameritrans.  The
agreement provides for compensation to Ms. Chance if she is terminated prior to
the expiration of her employment term, the exact amount of which varies
depending upon the nature of the termination.  The agreement also provides
for confidentiality and for non-competition and non-solicitation during the term
of the agreement and for one (1) year thereafter.  On October 10, 2008, the
Board of Directors, upon the recommendation of the Employee Plan Committee,
granted to Ms. Chance options to purchase up to 10,000 Shares exercisable at
$2.36 per Share.
  14
  Lee Forlenza.  The
Company entered into an amended and restated employment agreement with Lee
Forlenza for a five (5) year term commencing as of July 1, 2006, which replaced
the employment agreements between the Company and Mr. Forlenza dated July 1,
2003 and October 1, 2001.  The agreement automatically renews for a five
(5) year term, unless either party gives notice of non-renewal prior to the
expiration of the initial term.  The agreement provides that Mr. Forlenza
is paid an annual salary, of $87,800 for the twelve months ending July 1, 2007,
and increases four percent (4%) each year the agreement is in effect.  The
agreement also provides that Mr. Forlenza will be paid a yearly bonus based on
his and the Company’s performance, the amount of which is determined by the
Board of Directors but which may not be less than $10,000 for the first five (5)
years of the employment agreement.  If the employment agreement is renewed,
any bonus after the initial term will be paid solely in the discretion of the
Board.  The agreement provides for compensation to Mr. Forlenza if he is
terminated prior to the expiration of his employment term, the exact amount of
which varies depending upon the nature of the termination.  If Mr. Forlenza
terminates the employment agreement for good reason (as defined in the
agreement, he is entitled to a lump-sum payment equal to the sum of his salary,
as in effect at the time of termination, and an amount equal to his salary
multiplied by the number of years remaining under the agreement or two-and-one
half years, whichever is greater.  The agreement also provides for
confidentiality and for non-competition, and for non-solicitation during the
term of the agreement and for one (1) year thereafter.
  Stock
Option Plans
  The
descriptions of the Employee Plan and the Director Plan set forth below are
qualified in their entirety by reference to the text of the plans.
  Employee
Plan
  The
Employee Plan was adopted by the Ameritrans Board of Directors, including a
majority of the disinterested directors, and approved by a stockholder vote, in
order to link the personal interests of key employees to our long-term financial
success and the growth of stockholder value.  An amendment to the Employee
Plan was approved by the stockholders on June 19, 2007.  The amendment
increased the number of shares reserved under the plan from 200,000 to 300,000
shares.
  The
Employee Plan authorizes the grant of incentive stock options within the meaning
of Section 422 of the Internal Revenue Code for the purchase of an aggregate of
300,000 shares (subject to adjustment for stock splits and similar capital
changes) of common stock to our employees.  By adopting the Employee Plan,
the Board believes that we will be better able to attract, motivate, and retain
as employees people upon whose judgment and special skills our success in large
measure depends.  On November 27, 2006 the Board of Directors, upon the
recommendation of the Employee Plan Committee, granted Mr. Feinsod options to
purchase 80,000 shares of Common Stock of the Company exercisable at $5.28 per
Share.  So long as Mr. Feinsod continues to be employed by the Company, the
options vest in four (4) equal annual installments, with the first installment
vesting on the date of grant.  On October 8, 2007 the Board of Directors,
upon the recommendation of the Employee Plan Committee, granted Mr. Feinsod
options to purchase up to an additional 20,000 shares of Common Stock of the
Company exercisable at $4.50 per Share which vested immediately on the date of
grant. Mr. Etra’s employment with the Company was terminated on May 18, 2007.
 Pursuant to the terms of the Employee Plan, Mr. Etra had ninety (90) days
from the date of termination of employment with the Company to exercise 8,750
Shares issuable upon the exercise of five-year options granted under the
Employee Plan.  On August 16, 2007, Mr. Etra exercised 4,375 options at a
purchase price of $4.50 per share.  The remaining 4,375 options terminated,
unexercised. Mr. Etra now serves as a disinterested director of the Company.
 As of June 30, 2008, options to purchase an aggregate of 158,850 shares of
Common Stock were outstanding, with 118,850 Shares fully vested and 141,150
shares of Common Stock were available for future award under the Employee
Plan.
  15
  On
October 10, 2008, the Board of Directors, upon the recommendation of the
Employee Plan Committee, granted several employees options to purchase up to an
aggregate of 133,000 shares of Common Stock of the Company exercisable at $2.36
per Share which vested immediately on the date of grant.  As a result, as
of October 10, 2008, options to purchase an aggregate of 291,850 shares of
Common Stock were outstanding, with 251,850 shares fully vested and 8,150 shares
of Common Stock were available for future award under the Employee
Plan.
  The
Employee Plan is administered by the Employee Plan Committee of the Board of
Directors, which is comprised solely of non-employee directors (who are “outside
directors” within the meaning of Section 152(m) of the Internal Revenue Code and
“disinterested persons” within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the “1934 Act”)).  The committee can make such rules
and regulations and establish such procedures for the administration of the
Employee Plan as it deems appropriate.
  Non-Employee
Director Plan
  A stock
option plan for non-employee directors (the “Director Plan”) was adopted by the
Ameritrans Board of Directors and approved by a stockholder vote, in order to
link the personal interests of non-employee directors to our long-term financial
success and the growth of stockholder value.  The Director Plan is
substantially identical to, and the successor to, a non-employee director stock
option plan adopted by the Board of Directors of Elk and approved by its
stockholders in September 1998 (the “Elk Director Plan”).  Ameritrans and
Elk submitted an application for, and received on August 31, 1999, an exemptive
order relating to these plans from the SEC.
  The
Director Plan provides for the automatic grant of options to directors who are
not employees, officers or interested persons of the Company (an “Eligible
Director”) who are elected and serve one year on the Board of Directors.
 By adopting the Director Plan, the Board believes that the Company will be
better able to attract, motivate, and retain as directors people upon whose
judgment and special skills our success in large measure depends.  The
goal, policy, and purpose of the Director Plan is to attract, motivate and
retain as directors, individuals upon whose judgment and special skills the
Company’s success depends.  As such, the Director Plan, in an effort to
retain these individuals serving on the Board, allows for automatic grants of
new options under the Plan, upon expiration of the initial five (5) year term.
 Upon expiration of these options, and with approval of the Board, new
options may be automatically granted to the Directors, with an exercise price
equal to the last sales price as of the close of business on date of
expiration.
  The total
number of shares for which options may be granted from time to time under the
Director Plan is 75,000 shares.  As of June 30, 2008, options to purchase
an aggregate of 49,462 shares were issued with 35,574 fully vested.  On May
7, 2007, the Company granted a member of the Board of Directors, options to
purchase up to 10,141 shares of Common Stock.  These options vested on May
7, 2008 and are exercisable for five (5) years from the grant date at an
exercise price of $4.93 per Share. The Director Plan is administered by a
committee of directors who are not eligible to participate in the Director Plan.
 On May 19, 2008, the Company granted a member of the Board options to
purchase up to 13,888 shares of Common Stock.  These options vest on May
19, 2009 and are exercisable for five (5) years from the grant date at an
exercise price of $3.60 per Share.  On May 6, 2008, 10,917 options were
cancelled because a Director elected not to stand for re-election to the Board
and opted not to exercise his options.
  Simplified
Employee Pension Plan
  The
Company maintains a simplified employee pension plan covering all eligible
employees of the Company.  During the fiscal years ended June 30, 2009 and
2008, contributions amounted to $171,020 and $125,523,
respectively.
  16
  Compensation
of Chief Executive Officer
  The Board
of Directors has set Michael Feinsod’s total annual compensation at a level it
believes to be competitive with the chief executive officers of similarly
capitalized specialty finance companies. Michael Feinsod, in his capacity as
Chief Executive Officer, is eligible to participate in the same executive
compensation program available to Ameritrans’ other senior executives.
  Stock
Performance Graph
  Although
Ameritrans’ Common Stock is listed on the Nasdaq Capital Market, trading in
Ameritrans’ Common Stock has historically been limited, making it difficult to
meaningfully compare the performance of Ameritrans’ Common Stock to that of
other similar companies or a broad market index. Therefore, Ameritrans has not
included a stock performance graph.
  ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
 
 Security
Ownership of Certain Beneficial Owners and Management
  At the close of business on October 27,
2009, there were outstanding and entitled to vote 3,395,5833 shares of Common Stock of the Company and 300,000 shares of
Participating Preferred Stock.  Each
share of Common Stock and Participating Preferred Stock is entitled to one vote
for each share held.  The following table sets forth certain
beneficial ownership information as to (i) those persons who, to our knowledge,
owned 5% or more of our outstanding common stock or participating preferred
stock as of October 27, 2009, (ii) each of our executive officers and directors,
and (iii) all of our officers and directors as a group.  Except as set
forth below, the address of each person listed below is the address of
Ameritrans.
  NAME
                NUMBER
      OF SHARES OF COMMON STOCK OWNED
                PERCENTAGE
      OF(A)
      OUTSTANDING COMMON STOCK OWNED
                NUMBER
      OF SHARES OF PARTICIPATING PREFERRED STOCK OWNED
                PERCENTAGE
      OF OUTSTANDING PREFERRED STOCK OWNED*Michael
      Feinsod
                461,685
      (1)
                12.84%
                400
                ***Gary
      C. Granoff
                381,041
      (2)
                11.09%
                8,978(a)
                2.80%*Ellen
      M. Walker
                24,574
      (3)
                **
                0
                ***Lee
      A. Forlenza
                29,908
      (4)
                **
                1,000
                **Steven
      Etra
                184,462
      (5)
                5.42%
                0
                **John
      R. Laird
                8,100
      (6)
                **
                0
                **Howard
      F. Sommer
                8,000
      (7)
                **
                1,163
                ***Silvia
      Mullens
                21,993
      (8)
                **
                393
                ***Margaret
      Chance
                20,370
      (9)
                **
                220(b)
                **Peter
      Boockvar
                  c/o
      Miller Tabak + Co.,
                  331
      Madison Avenue
                  New
      York, NY 10017
                11,600
      (10)
                **
                0
                **Ivan
      Wolpert
                  19
      Fulton Street, Suite 301
                  New
      York, NY  10038
                23,816
      (11)
                **
                0
                ***Murray
      Indick
                  200
      High Street, Suite 700
                  Boston,
      MA  02110
                10,141
      (12)
                **
                0
                **
  3 Does not include 10,000 shares of
Common Stock held by a subsidiary of the Company not entitled to
vote.
  17
  NAME
                  NUMBER
      OF SHARES OF COMMON STOCK OWNED
                  PERCENTAGE
      OF(A)
      OUTSTANDING COMMON STOCK OWNED
                  NUMBER
      OF SHARES OF PARTICIPATING PREFERRED STOCK OWNED
                  PERCENTAGE
      OF OUTSTANDING PREFERRED STOCK OWNEDPrides
      Capital Partners, LLC
                    200
      High Street, Suite 700
                    Boston,
      MA 02110
                  1,068,375
      (13)
                  29.52%
                  0
                  **Mitchell
      Partners L.P.
                    3187-D
      Airway Avenue
                    Costa
      Mesa, CA 92626
                  289,210
      (14)
                  8.45%
                  28,142
                  9.38%All
      Officers and Directors, as a group (12 persons)***
                  778,993
                  22.94%
                  11,654
                  3.82%
  (A)
                Ownership
      percentages are based on 3,395,583 shares of Common Stock outstanding as
      of October 27, 2009. Under the rules of the Securities and Exchange
      Commission, shares of Common Stock that an individual has a right to
      acquire within 60 days from October 27, 2009, pursuant to the exercise of
      options, warrants or other convertible securities, are deemed to be
      outstanding for the purpose of computing the percentage ownership of such
      person, but are not deemed to be outstanding for the purpose of computing
      the percentage of ownership of any other person shown in the
      table.
  *
                  Michael
      Feinsod, Gary C. Granoff, Murray Indick, Ellen M. Walker (directors),
      Margaret Chance, Lee Forlenza, and Silvia Mullens (officers), are each
      “interested persons” with respect to Ameritrans, as such term is defined
      in the 1940 Act.
  **
                  Less
      than 1%.
  ***
                  All
      Officers and Directors: Michael Feinsod, Gary C. Granoff, Ellen M. Walker,
      Steven Etra, Margaret Chance, Silvia Mullens, Lee Forlenza, Murray Indick,
      John R. Laird, Howard F. Sommer, Ivan Wolpert and Peter Boockvar. Shares
      of Common Stock that all officers and directors have a right to acquire
      within 60 days from October 27, 2009, pursuant to the exercise of options,
      warrants or other convertible securities, are not deemed to be outstanding
      for the purpose of computing the aggregate percentage of Common Stock
      owned for all officers and
directors.
  (1)
                Includes
      (1) 14,950 shares held by Mr. Feinsod in his IRA account, (2) 180,000
      shares issuable to Mr. Feinsod upon the exercise of five-year options
      granted pursuant to the 1999 Employee Incentive Stock Option Plan, as
      amended (the “Employee Plan”), (3) 20,000 shares issuable to Mr. Feinsod
      upon the exercise of five year options granted pursuant to the Employee
      Plan not fully vested.  Such options vest on November 27, 2009,
      (4) 230,235 shares held by Infinity Capital Partners, L.P (“Infinity”),
      (5) 14,000 shares held by Shoulda Partners, L.P. (“Shoulda”), and (6)
      2,500 shares issuable to Shoulda upon the exercise of the Private Offering
      Warrants.  Because Mr. Feinsod is a controlling person of
      Infinity and a general partner of Shoulda, he may also be deemed to be a
      beneficial owner of securities held by Infinity and
    Shoulda.
  (2)
                Includes
      (i) 153,180 shares owned directly by Mr. Granoff; (ii) 16,900 shares owned
      by The Granoff Family Foundation, a charitable foundation for which Mr.
      Granoff and his mother and brother are trustees; (iii) 261 shares held by
      GCG Associates Inc., a corporation controlled by Mr. Granoff; (iv) 78,584
      shares owned by DAPARY Management Corp., a corporation controlled by Mr.
      Granoff; (v) 12,000 shares owned by J & H Associates Ltd. Pts., a
      partnership whose general partner is GCG Associates Inc., a corporation
      controlled by Mr. Granoff; (vi) 71,979 shares, and 2,500 shares issuable
      upon the exercise of five (5) year warrants granted pursuant to the
      Company’s July 29, 2005 offering of common stock and warrants (the
      “Private Offering Warrants”) held by Mr. Granoff in various IRA or pension
      accounts, (vii) 6,000 shares held in an irrevocable qualified subchapter s
      trust for the benefit of Mr. Granoff’s son whereby Mr. Granoff is the
      trustee, and (viii) 26,700 shares issuable upon exercise of five-year
      options granted under the Employee Plan, and (ix) 12,937 shares owned
      directly by Leslie Granoff, Mr. Granoff’s wife, of which shares he
      disclaims beneficial ownership.  Excludes 47,855 shares held by
      JR Realty Corp., a company owned in part and controlled in part by Mr.
      Granoff’s wife.
  18
  (a)
                Includes
      (i) 500 shares of Participating Preferred Stock owned by DAPARY Management
      Corp., a corporation controlled by Mr. Granoff; (ii) 1,000 shares of
      Participating Preferred Stock owned by J & H Associates Ltd. Pts., a
      partnership whose general partner is GCG Associates Inc., a corporation
      controlled by Mr. Granoff; (iii) 6,478 shares of Participating Preferred
      Stock held by Mr. Granoff in various IRA or pension accounts, and (iv)
      1,000 shares of Participating Preferred Stock directly owned by Leslie
      Granoff, Mr. Granoff’s wife, as to which shares Mr. Granoff disclaims
      beneficial ownership.
  (3)
                Includes
      (i) 14,374 shares held directly by Ms. Walker, (ii) 200 shares held by Ms.
      Walker as custodian for her son, and (iii) 10,000 shares issuable upon the
      exercise of five-year options granted under the Employee
    Plan.
  (4)
                Includes
      (i) 26,678 shares held directly by Mr. Forlenza, (ii) 3,230 shares held
      for the benefit of Mr. Forlenza’s IRA, and (iii) 8,750 shares
      issuable upon the exercise of five-year options granted under the Employee
      Plan.
  (5)
                Includes
      (i) 55,472 shares of common stock, $.0001 par value (the “Shares”) held
      directly by Mr. Etra; (ii) 29,022 Shares owned jointly by Mr. Etra and his
      wife; (iii) 27,000 Shares held by Mr. Etra’s wife; (iv) 39,080 Shares held
      by Fiserv Securities Inc. for the benefit of Mr. Etra’s IRA; (v) 10,000
      Shares held by SRK Associates LLC, a limited liability company controlled
      by Mr. Etra, (vi) 10,000 Shares held by Lance’s Property Development Corp.
      Pension Plan, of which Mr. Etra is a trustee, and (vii) options to
      purchase up to 13,888 Shares granted under the Non-Employee Director Stock
      Option Plan (the “Director Plan”).
  (6)
                Includes
      100 shares owned directly by Mr. Laird and 8,000 shares issuable upon
      exercise of five-year options granted under the Director
    Plan.
  (7)
                8,000
      shares issuable upon exercise of five-year options granted under the
      Director Plan.
  (8)
                Includes
      (1) 293 shares of Common Stock held in a pension plan and (2) 21,700
      shares issuable upon the exercise of five-year options granted under the
      Employee Plan.
  (9)
                Includes
      (i) 1,200 shares owned directly by Ms. Chance, (ii) 200 shares held by Ms.
      Chance as custodian for her daughter, Alexis Chance, (iii) 50 shares held
      directly by her daughter, Alexis Chance, (iv) 2,220 shares held by Ms.
      Chance in various IRA or pension accounts, and (v) 16,700 shares issuable
      upon the exercise of five-year options granted under the Employee
      Plan.
  (b)
                Participating
      Preferred Stock held in a pension
account.
  (10)
                Includes
      an aggregate of 7,600 shares held individually by Mr. Boockvar or jointly
      with Mr. Boockvar’s wife.  Excludes options to purchase up to
      25,538 shares issuable upon exercise of five-year options granted under
      the Director Plan not yet vested.  These options vest on May 6,
      2010.
  (11)
                Mr.
      Wolpert is a principal of Belle Harbour Capital,
      L.L.C.  Includes (i) 7,974 shares owned directly by Mr. Wolpert,
      (ii) 1,068 shares issuable to Mr. Wolpert upon the exercise of Private
      Offering Warrants, (iii) 9,433 shares issuable upon the exercise of
      five year options granted under the Director Plan, (iv) 4,273 shares held
      by Belle Harbour Capital, L.L.C., and (v) 1,068 shares issuable to Belle
      Harbour Capital, L.L.C. upon the exercise of the Private Offering
      Warrants.  Mr. Wolpert disclaims beneficial ownership of the
      shares held by Belle Harbour Capital, L.L.C., except to the extent of his
      pecuniary interest therein.
  (12)
                Includes
      10,141 shares issuable upon exercise of five-year options granted under
      the Director Plan.  Murray A. Indick is a Partner of Prides
      Capital Partners, L.L.C.  Excludes (i) 854,700 shares held
      directly by Prides Capital Fund I, L.P., and (ii) 213,675 shares issuable
      to Prides Capital Fund I, L.P. upon the exercise of the Private Offering
      Warrants.  Because Prides Capital Partners, L.L.C. is the
      general partner of Prides Capital Fund I, L.P., Prides Capital Partners,
      L.L.C. may be deemed the beneficial owner of the securities held by Prides
      Capital Fund I, L.P.  Because Mr. Indick is a controlling member
      of Prides Capital Partners, L.L.C., he may also be deemed to be a
      beneficial owner of securities deemed to be beneficially owned by Prides
      Capital Partners, L.L.C.  Mr. Indick disclaims beneficial
      ownership of the shares held directly or indirectly by Prides Capital
      Partners, LLC except to the extent of his pecuniary interest
      therein.
  19
  (13)
                Includes
      (i) 854,700 shares held directly by Prides Capital Fund I, L.P., and (ii)
      213,675 shares issuable to Prides Capital Fund I, L.P. upon the exercise
      of the Private Offering Warrants.  Because Prides Capital
      Partners, L.L.C. is the general partner of Prides Capital Fund I, L.P.,
      Prides Capital Partners, L.L.C. may be deemed the beneficial owner of the
      securities held by Prides Capital Fund I,
L.P.
  (14)
                Includes
      274,210 shares owned directly by Mitchell Partners L.P. and 15,000 shares
      issuable to Mitchell Partners upon the exercise of the Private Offering
      Warrants, based solely upon the most recent ownership filing of Mitchell
      Partners L.P.
  Except
pursuant to applicable community property laws or as described above, each
person listed in the table above has sole voting and investment power, and is
both the owner of record and the beneficial owner of his or her respective
shares.
 
 For as long as certain persons listed
above hold five percent (5%) or more of the Company’s outstanding Common Stock,
they will be deemed to be “affiliated persons” of the Company, as such term is
defined in the Investment Company Act of 1940, as amended (the “1940
Act”).
  Equity
Compensation Plan Information
  The
following table details information regarding the Company’s existing equity
compensation plans as of June 30, 2009:
  Plan
      Category
                (a)
                (b)
                (c)Number
      of securities to be issued upon exercise of fully vested outstanding
      options
                Weighted-average
      Exercise price of fully vested options
                Number
      of securities Remaining available for future issuance under equity
      compensation Plans (excluding securities reflected in column
      (a))Equity
      compensation plans approved by security holders
                366,850(1)
                $3.90
                8,150(1)Equity
      compensation plans not approved by security holders(2)
                --
                --
                --Totals
                366,850
      (1)
                $3.90
                8,150(1)
  (1)
                Includes
      fully vested options to purchase up to 118,850 shares of Common Stock
      granted to employees under the 1999 Employee Plan and options to up
      purchase to 35,574 shares granted to non-employee directors under the
      Non-Employee Director Plan. See “Stock Option Plans.” Does not include
      options to purchase up to 40,000 shares of Common Stock granted under the
      1999 Employee Plan, and 13,880 shares granted to non-employee directors
      under the Non-Employee Director Plan which are not fully
      vested.
  (2)
                  All of our compensation plans
      have been approved by our
  stockholders.
   ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
  Ameritrans
Capital has procedures in place for the review, approval and monitoring of
transactions involving the Company and certain persons related to the Company.
As a BDC, the Company is prohibited under the 1940 Act from participating in
certain transactions with certain of its affiliates without the prior approval
of the Independent Directors and, in some cases, the SEC. The affiliates with
which the Company may be prohibited from transacting include its officers,
directors and employees and any person controlling or under common control with
the Company.
  20
  In the
ordinary course of business, Ameritrans Capital may enter into transactions with
portfolio companies that may be considered related party transactions. We have
implemented certain procedures, both written and unwritten, to ensure that we do
not engage in any prohibited transactions with any persons affiliated with us.
If such affiliations are found to exist, we seek Board and/or committee review
and approval or exemptive relief for such transactions, as
appropriate.
  In
addition, the Company adopted and maintains a code of ethics pursuant to Rule
17j-1 under the 1940 Act that establishes procedures for personal investments
and restricts certain personal securities transactions. Personnel subject to the
code may invest in securities for their personal investment accounts, including
securities that may be purchased or held by the Company, so long as such
investments are made in accordance with the code’s requirements and applicable
law. A copy of the code of ethics is available on the Corporate Governance
section of the Company’s website at www.ameritranscapital.com.
  The
Company pays legal fees, on a fixed or hourly basis, for loan closing services
relating to loans other than New York taxi and radio car loan closings to
Granoff, Walker & Forlenza, P.C. (“GWF”) whose stockholders are officers and
directors of the Company. The Company paid GWF approximately $30,000 and $60,000
in fees during the fiscal years ended June 30, 2009 and 2008,
respectively.  The Company generally charges its borrowers loan
origination fees to generate income to offset the legal fees paid by the Company
for loan closing services.
  On July
1, 2001 the Company entered into a sublease agreement with GWF.  This
sublease, as amended, expires April 2014.  Commencing on July 1, 2009,
the Company’s rent share is currently $13,139 per month, an increase from
$12,271 per month in the prior year, and subject to periodic escalations and
annual increases as per the master lease agreement between the landlord and
Granoff, Walker and Forlenza.  The Company is presently utilizing 48%
of the rented space and therefore committed to the minimum 48% utilization
factor on all rent, additional rent and electricity charges billed by the
landlord, subject to annual increases as per the master lease agreement between
the landlord and the law firm.  In the event that more space is
utilized, the percentage of the total rent shall be increased
accordingly.  Until the Company utilizes the additional space,
Granoff, Walker and Forlenza sublets the additional space to unaffiliated
tenants.  In the event all or a portion of the additional space is
vacant, the Company has agreed to reimburse GWF for the rent applicable to such
vacant space.  During the year ended June 30, 2009 no amounts were
paid relating to this space.  Rent expense under the lease amounted to
$166,429 and $151,165 for the years ended June 30, 2009 and 2008,
respectively.
  In
addition, the Company was also obligated to pay for its share of overhead
expense as noted in the above lease agreement.  Under the extended
lease agreement, the minimum amount is $3,500 a month, and the Company is also
required to reimburse the affiliated entity for certain office and salary
costs.  Overhead costs and reimbursed office and salary expenses
amounted to $64,286 and $68,598 for the years ended June 30, 2009 and 2008,
respectively.
  Effective
July 1, 2003, the Company entered into a ten-year sublease for additional office
and storage space, as part of the Company’s disaster recovery plan with another
entity in which an officer and director of the Company has a financial
interest.  The sublease calls for rental payments ranging from $38,500
to $54,776 per annum from the first year ended June 30, 2004 through the year
ending June 30, 2013.  The sublease contains a provision that either
party may terminate the lease in years seven through ten with six months’
notice.  Rent expense under the lease amounted to $49,787 and $48,739
for the years ended June 30, 2009 and 2008, respectively.
  The
Company utilizes a relative of an officer of the Company to perform part-time
administrative services.  This individual is paid per hour for
administrative work he performs for the Company.  For the fiscal years
ending June 30, 2009 and 2008, he was paid an aggregate of $9,085 and $15,926,
respectively.
  The
Company pays printing fees to a company partially owned by an officer and
stockholder of the Company.  An aggregate of $8,760 and $8,609 during
the years ended June 30, 2009 and 2008, respectively was paid for these
services.
  21
  Director
Independence
 
 The NASDAQ Marketplace Rules require
that a majority of our directors be “independent directors” as such term is
defined in NASDAQ Marketplace Rule 5605(a)(2) . For a director to be considered
independent, the Board must determine that the director (and in some cases,
members of a director’s immediate family) does not have, or in the past three
years has not had, certain direct or indirect material relationships with us,
our external auditors or other persons doing business with us. The Board has
affirmatively determined that five of our nine directors have no material direct
or indirect relationship with us and qualify as independent directors pursuant
to the corporate governance standards of NASDAQ as well as an evaluation of
factors specific to each director. The independent directors are John R. Laird,
Ivan Wolpert, Peter Boockvar, Steven Etra and Howard Sommer.
 
 In the
course of the determination by the Board regarding the independence of each
non-employee director, the Board considered the beneficial ownership of such
director or his or her affiliates in our company as well as any transactions or
arrangements that each director has with us.
 
 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  Audit
Fees
  Fees for audit services billed in
fiscal 2009 and 2008 were $298,832 and $195,600, respectively and consist of the
annual audit of the Company’s consolidated financial statements and interim
reviews of the quarterly consolidated financial statements.  Also
included are services in connection with stand-alone financial statements of Elk
Associates Funding Corporation, which are required by the SBA.
  Audit-Related
Fees
  There
were no fees for audit related services by the Company’s independent registered
accountants for the years ended June 30, 2009 and 2008, that are not reported
under the caption “Audit Fees” above.
  Tax
Fees
  There were no fees for professional
services rendered by the Company’s independent registered accountants for tax
compliance, tax advice, and tax planning for the years ended June 30, 2009 and
2008, that are not reported under the caption “Audit Fees” above.
  Other
Fees
  There were no other fees for
professional services rendered by the Company’s independent registered
accountants for the years ended June 30, 2009 and 2008, that are not reported
under the caption “Audit Fees” above.
  EXHIBIT
INDEX
 
 Exhibit
      Number
                
                Description31.1
                
                Sarbanes-Oxley
      Certification s.302 CEO, dated October 28, 200931.2
                
                Sarbanes-Oxley
      Certification s.302 CFO, dated October 28, 200932.1
                
                Sarbanes-Oxley
      Certification – CEO, dated October 28, 2009 (furnished
    only)32.2
                
                Sarbanes-Oxley
      Certification – CFO, dated October 28, 2009 (furnished
    only)
  22
 
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 28th day of October,
2009.
  AMERITRANS
      CAPITAL CORPORATIONBy:
                  /s/
      Michael R. FeinsodMichael
      R. FeinsodChief
      Executive OfficerPresident
  As
required by the Securities Exchange Act of 1934, this report has been signed by
the following persons in the capacities and on the dates indicated.
  23
  SIGNATURE
                
                TITLE
                
                DATE/s/
      Gary C. Granoff
                  -----------------------------
                  Gary
      C. Granoff
                
                Chairman
      of the Board of Directors, Managing Director and
       Chief Financial Officer
                
                October
      28, 2009/s/
      Michael Feinsod
                  -----------------------------
                  Michael
      Feinsod
                
                Chief
      Executive Officer, President, Chief Compliance Officer and
      Director
                
                October
      28, 2009/s/
      Ellen M. Walker
                  -----------------------------
                  Ellen
      M. Walker
                
                Executive
      Vice President and Director
                
                October
      28, 2009/s/
      Murray A. Indick
                  -----------------------------
                  Murray
      A. Indick
                
                Director
                
                October
      28, 2009/s/
      Steven Etra
                  -----------------------------
                  Steven
      Etra
                
                Director
                
                October
      28, 2009/s/
      John R. Laird
                  -----------------------------
                  John
      R. Laird
                
                Director
                
                October
      28, 2009/s/
      Howard F. Sommer
                  -----------------------------
                  Howard
      F. Sommer
                
                Director
                
                October
      28, 2009/s/
      Ivan Wolpert
                  -----------------------------
                  Ivan
      Wolpert
                
                Director
                
                October
      28, 2009/s/
      Peter Boockvar
                  -----------------------------
                  Peter
      Boockvar
                
                Director
                
                October
      28, 2009