SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-Q/A

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the Quarterly Period Ended March 31, 2000

                                       or

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange  Act of 1934  for  the  transition  period  from  ____________  to
     ____________

                         Commission File Number 0-22153

                                   ----------

                         AMERITRANS CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                     52-2102424
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                      Identification No.)

          747 Third Avenue
            Fourth Floor
         New York, New York                                   10017
      (Address of Registrant's                             (Zip Code)
     principal executive office)

       Registrant's telephone number, including area code: (800) 214-1047

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.

                             Yes [X]           No [  ]

        The number of shares of Common Stock, par value $.0001 per share,
                    outstanding as of May 5, 2000: 1,745,600

<PAGE>


                         AMERITRANS CAPITAL CORPORATION

                                   FORM 10-Q/A

Purpose of Amendment

In connection with Ameritrans Capital Corporation (the "Company")  acquiring all
of the outstanding  shares of Elk Associates  Funding  Corporation  ("Elk"),  on
December  16,  1999 in a share for share  exchange,  the  Company  adjusted  its
accounting  treatement for legal,  accounting and other costs  (Recapitalization
costs)  associated  with  this  share  exchange.  As  adjusted,  such  costs are
reflected as an expense of the period instead of a charge to additional  paid in
capital.  As a result of this  adjustment,  the unaudited  consolidated  balance
sheet as of March 31, 2000, the unaudited consolidated  statements of operations
for the three and nine months ended March 31, 2000,  the unaudited  consolidated
statement  of cash  flows  for the nine  months  ended  March  31,  2000 and the
disclosures in the notes to the unaudited consolidated financial statements have
been  restated  to  reflect  this  adjustment.  (Please  see Part I, Item 1). In
addition,  "Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations" has been updated to reflect this change. (Please see Part
I Item 2).


                                       -i-

<PAGE>


                         AMERITRANS CAPITAL CORPORATION

                                   FORM 10-Q/A

                                Table of Contents


<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S>                                                                                                <C>
Item 1.  Financial Statements ..................................................................    1
             Consolidated  Balance  Sheets as of March 31, 2000
               (unaudited) and June 30, 1999 ...................................................    2
             Consolidated  Statements of Operations --For the Three Months
               and Nine Months Ended March 31, 2000 and 1999 (unaudited) .......................    4
             Consolidated  Statements of Cash Flows -- For the Nine
               Months Ended March 31, 2000 and 1999 (unaudited) ................................    5
             Notes to Consolidated Financial Statements ........................................    7
Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations ...............................................   15
           Signatures ..........................................................................   17
</TABLE>


                                      -ii-


<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

On December 16, 1999, the Company  acquired Elk in a  share-for-share  exchange.
Prior to the acquisition,  Elk had been operating  independently and the Company
had no operations. The consolidated balance sheet of the Company as of March 31,
2000, the related  statements of operations,  and cash flows for the nine months
ended March 31, 2000 and March 31, 1999 included in Item 1 have been prepared by
the  Company,  without  audit,  pursuant  to the  rules and  regulations  of the
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  In  the  opinion  of  management,  the  accompanying  consolidated
financial  statements include all adjustments  (consisting of normal,  recurring
adjustments)  necessary to summarize fairly the Company's financial position and
results of operations. The results of operations for the nine months ended March
31, 2000 are not  necessarily  indicative of the results of  operations  for the
full year or any other interim period. These financial statements should be read
in conjunction with the audited financial  statements and notes thereto included
in the Elk's  Annual  Report on Form  10-K/A for the fiscal  year ended June 30,
1999 as filed with the Commission.


                                       -1-

<PAGE>

                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                  March 31, 2000 (Unaudited) and June 30, 1999

                                     ASSETS

<TABLE>
<CAPTION>
                                                          March 31, 2000       June 30, 1999*
                                                           --------------       -------------
<S>                                                         <C>                 <C>
Loans receivable ...................................        $ 58,583,357        $ 51,103,932
Less: allowance for loan losses ....................            (380,000)           (380,000)
                                                            ------------        ------------

                                                              58,203,357          50,723,932
Cash and cash equivalents ..........................             139,868             542,290
Accrued interest receivable ........................             802,056             714,626
Assets acquired in satisfaction of loans ...........             612,491             612,491
Receivables from debtors on sales of assets acquired
    in satisfaction of loans .......................             754,202             409,939
Equity securities ..................................             728,050             909,386
Furniture, fixtures and leasehold improvements, net              116,318             105,440
Prepaid expenses and other assets ..................             475,860             492,697
                                                            ------------        ------------

                    TOTAL ASSETS ...................        $ 61,832,202        $ 54,510,801
                                                            ============        ============
</TABLE>


*    Restated

   The accompanying notes are an integral part of these financial statements.


                                       -2-

<PAGE>


                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                  March 31, 2000 (Unaudited) and June 30, 1999

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                   March 31, 2000    June 30, 1999*
                                                                   --------------    --------------
<S>                                                                 <C>                <C>
LIABILITIES
        Debentures payable to SBA ..........................        $ 8,880,000        $ 8,880,000
        Notes payable, banks ...............................         38,600,000         31,000,000
        Accrued expenses and other liabilities .............            443,147            223,458
        Accrued interest payable ...........................            403,189            354,918
        Dividends payable ..................................            296,752            314,208
                                                                    -----------        -----------

             TOTAL LIABILITIES .............................         48,623,088         40,772,584
                                                                    -----------        -----------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
        Common stock, $.0001 par value: 5,000,000 shares
        authorized; 1,745,600 shares issued and outstanding,                175                175
        Additional paid-in-capital .........................         13,471,474         13,214,558
        Restricted capital .................................                -0-            256,916
        Accumulated (deficit) retained earnings.............           (374,289)             4,815
        Accumulated other comprehensive income .............            111,754            261,753
                                                                    -----------        -----------

             TOTAL STOCKHOLDERS' EQUITY ....................         13,209,114         13,738,217
                                                                    -----------        -----------

             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....        $61,832,202        $54,510,801
                                                                    ===========        ===========
</TABLE>


*    Restated

   The accompanying notes are an integral part of these financial statements.


                                       -3-

<PAGE>


<TABLE>
<CAPTION>
                                           AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             (UNAUDITED)

                                 For the Three Months and Nine Months Ended March 31, 2000 and 1999


                                                Three Months Ended     Three Months Ended    Nine Months Ended    Nine Months Ended
                                                  March 31, 2000        March 31, 1999        March 31, 2000       March 31, 1999
                                                ------------------     ------------------    -----------------    -----------------
<S>                                                <C>                     <C>                    <C>                  <C>
INVESTMENT  INCOME
  Interest on loans  receivable                    $1,612,746              $1,328,597             $4,519,669           $3,804,341
  Fees and other income                               118,675                  77,424                409,991              296,628
  Gain on sales of equity sec                          90,748                     -0-                166,917                  -0-
                                                  -----------             -----------            -----------          -----------

       TOTAL INVESTMENT INCOME                      1,822,169               1,406,021              5,096,577            4,100,969
                                                  -----------             -----------            -----------          -----------

OPERATING EXPENSES
     Interest                                         887,450                 612,482              2,433,497            1,804,597
     Salaries  and employee  benefits                 202,743                 157,218                483,871              431,701
     Legal fees                                        94,495                  77,874                332,044              222,135
     Miscellaneous  administrative expenses           169,809                 172,683                607,726              582,690
     Loss on assets acquired in
        satisfaction of loans, net                     30,240                   5,164                 32,175                5,432
     Directors' fee                                    11,625                  13,000                 31,875               26,250
     Bad debt expense                                  89,080                  52,500                170,130              101,465
     Recapitalization Costs                            77,104                                        423,045
                                                  -----------             -----------            -----------          -----------

TOTAL OPERATING EXPENSES                            1,562,546               1,090,921              4,514,363            3,174,270
                                                  -----------             -----------            -----------          -----------

OPERATING INCOME                                      259,623                 315,100                582,214              926,699

       NET INCOME BEFORE INCOME TAXES                 259,623                 315,100                582,214              926,699

INCOME TAXES (Benefit)                                  6,712                     224                 18,695                  (69)
                                                  -----------             -----------            -----------          -----------
       NET INCOME                                    $252,911                $314,876               $563,519             $926,768
                                                  ===========             ===========            ===========          ===========

WEIGHTED AVERAGE SHARES OUTSTANDING
     BASIC                                          1,745,600               1,745,600              1,745,600            1,745,600
     DILUTED                                        1,748,360               1,750,475              1,748,360            1,750,475
                                                  ===========             ===========            ===========          ===========


NET INCOME PER COMMON SHARE
     BASIC                                             $.1449                  $.1803                 $.3228               $.5309
     DILUTED                                           $.1447                  $.1799                 $.3223               $.5294
                                                  ===========             ===========            ===========          ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       -4-

<PAGE>


                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                For the Nine Months Ended March 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                    March 31, 2000    March 31, 1999
                                                                    --------------    --------------
<S>                                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                        $  563,519        $  926,768
                                                                     -----------       -----------

    Adjustments  to  reconcile  net  income to net cash
        provided  by  operating activities:
        Depreciation and amortization                                     37,485            28,194
        Increase in accrued interest receivable                          (87,430)         (139,100)
       (Increase) decrease in prepaid expenses and other assets           16,837          (147,540)
        Increase in accrued expenses and other liabilities               219,689            73,532
        Increase (decrease) in accrued interest payable                   48,271            (2,872)
                                                                     -----------       -----------

            TOTAL ADJUSTMENTS                                            234,852          (187,786)
                                                                     -----------       -----------

             NET CASH PROVIDED BY OPERATING ACTIVITIES                   798,371           738,982
                                                                     -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
        Net change in loans receivable, assets acquired in
            satisfaction of loans and receivables from debtors
            on sales of assets acquired in satisfaction of loans      (7,823,688)       (7,861,661)
        Purchases (sales) of equity securities                            31,337          (267,241)
        Acquisition of furniture, fixtures and leasehold
            improvements                                                 (48,362)          (14,589)
                                                                     -----------       -----------

            NET CASH USED IN INVESTING ACTIVITIES                     (7,840,713)       (8,143,491)
                                                                     -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from notes payable, banks, net                        7,600,000         7,265,000
        Dividends paid                                                  (960,080)         (942,624)
                                                                     -----------       -----------

             NET CASH PROVIDED BY FINANCING ACTIVITIES                $6,639,920        $6,322,376
                                                                     -----------       -----------
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       -5-

<PAGE>


                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED), Continued

                For the Nine Months Ended March 31, 2000 and 1999

                                                March 31, 2000    March 31, 1999
                                                --------------    --------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS         $(402,422)      $(1,082,133)
CASH AND CASH EQUIVALENTS - Beginning                 542,290         1,755,429
                                                  -----------       -----------

CASH AND CASH EQUIVALENTS - Ending                   $139,868          $673,296
                                                  ===========       ===========


   The accompanying notes are an integral part of these financial statements.


                                       -6-

<PAGE>


                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- Organization and Summary of Significant Accounting Policies

     Organization and Principal Business Activity

     Ameritrans  Capital  Corporation (the "Company"),  a Delaware  corporation,
acquired all of the  outstanding  shares of Elk Associates  Funding  Corporation
("Elk"),  on  December  16,  1999 in a share  for share  exchange.  Prior to the
acquisition,  Elk  had  been  operating  independently  and  Ameritrans  had  no
operations.

     Elk,  a  New  York   corporation,   is  licensed  by  the  Small   Business
Administration  ("SBA")  to  operate  as a  Small  Business  Investment  Company
("SBIC")  under the Small Business  Investment Act of 1958, as amended.  Elk has
also  registered as an investment  company under the  Investment  Company Act of
1940 to make business loans.

     The  Company  makes loans to taxi  owners to finance  the  acquisition  and
operation of the medallion  taxi  businesses  and related  assets,  and to other
small businesses in the New York City, Chicago, Miami, and Boston markets.

     Loans and the Allowance for Loans Losses

     Loans are stated at cost, net of participation with other lenders,  less an
allowance for possible  losses.  This amount  represents  the fair value of such
loans as determined  in good faith by the Board of Directors.  The allowance for
loan losses is maintained at a level that, in the Board of Directors' judgement,
is adequate to absorb losses  inherent in the portfolio.  The allowance for loan
losses is reviewed  and adjusted  periodically  by the Board of Directors on the
basis of available information, including the fair value of the collateral held,
existing  risk  of  individual  credits,  past  loss  experience,   the  volume,
composition  and growth of the  portfolio,  and current and  projected  economic
conditions.  Because of the inherent  uncertainty in the estimation process, the
estimated fair values of the loans may differ significantly from the values that
would  have  been  used  had a ready  market  existed  for  such  loans  and the
differences  could  be  material.  As of  March  31,  2000  and  June  30,  1999
approximately 79% and 79%, respectively,  of all loans are collateralized by New
York City, Boston, Chicago, and Miami taxicab medallions.

     Accounting Standard for Impairment of Loans

     Pursuant to Statement of Financial Accounting Standards ("SFAS") No. 114 as
amended by SFAS No. 118,  "Accounting  by Creditors for  Impairment of a Loan --
Income Recognition and Disclosure", a loan is determined to be impaired if it is
probable  that the  contractual  amounts due will not be collected in accordance
with the terms of the loan. The SFAS  generally  requires that impaired loans be
measured based on the present value of expected future cash flows  discounted at
the loan's effective interest rate or, as a practical  expedient,  at the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  As all of the Company's loans are collateral  dependent,
impairment is measured  based on the fair value of the  collateral.  If the fair
value of the  impaired  loan is less than the  recorded  investment  in the loan
(including accrued interest, net of deferred loan fees or costs, and unamortized
premium  or  discount)  the  Company  recognized  an  impairment  by  creating a
valuation  allowance  with a  corresponding  charge  to the  provision  for loan
losses. The Company individually evaluates all loans for impairment.


                                       -7-

<PAGE>


     Loans Receivable

     Loans are placed on nonaccrual status once they become 180 days past due as
to principle or interest.  In addition,  loans that are not fully collateralized
and in the process of collection  are placed on  nonaccrual  status when, in the
judgement of management,  the ultimate  collectibility of interest and principle
is doubtful.

     Cash and Cash Equivalents

     For the purposes of the statement of cash flows, the Company  considers all
short-term  investments with an original  maturity of three months or less to be
cash equivalents.

     The  Company has cash  balances  in banks in excess of the  maximum  amount
insured by the FDIC as of March 31, 2000 and June 30, 1999.

     Income Taxes

     The Company has elected to be taxed as a Regulated Investment Company under
the Internal Revenue Code. A Regulated  Investment Company will generally not be
taxed at the  corporate  level to the extent its  income is  distributed  to its
stockholders.  In  order  to be taxed as a  Regulated  Investment  Company,  the
Company  must pay at least 90  percent  of its net  investment  company  taxable
income to its stockholders as well as meet other requirements under the Code. In
order to preserve this election for fiscal 2000, the Company intends to make the
required  distributions  to its  stockholders  in accordance with applicable tax
rules.

     Depreciation and Amortization

     Depreciation  and   amortization  of  furniture,   fixtures  and  leasehold
improvements  is  computed  on the  straight-line  method at rates  adequate  to
allocate the cost of applicable assets over their expected useful lives.

     Net Income per Share

     During the year ended June 30, 1998,  the Company  adopted the provision of
Statements of Financial Accounting Standards No. 128 "Earnings per Share" ("SFAS
No.  128").  SFAS No. 128  eliminates  the  presentation  of  primary  and fully
dilutive  earnings  per share  ("EPS") and  requires  presentation  of basic and
diluted EPS. Basic EPS is computed by dividing income (loss) available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS is based on the weighted-average  number of shares of common
stock and common stock  equivalents  outstanding  at year end.

     At March 31, 2000 and 1999 the  Company  had  133,336  and 100,000  options
outstanding,  of which 30,000 and 30,000 options,  respectively,  are considered
anti-dilutive  and the remaining 103,336 and 70,000 options,  respectively,  are
dilutive  and resulted in common stock  equivalents  of 2,760 and 4,875  shares,
respectively.

     Loan Costs

     Loan costs are included in prepaid expenses and other assets.  Amortization
of loan costs is computed on the  straight-line  method over ten (10) years.  At
March 31, 2000 and June 30, 1999,  loan costs amounted to $110,990 and $129,331,
respectively,   net  of  accumulated  amortization  of  $132,991  and  $114,650,
respectively.


                                       -8-

<PAGE>


     Assets Acquired in Satisfaction of Loans

     Assets  acquired in  satisfaction  of loans are carried at  estimated  fair
value less selling costs. Losses incurred at the time of foreclosure are charged
to the  allowance  for loan  losses.  Subsequent  reductions  in  estimated  net
realizable  value are recorded as losses on assets  acquired in  satisfaction of
loans.

     Basis of consolidation

     The consolidated  financial  statements  include the accounts of Ameritrans
Capital Corporation ("the Company"), Elk Associates Funding Corporation ("Elk"),
EAF Holding  Corporation  ("EAF"),  and Elk Capital Corporation ("Elk Capital"),
which  are,  wholly  owned   subsidiaries  of  the  Company.   All  intercompany
transactions have been eliminated.

     Use of Estimates in the Financial Statements

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  Estimates that are particularly  susceptible to change relate to the
determination  of the  allowance for loan losses and the fair value of financial
instruments.

     Comprehensive Income

     During the year ended  June 30,  1999,  the  Company  adopted  SFAS No. 130
"Reporting   Comprehensive   Income".   SFAS  130  requires  the   reporting  of
comprehensive  income in addition to net income from  operations.  Comprehensive
income  is a  more  inclusive  financial  reporting  methodology  that  includes
disclosure  of certain  financial  information  that  historically  has not been
recognized in the calculation of net income.

     Stock-Based Compensation

     In October 1995, SFAS No. 123,  "Accounting  for Stock-Based  Compensation"
was issued.  SFAS 123  prescribes  accounting  and  reporting  standards for all
stock-based  compensation  plans,  including employee stock options,  restricted
stock,  employee stock purchase plans and stock  appreciation  rights.  SFAS 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting  Principles
Board Opinion No. 25,  "Accounting for Stock Issued to Employees"  ("APB25") and
related  interpretations  with  pro  forma  disclosure  of what net  income  and
earnings  per share would have been had the  Company  adopted the new fair value
method.  The  Company  intends  to  continue  to  account  for its  stock  based
compensation plans in accordance with the provisions of APB 25.

     Business Segment

     During the year ended June 30,  1999,  the  Company  adopted  SFAS No. 131,
"Disclosures  About  Segments of an Enterprise and Related  Information",  which
supersedes  SFAS  No.  14,  "Financial  Reporting  for  Segments  of A  Business
Enterprise".  SFAS  No.  131  establishes  standards  for  the  way  the  public
enterprises  report  information  about operating  segments in annual  financial
statements  and  requires  reporting  of selected  information  about  operating
segments  in  interim  financial  statement  regarding  products  and  services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components  of an  enterprise  about which  separate  financial  information  is
available that is evaluated  regularly by the chief operating  decision maker in
deciding how to allocate resources and in assessing performance. The Company has
determined  that under SFAS No. 131,  it  operates  in one segment of  financing
services. The Company's customers and operations are within the United States.


                                       -9-

<PAGE>


     Loan Sales and Servicing Fee Receivable

     SFAS No. 125,  "Accounting for Transfers and Servicing of Financial  Assets
and  Extinguishments  of Liabilities" was issued in June 1996. SFAS 125 provides
accounting  and  reporting  standards  for  transfers and servicing of financial
assets  and  extinguishments  of  liabilities.   This  statement  also  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from transfers that are secured  borrowings.  It requires that liabilities
and  derivatives  incurred or obtained by  transferors  as part of a transfer of
finanical  assets be initially  measured at fair value.  SFAS 125 also  requires
that servicing  assets be measured by allocating the carrying amount between the
assets sold and retained  interest  based on their  relative  fair values at the
date of transfer.  Additionally,  this  statement  requires  that the  servicing
assets  and  liabilities  be  subsequently   measured  by  (a)  amortization  in
proportion to and over the period of estimated net servicing  income or loss and
(b) assessment for asset impairment or increased  obligation based on their fair
values. SFAS 125 also requires the Company's excess servicing rights be measured
at fair market value and reclassified as interest only receivables and accounted
for in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities".  As required by SFAS 125, the Company adopted in the new
requirements effective January 1, 1997.  Implementation of SFAS 125 did not have
any material impact on the financial statements of the Company.

     New Accounting Pronouncements

     In April 1998, Statement of Position ("SOP") 98-5,  "Reporting on the Costs
of Start-Up  Activities" was issued. This SOP provides guidance on the financial
reporting of start-up  costs and  organization  costs.  It requires the costs of
start-up  activities and organization costs to be expensed as incurred.  The SOP
is effective for financial  statements for fiscal year beginning  after December
15,  1998.  The Company  does not expect that the  adoption of SOP No. 98-5 will
have a material impact on its financial statements.

     In June 1998,  SFAS No. 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities" was issued and is required to be adopted in years beginning
after June 15, 1999,  which has been deferred to June 30, 2000.  Management does
not  anticipate  that the adoption of the new statement  will have a significant
effect on results of operations or the financial position of the Company.

                                      -10-

<PAGE>


NOTE 2 -- Debentures Payable to SBA

     At March 31, 2000 and June 30, 1999  debentures  payable to the SBA consist
of subordinated debentures with interest payable semiannually, as follows:

                                                 Current
                                               Effective             Principal
     Issue Date             Due Date          Interest Rate           Amount
     ----------             --------          -------------           ------
September 1993            September 2003          6.12(1)           $1,500,000
September 1993            September 2003          6.12               2,220,000
September 1994            September 2004          8.20               2,690,000
December 1995             December 2005           6.54               1,020,000
June 1996                 June 2006               7.71               1,020,000
March 1997                March 2007              7.38(2)              430,000
                                                                    ----------

                                                                    $8,880,000
                                                                    ==========

----------
(1)  Interest rate was 3.12% from inception through September 1998

(2)  The Company is also required to pay an additional  annual user fee of 1% on
     this debenture


     Under  the  terms  of the  subordinated  debentures,  the  Company  may not
repurchase or retire any of its capital stock or make any  distributions  to its
stockholders  other than  dividends  out of retained  earnings  (as  computed in
accordance with SBA regulations) without the prior written approval of the SBA.

NOTE 3 -- Notes Payable to Banks

     At March 31, 2000 and June 30, 1999, the Company had loan  agreements  with
three (3) banks for lines of credit  aggregating  $40,000,000  and  $35,000,000,
respectively.  At March 31, 2000 and June 30, 1999, the Company had  $38,600,000
and $31,000,000,  respectively,  outstanding under these lines. The loans, which
mature through June 8, 2000, bear interest based on the Company's  choice of the
lower of either the  reserve  adjusted  LIBOR rate plus 150 basis  points or the
bank's prime rates  including  certain fees which make the effective rates range
from  approximately  prime minus 1/4% to prime minus 1/2%.  Upon  maturity,  the
Company anticipates  extending the lines of credit for another year, as has been
the practice in previous years.

     Pursuant to the terms of the  agreements  the Company is required to comply
with certain  terms,  covenants and  conditions.  The Company  pledged its loans
receivable and other assets as collateral for the above lines of credit and were
not required to maintain compensating balances.

NOTE 4 -- Preferred Stock

     Pursuant to a preferred stock repurchase agreement dated November 10, 1994,
the Company  repurchased  all cumulative  preferred stock from the SBA for $3.50
per  share,  or  an  aggregate  $1,915,449.  As a  condition  precedent  to  the
repurchase,  the  Company  granted  the SBA a  liquidating  interest  in a newly
established  restricted capital surplus account. The surplus account is equal to
the amount of the net repurchase discount.  The initial value of the liquidating
interest was  $3,557,261,  which is being  amortized over a 60-month period on a
straight-  line  basis.  Should the Company be in default  under the  repurchase
agreement at any time, the  liquidating  interest will become fixed at the level
immediately  preceding  the event of default and will not decline  further until
such time as the  default is cured or waived.  The  liquidating  interest  shall
expire on (i) sixty months from the date of the repurchase agreement, or (ii) if
any event of default  has  occurred  and such  default has been cured or waived,
such later date on which the liquidating interest is fully amortized. Should the
Company voluntarily or


                                      -11-

<PAGE>


involuntarily  liquidate prior to the amortization of the liquidating  interest,
any assets which are  available,  after the payment of all debts of the Company,
shall be distributed first to the SBA until the fair market value of such assets
is equal to the amount of the liquidating interest.  Such payment, if any, would
be prior in right to any payments made to the Company's stockholders. The amount
restricted  under  this  agreement  at March  31,  2000  and  June 30,  1999 was
approximately $-0- and $256,916, respectively.

     During 1992, the Company authorized the issuance of 752,729 shares of a new
Series B  cumulative  preferred  stock with a 4 percent  dividend  and a $10 par
value.  All preferred  shares are restricted  solely for issuance to the SBA. No
sales of the Series B preferred  shares have  occurred to date. On September 30,
1996,  Congress  passed a law that in effect  prevents  the SBA from  making any
further  purchase of 4%  preferred  stock from any  specialized  small  business
investment company.

     In September 1998, the stockholders of the Company approved and in February
1999 the SBA approved an amendment to the  Certification of Incorporation of the
Company  eliminating all of the authorized Series A and Series B preferred stock
of the Company. This amendment to the Certificate of Incorporation was filed and
became effective on May 21, 1999.

NOTE 5 -- Common Stock

     On  December  16,  1999,  the  company  acquired  Elk in a  share-for-share
exchange.  There are currently  5,000,000 shares  authorized of $.0001 par value
common stock.

     On April 17, 2000, The Company declared a cash dividend of $0.17 per common
share, for a total of $296,752 which was paid on May 5, 2000.

NOTE 6 -- Income Taxes

     The  provision  for income taxes  (benefit) for the periods ended March 31,
2000 and June 30, 1999, consists of the following:

                                               March 31, 2000      June 30, 1999
                                              ---------------      -------------

Federal                                           $2,063               $1,689
State and city                                    16,632               (2,458)
                                                --------             --------

                                                 $18,695                $(769)
                                                ========             ========


The above provision represents income taxes incurred on undistributed income for
the respective years.


NOTE 7 -- Commitments and Contingencies

     Interest Rate Swap

     On June 8, 1998, the Company entered into a $10,000,000  interest rate Swap
transaction  with a bank  expiring on June 8, 2001.  This Swap  transaction  was
entered  into to protect the Company from an upward  movement in interest  rates
relating to outstanding bank debt. On October 13, 1998, the Company entered into
an additional  interest rate Swap  transaction with the same bank for $5,000,000
expiring on October 8, 2001. These Swap transaction were entered into to protect
the Company from an upward  movement in interest  rates  relating to outstanding
bank  debt  (see Note 6 for terms and  effective  interest  rates).  These  Swap
transaction  call for a fixed  rate of 5.86%  and  4.95%,  respectively  for the
Company if the  floating  one month  LIBOR rate is below the fixed rate then the
Company  is  obligated  to pay the bank for the  difference  in rates.  When the
one-month  LIBOR rate is above the fixed rate then the bank is  obligated to pay
the Company for the differences in rates.

   On January 18, 2000,  the Company  entered into an  additional  interest rate
swap transaction for $10,000,000, with a


                                      -12-

<PAGE>


bank expiring January 8, 2001. This swap  transaction  calls for a fixed rate of
6.57% plus 150 basis points or an effective rate of 8.07%

     Interest Rate Cap

     At March 20,  1997,  the  Company  was a party to one $5  million  notional
interest rate cap. This cap,  which expired on March 20, 1999,  was purchased by
the Company to protect it from the impact of upward  movements in interest rates
related to its outstanding bank debt. The cap provided  interest rate protection
on the event that the three-month LIBOR rate exceeded 6.75 percent.  The premium
paid for the purchase of this cap was amortized over its life and recorded as an
adjustment  to  interest  expense.  Payments  received  under  this cap would be
credited to interest expense.

     Loan commitments

     At March 31, 2000 and June 30, 1999,  the Company had  commitments  to make
loans totaling approximately $1,505,000 and $4,058,000, at interest rate ranging
from 8.25% to 18%.

NOTE 8 -- Fair Value of Financial Instruments

     The following disclosures represent the Company's best estimate of the fair
value  of  financial   instruments,   determined  on  a  basis  consistent  with
requirements  of Statement of Financial  Accounting  Standards,  "SFAS" No. 107,
"Disclosure about Fair Value of Financial Instruments".

     The  estimated  fair  values of the  Company's  financial  instruments  are
derived  using  estimation   techniques  based  on  various  subjective  factors
including  discount  rates.  Such estimates may not necessarily be indicative of
the net  realizable  or  liquidation  values of these  instruments.  Fair values
typically  fluctuate  in  response  to changes  in market or credit  conditions.
Additionally,  valuations  are presented as of a specific  point in time and may
not be relevant in relation to the future  earnings  potential  of the  Company.
Accordingly,  the estimates  presented herein are not necessarily  indicative of
the amounts the Company will realize in a current  market  exchange.  The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

     Loans Receivable -- The fair value of loans is estimated at cost net of the
allowance  for loan losses.  The Company  believes that the rates of these loans
approximate current market rates.

     Equity  Securities -- The Company's equity  securities as of March 31, 2000
consist of  investments  in  corporations  who own and operate  Chicago  Taxicab
Medallions  (44%),  a  dry  cleaner  (5%),  Miami  Taxicab   Medallions  (5%)  a
Telecommunications Company (37%), and an eyewear Internet company (9%).

     Debentures  Payable to Small Business  Administration  -- The fair value of
debentures as of March 31, 2000 and June 30, 1999 was approximately  $8,989,000,
and were  estimated  by  discounting  the  expected  future cash flows using the
current rate at which the SBA has extended similar debentures to the Company.

     The fair value of  financial  instruments  that are  short-term  or reprice
frequently  and have a history of  negligible  credit  losses is  considered  to
approximate their carrying value. Those instruments include balances recorded in
the following captions:

                ASSETS                                    LIABILITIES

     Cash                                           Notes payable,  banks
     Accrued interest receivable                    Accrued interest payable
     Assets  acquired in  satisfaction  of loans
     receivables  from debtors on sales of
     assets acquired in satisfaction of loans

NOTE 9 -- Accounting Adjustments

     In connection with the Company  acquiring all of the outstanding  shares of
Elk on December 16, 1999 in a share for share exchange, the Company adjusted its
accounting    treatment   for   the   legal,    accounting   and   other   costs
("Recapitalization  costs") associated with the share exchange. As adjusted such
costs  are  reflected  as an  expense  of the  period  instead  of a  charge  to
additional paid in capital.  The adjustment was made to properly account for the
nature of costs incurred in the share for share exchange.

     The adjustment  resulted in a decrease of $.0442 basic,  $.0441 diluted and
$.2424 basic,  $.2420  diluted  earnings per share for the three and nine months
ended March 31, 2000, respectively.  Retained earnings as of January 1, 2000 and
March 31, 2000 were reduced by $345,941 and $77,104, respectively. The unaudited
consolidated  balance  sheet as of March 31, 2000,  the  unaudited  consolidated
statements of operations for the three and nine months ended March 31, 2000, and
the  unaudited  consolidated  statement  of cash flows for the nine months ended
December 31, 1999, have been restated to reflect this adjustment. No restatement
of prior periods financial statements were required.


                                      -13-

<PAGE>


NOTE 10 -- Subsequent Event

     On May 4, 2000,  the Company  executed an Agreement and Plan of Merger with
Medallion  Financial  Corporation  ("Medallion"),  pursuant to which the Company
will  merge  into  and  with  a   wholly-owned   subsidiary  of  Medallion  (the
"Transaction").   The   Transaction,   which  is  structured  to  qualify  as  a
"pooling-of-interests"  for accounting  purposes,  is subject to the approval of
the  shareholders of the Company,  approval of certain  lenders,  and regulatory
approval. The Transaction is expected to close in the fourth quarter of 2000.

     The  Transaction  is structured as a tax-free  exchange of shares of common
stock of Medallion for each share of common stock of the Company. At Medallion's
closing  common  stock price of $16.50 on May 4, 2000,  Ameritrans  shareholders
would receive .5563 shares of Medallion common stock, or $9.18.


                                      -14-

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information contained in this section should be used in conjunction with the
consolidated  Financial  Statements and Notes therewith appearing in this report
Form 10Q and the Company's Annual Report for the year ended June 30, 1999.

General

     The  Company is  licensed  by the Small  Business  Administration  (SBA) to
operate as a Small Business  Investment  Company (SBIC) under the Small Business
Investment  Act of 1958,  as  amended.  The Company  has also  registered  as an
investment company under the Investment Company Act of 1940.

     The Company  primarily  makes loans and  investments to persons who qualify
under SBA  regulation as socially or  economically  disadvantaged  and loans and
investments  to  entities  which  are at least 50%  owned by such  persons.  The
Company  also makes  loans and  investments  to persons  who  qualify  under SBA
regulation as "non-disadvantaged".  The Company's primary lending activity is to
originate and service loans collateralized by New York City, Boston, Chicago and
Miami Taxicab Medallions.  The Company also makes loans and investments in other
diversified businesses.

     Results of Operations
     For the Nine Months ended March 31, 2000 and 1999

     Total investment income

     The  Company's  investment  income for the nine months ended March 31, 2000
increased to $5,096,577 from $4,100,967  (23.5%) for the nine month period ended
March 31, 2000 and March 31, 1999.  This  increase was mainly due to an increase
in  the  loan  portfolio  during  the  period.  The  portfolio   increased  from
$49,303,758 as of March 31, 1999 to $58,583,357 as of March 31, 2000, as part of
the  Company's  strategy to maximize  shareholder  rate of return by use of bank
debt.  In  addition,  there  was a gain on the sale of equity  securities  which
amounted to $166,917.

     Operating Expenses

     Interest  expense for the nine month period ended March 31, 2000  increased
$628,900  ($2,433,497  from  $1,804,597) over the similar period ended March 31,
1999.  This increase was mainly due to increased bank  borrowings for the period
and by higher interest rates for the period ended March 31, 2000.

     Other operating  expenses increased $711,193 when compared with the similar
period  ended March 31,  1999.  This  increase  was mainly due to an increase in
non-related  legal fees  generated  from an increased  investment in the Chicago
Medallion  Market (this amount is offset by additional  origination fee income).
In addition, the payroll costs and bad debts increased $52,170 and $68,665, when
compared with the prior period, respectively.  During the period ended March 31,
2000 the Company in conjunction with its share exchange with Elk incurred legal,
professional  and filing costs which amounts have been written off in the amount
of $423,045.  These costs are one time non-operating  expenditures in connection
with the merger.

     Results of  Operations
     For the Three Months ended March 31, 2000 and 1999

     Total investment income

     The Company's  investment  income for the three months ended March 31, 2000
increased to $1,822,169 from $1,406,021 or (29.5%) while compared with the three
month period ending March 31, 1999.  This increase was mainly due to an increase
in the loan  portfolio  during the fiscal year.  The  portfolio  increased  from
$49,303,758 as of March 31, 1999 to $58,583,357 as of March 31, 2000, as part of
the  Company's  strategy to maximize  shareholder  rate of return by use of bank
debt.  In  addition,  there  was a gain on the sale of equity  securities  which
amounted to $90,748.

     Operating Expenses

     Interest  expense for the three month period ended March 31, 2000 increased
$274,968  ($887,450 from $612,482) over the similar period ended March 31, 1999.
This increase was mainly due to increased bank  borrowings for the period and by
higher interest rates for the period ended March 31,2000.

     Other operating  expenses increased $196,657 when compared with the similar
period  ended March 31,  1999.  This  increase was due to a increase in bad debt
expenses  which was $89,080 as of March 31, 2000 versus  $52,500 for the similar
period ended March 31, 1999. In addition, the payroll costs and losses on assets
acquired increased 45,525 and $25,076 respectively during the period. During the
period ended March 31, 2000 the Company in  conjunction  with its share exchange
with Elk incurred legal,  professional  and filing costs which amounts have been
written  off in the amount of $77,104.  These  costs are one time  non-operating
expenditures in connection with the merger.


                                      -15-

<PAGE>


Balance Sheet and Reserves

     Total assets  increased  $7,321,401 as of March 31, 2000 when compared with
the balance  sheet as of June 30, 1999.  This  increase was due to  management's
decision to expand its portfolio in the Chicago  Medallion Market plus increases
in the  diversified  loan  portfolio.  This expansion was financed by additional
bank debt of $7,600,000, during the nine month period.


                                      -16-

<PAGE>


                         AMERITRANS CAPITAL CORPORATION

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                 AMERITRANS CAPITAL CORPORATION

Date: September 22, 2000           By:      /s/ Gary C. Granoff
                                            -------------------
                                            Gary C. Granoff
                                            Chief Financial Officer
                                            (Principal Financial Officer and
                                            Chief Accounting Officer)


                                      -17-