SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the Quarterly Period Ended December 31, 1999

                                       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 - 4th 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 February 14, 2000: 1,745,600

<PAGE>


                         AMERITRANS CAPITAL CORPORATION

                                    FORM 10-Q

                                Table of Contents


<TABLE>
<S>      <C>                                                                          <C>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements......................................................    1
         Consolidated  Balance  Sheets as of December 31, 1999
           (unaudited) and June 30, 1999...........................................    2
         Consolidated  Statements of Operations -- For the Six Months
           and the Three Months ended December 31, 1999 and 1998 (unaudited).......    4
         Consolidated  Statements of Cash Flows -- For the Six
           Months Ended December 31, 1999 and 1998 (unaudited).....................    5
         Notes to Consolidated Financial Statements................................    7
Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.....................................   14
PART II. OTHER INFORMATION
Item 4.  Submission of Matters to a Vote of Security Holders.......................   16
Item 5.  Other Information.........................................................   17
Item 6.  Exhibits and Reports on Form 8-K..........................................   18
           Signatures..............................................................   19
</TABLE>


                                       -i-

<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

On December 16, 1999,  Ameritrans Capital  Corporation (the "Company")  acquired
Elk Associates Funding Corporation ("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 December 31,
1999, the related  statements of  operations,  and cash flows for the six months
ended  December  31, 1999 and  December  31,  1998  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 six months  ended
December 31, 1999 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 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

                 December 31, 1999 (Unaudited) and June 30, 1999

                                     ASSETS

<TABLE>
<CAPTION>
                                                       December 31, 1999    June 30, 1999*
                                                       -----------------    --------------
<S>                                                       <C>                <C>
Loans receivable                                          $ 58,029,360       $ 51,103,932
Less: allowance for loan losses                               (380,000)          (380,000)
                                                          ------------       ------------
                                                            57,649,360         50,723,932
Cash and cash equivalents                                      767,106            542,290
Accrued interest receivable                                    858,039            714,626
Assets acquired in satisfaction of loans                       612,491            612,491
Receivables from debtors on sales of assets acquired
  in satisfaction of loans                                     394,752            409,939
Equity securities                                              944,146            909,386
Furniture, fixtures and leasehold improvements, net            126,668            105,440
Prepaid expenses and other assets                              538,733            492,697
                                                          ------------       ------------
                    TOTAL ASSETS                          $ 61,891,295       $ 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

                 December 31,1999 (Unaudited) and June 30, 1999

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                         December 30, 1999  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                        262,129          223,458
  Accrued interest payable                                      414,548          354,918
  Dividends payable                                             331,664          314,208
                                                            -----------      -----------
      TOTAL LIABILITIES                                      48,488,341       40,772,584
                                                            -----------      -----------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
  Common stock, $.0001 par value: 5,000,000 shares
  authorized; 1,745,600 shares issued and outstanding,              175              175
  Additional paid-in-capital                                 13,125,533       13,214,558
  Restricted capital                                                -0-          256,916
  Retained earnings                                              15,493            4,815
  Accumulated other comprehensive income                        261,753          261,753
                                                            -----------      -----------
      TOTAL STOCKHOLDERS' EQUITY                             13,402,954       13,738,217
                                                            -----------      -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $61,891,295      $54,510,801
                                                            ===========      ===========
</TABLE>

* Restated

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


                                       -3-

<PAGE>


                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

      For the Three Months and Six Months Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                             Three Months Ended     Three Months Ended      Six Months Ended      Six Months Ended
                                              December 31, 1999      December 31, 1998      December 31, 1999     December 31, 1998
                                              -----------------      -----------------      -----------------     -----------------
<S>                                               <C>                   <C>                    <C>                   <C>
INVESTMENT  INCOME
  Interest on loans receivable                    $ 1,502,653           $ 1,258,639            $ 2,906,923           $ 2,475,744
  Fees and other income                               176,755                87,642                291,316               219,204
  Gain on sales of equity security                     76,169                   -0-                 76,169                   -0-
                                                  -----------           -----------            -----------           -----------
    TOTAL INVESTMENT INCOME                         1,755,577             1,346,281              3,274,408             2,694,948
                                                  -----------           -----------            -----------           -----------
OPERATING EXPENSES
  Interest                                            818,863               617,983              1,546,047             1,192,115
  Salaries and employee benefits                      136,119               136,030                281,128               274,483
  Legal fees                                          142,581                51,926                237,549               144,261
  Miscellaneous administrative expenses               241,241               216,485                437,917               410,007
  Loss on assets acquired in
    satisfaction of loans, net                          1,876                (1,547)                 1,935                   268
  Directors' fee                                        5,250                 4,500                 20,250                13,250
  Bad debt expense                                     81,050                19,890                 81,050                48,965
                                                  -----------           -----------            -----------           -----------
TOTAL OPERATING EXPENSES                            1,426,980             1,045,267              2,605,876             2,083,349
                                                  -----------           -----------            -----------           -----------
OPERATING INCOME                                      328,597               301,014                668,532               611,599
                                                  -----------           -----------            -----------           -----------
    INCOME BEFORE INCOME TAXES                        328,597               301,094                668,532               611,599

INCOME TAXES (BENEFIT)                                  8,772                (5,656)                11,983                  (293)
                                                  -----------           -----------            -----------           -----------
    NET INCOME                                    $   319,825           $   306,670            $   656,549           $   611,892
                                                  ===========           ===========            ===========           ===========
WEIGHTED AVERAGE SHARES OUTSTANDING
- Basic                                             1,745,600             1,745,600              1,745,600             1,745,600
                                                  ===========           ===========            ===========           ===========
- Diluted                                           1,746,572             1,745,600              1,746,572             1,745,600
                                                  ===========           ===========            ===========           ===========
NET INCOME PER COMMON SHARE
- Basic                                           $     .1832           $     .1757            $     .3761           $     .3505
                                                  ===========           ===========            ===========           ===========
- Diluted                                         $     .1831           $     .1757            $     .3760           $     .3505
                                                  ===========           ===========            ===========           ===========
</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 Six Months Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                December 31, 1999      December 31, 1998
                                                                -----------------      -----------------
<S>                                                                <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                       $   656,549            $   611,892
                                                                   -----------            -----------
  Adjustments to reconcile net income
    to net cash provided by operating activities:
    Depreciation and amortization                                       24,985                 18,375
    Increase in accrued interest receivable                           (143,413)               (82,454)
    Increase in prepaid expenses and other assets                      (46,036)              (136,715)
    Increase in accrued expenses and other liabilities                  38,671                 59,272
    Increase in accrued interest payable                                59,630                 75,113
                                                                   -----------            -----------
        TOTAL ADJUSTMENTS                                              (66,163)               (66,409)
                                                                   -----------            -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                              590,386                545,483
                                                                   -----------            -----------
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            (6,910,242)            (6,286,934)
  Purchases (sales) of equity securities - net                         (34,760)              (195,947)
  Acquisition of furniture, fixtures and leasehold
    improvements                                                       (46,211)               (11,134)
                                                                   -----------            -----------
        NET CASH USED IN INVESTING ACTIVITIES                       (6,991,213)            (6,494,015)
                                                                   -----------            -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable, banks, net                           7,600,000              5,565,000
   Dividends paid                                                     (628,416)              (628,416)
   Capitalization of restructuring costs                              (345,941)
                                                                   -----------            -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                  $ 6,625,643            $ 4,936,584
                                                                   -----------            -----------
</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 Six Months Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                December 31, 1999      December 31, 1998
                                                                -----------------      -----------------
<S>                                                                <C>                    <C>
NET (DECREASE) INCREASE IN CASH AND CASH
            EQUIVALENTS                                            $   224,816            $(1,011,948)
CASH AND CASH EQUIVALENTS - Beginning                                  542,290              1,755,429
                                                                   -----------            -----------

CASH AND CASH EQUIVALENTS - Ending                                 $   767,106            $   743,481
                                                                   ===========            ===========
</TABLE>

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


                                       -6-

<PAGE>


                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES

                   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  the Company had  no
operations.  The company is  registered  with the United States  Securities  and
Exchange  Commission  as a Business  Development  Company  under the  Investment
Company Act of 1940.

     Elk 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 a Business  Development
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  December  31,  1999  and June 30,  1999
approximately 80% 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 evaluates all loans individually for impairment.


                                       -7-

<PAGE>


     Loans Receivable

     Loans are placed on nonaccrual status once they become 180 days past due as
to principal 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 principal
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 December 31, 1999 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.  Common  stock
equivalents  have been  excluded from the  weighted-average  shares for 1998, as
inclusion is anti- dilutive.  At December 31, 1999 and June 30, 1999 the Company
had 122,224 and 100,000 options outstanding, of which 52,224 and 30,000 options,
respectively,  are considered  anti-dilutive and the remaining 70,000 and 70,000
options,  respectively, are dilutive and resulted in common stock equivalents of
972 and 5084 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
December  31,  1999 and June 30,  1999,  loan costs  amounted  to  $117,104  and
$129,331,   respectively,  net  of  accumulated  amortization  of  $126,877  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 the Company,
Elk and EAF Holding  Corporation  ("EAF") 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 fiscals year beginning after December
15,  1998.  SOP No.  98-5  will  not 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  December  31,  1999 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 December  31, 1999 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 December 31, 1999 and June 30, 1999, the Company
had $38,600,000 and $31,000,000,  respectively,  outstanding  under these lines.
The loans,  which mature  through  April 10, 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.  Under the repurchase  agreement the liquidating  interest
would become fixed at the level  immediately  preceding the event of default and
would 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  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


                                      -11-

<PAGE>


made to the Company's  stockholders.  The amount restricted under this agreement
at  December  31, 1999 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.

     For the year ended June 30,  1998,  Elk  completed  the sale,  as part of a
private placement  offering,  of 462,000 shares of common stock.  Total proceeds
from the sale of common  stock  amounted to  $2,888,000,  net of direct  related
expenses of $115,000.

     On January  13,  2000,  The Company  declared a cash  dividend of $0.19 per
common share, for a total of $331,664 which was paid on January 27, 2000.

NOTE 6 -- Income Taxes

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

                                         December 31, 1999     June 30, 1999
                                         -----------------     -------------
Federal                                       $  2,063            $ 1,689
State and city                                   9,920             (2,458)
                                              --------            -------
                                              $ 11,983            $  (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 15, 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  transactions  were  entered  into to
protect  the Company  from an upward  movement  in  interest  rates  relating to
outstanding bank debt (see Note 3 for terms and effective interest rates). These
Swap transactions call for a fixed rate of 5.86% and 4.95%,  respectively,  plus
1.5 basis points, making the effective rate 7.36% and 6.45%,  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.


                                      -12-

<PAGE>


     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 December 31, 1999 and June 30, 1999, the Company had commitments to make
loans  totaling  approximately  $1,463,000  and  $4,058,000,  at interest  rates
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 December 31,
1999 consist of investments in corporations  who own and operate Chicago Taxicab
Medallions  (61%),  a  dry  cleaner  (3%),  Miami  Taxicab   Medallions  (7%)  a
Telecommunications Company (24%), and an eyewear Internet company (5%).

     Debentures  Payable to Small Business  Administration  -- The fair value of
debentures  as of  December  31,  1999  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 -- Subsequent Events

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


                                      -13-

<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 Elk's  Annual  Report on Forms  10-KSB  for the year ended June 30,
1999.

General

Ameritrans acquired Elk on December 16, 1999 in a share-for-share  exchange.  As
of December 31, 1999 Ameritrans had no separate  operations.  Elk 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  Regulations  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 Six Months ended December 31, 1999 and 1998.

     Total Investment Income.

The  Company's  investment  income for the six months  ended  December  31, 1999
increased  to  $3,274,408  from  $2,694,948  or  (21.5%)  for the six  months as
compared  with the six  months  ended  December  31,  1998,  respectively.  This
increase was mainly due to an increase in the loan portfolio  during the period.
The portfolio  increased from $47,673,884 as of December 31, 1998 to $58,029,361
as of  December  31,  1999,  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 $76,169.

     Operating Expenses

     Interest  expenses  for  the six  month  period  ended  December  31,  1999
increased  $353,932  ($1,546,047  from $1,192,115) over the similar period ended
December 31, 1998. This increase was mainly due to increased bank borrowings for
the period,  and due to higher  interest  rates during the period ended December
31, 1999.

     Other  operating  expenses  for the six months  ended  September  30,  1999
increased  $168,675  when compared  with the similar  period ended  December 31,
1998.  This  increase  was mainly due to  increases  in  non-related  legal fees
generated  from an  increase  in the Chicago  Medallion  Market.  This amount is
offset by additional origination fee income.

     Results of Operations
     For the Three Months ended December 31, 1999 and 1998

     Total investment income.

     The  Company's  investment  income for the three months ended  December 31,
1999 increased to $1,755,577  from  $1,346,281 or by $409,296 or (30.5%) for the
three month period ended December 31, 1999 and December 31, 1998.  This increase
was mainly due to an increase in the loan porfolio  during the fiscal year.  The
portfolio  increased from  $47,673,884 as of December 31, 1998 to $58,029,361 as
of December 31, 1999, as part of the Company's strategy to maximize  shareholder
rate of return by use of bank debt.

     Operating Expenses

     Interest  expense  for the three  month  period  ended  December  31,  1999
increased  $200,880  ($818,863  from  $617,983)  over the similar  period  ended
December 31, 1998. This increase was mainly due to increased bank borrowings for
the period.

     Other operating  expenses increased $180,833 when compared with the similar
three month period ended  December 31, 1998.  This  increase was mainly due to a
increase in  non-related  legal fees  incurred  consistent  with the increase of
investments in the Chicago  Medallion market, as discussed above. This is offset
by additional  origination fee income. In addition,  bad debts increased $61,160
when compared with the similar period.

     Balance Sheet and Reserves

     Total assets  increased  $7,726,435  as of December 31, 1999 when  compared
with total assets 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 in the six month period.


                                      -14-

<PAGE>


     Year 2000 Compliance

     Prior to  January 1,  2000,  the  Company  had taken  steps to address  and
prevent  problems in connection  with the year 2000 ("Y2K").  Such problems were
expected  to occur due to the  inability  of systems to properly  recognize  and
process  date-sensitive  information  relating to the Y2K and beyond. Y2K issues
could have  affected the Company's  information  technology  systems  ("IT") and
informationtion technology systems ("Non-IT").

     The Company's main business  operation is the operation of Elk. The Company
is  a  Small  Business   Investment  Company  licensed  by  the  Small  Business
Administration and as such, most of its business is making loans and investments
to small  business  concerns.  The following are the IT systems that the Company
utilizes:

     The Company uses a computer  program to track its  receivable  loans ("Loan
Track").  To address  Y2K,  more than 18 months  ago,  the  Company  engaged the
consultant who originally developed Loan Track for the Company, to test, upgrade
and certify Loan Track as Y2K compliant.  The  consultant  completed all of such
tasks and the  Y2K-compliant  Loan Track  program is now in use in the Company's
regular operations.  The Company also utilizes the standard Peachtree accounting
system for general  in-house  accounting  functions.  The version of  peachtree,
currently in use by the Company, has been upgraded to be Y2K compliant.

     The Company also utilizes other  industry-wide  programs such as Windows 95
and Word Perfect.  The current versions are Y2K-compliant.  In addition,  during
the past twelve  months and at the  present,  the Company has been  replacing or
upgrading  its computer  hardware with  equipment  that has Y2K  readiness.  The
Company does not believe  that it faces  material Y2K issues with respect to its
Non-IT systems.

     Costs in connection with Y2K compliance have been (i) to review and upgrade
existing IT systems,  (ii) to analyze Y2K  readiness of its banks and  customers
and (iii) to analyze Non-It Y2K compliance. To date, such costs, have aggregated
approximately  $10,000  and for the  most  part  have  been  for IT  review  and
upgrades.   Such  costs  are  being  treated  as  expenses.  The  Company  spent
approximately  $25,000 to replace certain hardware during the fiscal year ending
June 30,  1999 and spent an  additional  $35,000  during  the six  months  ended
December  31,  1999.  The  Company  has not  experienced  any  Y2K  difficulties
subsequent  to  January  1,  2000 and its  information  technology  systems  are
presently functioning properly and running in a routine manner. The cost of such
replacements will be capitalized and depreciated over a five year period.


                                      -15-

<PAGE>


                                     PART II
                                OTHER INFORMATION

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

The Company held its annual  meeting of  shareholders  on December 16, 1999 (the
"Annual Meeting").

The  Company's  shareholders  were  asked to take the  following  actions at the
meeting:

1.   To consider and vote upon the  adoption of an  Agreement  and Plan of Share
     Exchange (the "Share Exchange Plan") dated as of October 21, 1999,  between
     the Company and Elk,  pursuant  to which each  outstanding  share of common
     stock of Elk  would be  exchanged  for one  share  of  common  stock of the
     Company.  Pursuant  to this share  exchange  (the  "Share  Exchange"),  the
     ownership of each outstanding share of Elk common stock would automatically
     vest in the  Company  (making  the  Company  the holder of all  outstanding
     shares of Elk common stock),  and the holders of the outstanding  shares of
     Elk common stock would  automatically  become entitled to receive one share
     of the  Company's  common  stock in  exchange  for each share of Elk common
     stock  held by them  (making  the former  holders  of Elk common  stock the
     holders  of all  of the  shares  of  capital  stock  of  the  Company  then
     outstanding).

2.   To elect 10  directors  to serve  until the next  Annual  Meeting and until
     their successors are chosen and qualified.

3.   To ratify and approve the  selection  by the Board of Directors of Marcum &
     Kliegman,  LLP as Elk's independent  public accountants for the fiscal year
     ended June 30, 1999.

4.   To transact such other  business as may properly come before the meeting or
     any adjournment or adjournments of the meeting.

The Auditor and Agreement and Plan of Share Exchange  Proposals were approved by
the  affirmative  vote of more than  two-thirds  of the  shares of common  stock
outstanding at the Annual Meeting.  Each of the proposals received the following
votes:

<TABLE>
<CAPTION>
                            Votes cast for      Against      Abstensions    Not voted
                            --------------      -------      -----------    ---------
<S>                           <C>                <C>            <C>          <C>
Share Exchange                1,409,974          1,000            200        32,422
Auditors Proposal             1,437,381          4,200          2,015
</TABLE>


With  respect to the Board  Proposal,  the ten (10)  individuals  nominated  for
director were elected by the affirmative  vote of a majority of shares of common
stock present at the Annual  Meeting.  The nominees and votes each received were
as follows:

                                              Votes cast for       Withheld
                                              --------------       --------
Gary C. Granoff                                 1,442,596            1,000
Ellen M. Walker                                 1,442,596            1,000
Lee A. Forlenza                                 1,442,596            1,000
Marvin Sabesan                                  1,442,596            1,000
Steven Etra                                     1,442,596            1,000
Paul Creditor                                   1,442,596            1,000
Allen Kaplan                                    1,442,596            1,000
John L. Acierno                                 1,442,596            1,000
John R. Laird                                   1,442,596            1,000
Howard F. Sommer                                1,442,596            1,000


                                      -16-

<PAGE>


ITEM 5.  OTHER INFORMATION

     The Company  entered  into an  Agreement  and Plan of Share  Exchange  (the
"Share Exchange Plan") with Elk on the 16th day of December,  1999.  Pursuant to
the Share Exchange Plan,  each  outstanding  share of the Elk's common stock was
exchanged on a one-for-one  basis for shares of the Company's commmon stock. The
Company  previously  filed a  Registration  Statement  on Form  N-14  (File  No.
333-63951) in connection with the Share Exchange Plan.

     The Share  Exchange  Plan was approved by Elk's  stockholders  at a special
meeting of  stockholders  held on December 16, 1999. The Share Exchange Plan and
certain related  transactions  were also approved by the Securities and Exchange
Commission (the "Commission") and the U.S. Small Business Administration.


                                      -17-

<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

A.   Agreement  and Plan of Share  Exchange,  dated October 21, 1998 between Elk
     and Ameritrans.*

1.1  Grid Demand  Promissory  Note dated August 27, 1999 between the Company and
     Israel Discount Bank of New York.

1.2  Promissory  Note date  January 15, 2000  between the Company and Bank Leumi
     USA and Letter of even date between aforementioned parrties.

1.3  Master Note dated October 4, 1999 between the Company and European American
     Bank.

27   Financial Data Schedule.

(b)  Reports on Form 8-K.

     There  were no reports on Form 8-K filed  during the fiscal  quarter  ended
December 31, 1999.

----------
*    Incorporated by reference from the Company's  Registration  Statement filed
     on Form N-14 (File No. 811-8847), filed September 22, 1998.


                                      -18-

<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: February 15, 2000                 By:  /s/ Gary C. Granoff
                                             -------------------
                                        Gary C. Granoff
                                        Chief Financial Officer
                                        (Principal Financial Officer and
                                        Chief Accounting Officer)


                         AMERITRANS CAPITAL CORPORATION


                                      -19-