Elk Associates Funding Corp · 10-K · For 6/30/00

Filed On 9/28/00 5:45pm ET   ·   SEC File 811-03786   ·   Accession Number 891554-0-500062

Annual Report   ·   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         70    248K 
 2: EX-27       Financial Data Schedule                                1      4K 

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

 FORM 10-K

(Mark One)
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended June 30, 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 No. 0-22153

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

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

747 THIRD AVENUE, NEW YORK, NEW YORK 10017
 (Address of principal executive offices) (Zip Code)

(800) 214-1047
 Registrant's Telephone Number, including Area Code:

    Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: 
Common Stock, par value $.0001 per share
(Title of Class)

 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 [ ]                     

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in                                              

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definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K [ ]                        

The approximate aggregate market value of common equity held by       
non-affiliates of the Registrant as of September 27, 2000 was approximately     
$8,924,388, based on the last sale price of the Registrant's Common Stock on the
Nasdaq SmallCap Market as of the close of business on September 27, 2000. There 
were 1,745,600 shares of the Registrant's Common Stock outstanding as of        
September 27, 2000.                                                             

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AMERITRANS CAPITAL CORPORATION

  2000 FORM 10-K ANNUAL REPORT

Table of Contents 

                                                                          Page
                                                                          ----
PART I ...................................................................   1  
   ITEM 1. BUSINESS OF AMERITRANS ......................................   1
   ITEM 2. PROPERTIES ..................................................  22
   ITEM 3. LEGAL PROCEEDINGS ...........................................  22
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .........  22

PART II ..................................................................  23  
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND                  
           RELATED STOCKHOLDER MATTERS .................................  23
   ITEM 6. SELECTED FINANCIAL DATA .....................................  24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL             
           CONDITION AND RESULTS OF OPERATIONS .........................  26
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT                
           MARKET RISK .................................................  30
   ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .................  30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON              
           ACCOUNTING AND FINANCIAL DISCLOSURES ........................  30

PART III .................................................................  31  
   ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .........  31
   ITEM 11. EXECUTIVE COMPENSATION .....................................  34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND          
             MANAGEMENT ................................................  36
   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .............  38

PART IV ..................................................................  39  
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON       
             FORM 8-K ..................................................  39

IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS .................  39  

SIGNATURES ...............................................................  40  

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PART I

ITEM 1. BUSINESS OF AMERITRANS                                                  

BUSINESS

GENERAL                                                                         

   Ameritrans Capital Corporation (the "Company" or "Ameritrans") was formed
in 1998 to engage in lending and investment activities, primarily with small and
medium-sized businesses, directly and through subsidiaries. On December 16,     
1999, Ameritrans acquired Elk Associates Funding Corporation ("Elk") in a       
one-for-one share exchange in which Elk stockholders received shares of common  
stock of Ameritrans, and Elk became a wholly-owned subsidiary. Elk is a "small  
business investment company," or "SBIC," formed in 1979 and licensed by the U.S.
Small Business Administration ("SBA") in 1980.                                  

    Elk makes loans to the owners of taxi medallion businesses in the New York
City, Chicago, Miami and Boston markets and to other small businesses. Elk has  
never experienced any material losses of principal in connection with taxi      
financings. Loans made to finance the purchase or continued ownership of taxi   
medallions, taxis and related assets represented approximately 79% of Elk's loan
portfolio as of June 30, 2000. Loans made to finance the acquisition and/or     
operation of other small businesses constitute the balance of Elk's loan        
portfolio.                                                                      

To date, our only activities have been the operation of Elk. Both     
Ameritrans and Elk are registered as business development companies, or "BDCs," 
under the Investment Company Act of 1940 (the "1940 Act"). Accordingly,         
Ameritrans and Elk are subject to the provisions of the 1940 Act governing the  
operations of BDCs. Both companies are managed by their executive officers under
the supervision of their Boards of Directors, and the same individuals are the  
executive officers and directors of both companies.                             

In addition, both Ameritrans and Elk have elected to be treated as    
"regulated investment companies," or "RICs," for tax purposes. Under the        
Internal Revenue Code, as RICs, we will generally not be subject to U.S. federal
corporate income tax on our investment income, if we make qualifying            
distributions of our income to stockholders. As RIC's we qualify for this       
treatment as long as we distribute at least 90% of our investment company       
taxable income to our stockholders as dividends. Elk paid qualifying dividends  
from July 1983 through June 1992 and continuously since June 1996. Since        
December 16, 1999, when we acquired Elk, these dividends have been payable to   
Ameritrans as Elk's sole stockholder. The Company recently announced that it    
will not pay any dividends to its shareholders for the three months ended       
June 30, 2000 due to the Company taking write-offs of certain diversified,      
non-taxi loans.                                                                 

    Because it is an SBIC, Elk's operations are subject to other restrictions,
and all loans and investments must comply with applicable SBA Regulations. For  
example, the interest rate that Elk can charge, the percentage of any other     
company it can own, the size of the businesses to which it can make loans, and  
the length of time to the maturity date are limited by SBA rules. Elk's business
is funded by loans from banks and, to a lesser extent, by the proceeds of       
subordinated debentures issued to the SBA. Ameritrans is not an SBIC and is not 
subject to SBA regulation. See "Elk's Loans" and "Regulation -- The Small       
Business Act of 1958."                                                          

Proposed Merger                                                                 

Ameritrans proposes to enter into a merger with AMTC Merger Corp., a  
wholly-owned subsidiary of Medallion Financial Corp. ("Medallion") pursuant to  
an Agreement and Plan of Merger dated as of May 4, 2000, as amended August 29,  
2000. (the "Merger Agreement"). Consummation of the Merger is subject to various
conditions, including the affirmative vote of the holders of at least two-thirds
of the outstanding shares of Ameritrans common stock.                           

     The Merger Agreement contemplates the issuance of shares of common stock of
Medallion as consideration for the surrender and exchange of the outstanding    
shares of common stock of Ameritrans. The number of shares to be issued by      
Medallion as the merger consideration is dependent upon the average market price
of Medallion common stock over a twenty (20) day time period immediately prior  
to the closing of the Merger. Based upon a closing price of Medallion's common  
stock of $17.00, for example, at the time of closing Ameritrans stockholders    
would receive $9.43 per share or 0.5547 shares of Medallion for each Ameritrans 
share. If the average market price of Medallion common stock over the twenty    
(20) day period is less than $15.00 per share, then either Ameritrans or        
Medallion has the right to terminate the Merger Agreement. The Merger Agreement 
contains other customary terms and provisions, including representations,       
warranties, covenants, and conditions. The Merger Agreement contemplates that   
the Merger will be accounted for under the pooling of interests method of       
accounting.                                                                     

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CURRENT BUSINESS ACTIVITIES                                                     

     AMERITRANS. To date, Ameritrans' only activities have been the operation of
Elk.                                                                            

   ELK. Elk was organized primarily to provide long-term loans to businesses
eligible for investments by SBICs under the 1958 Act ("Small Business           
Concerns"). Elk has made loans for financing the purchase or continued ownership
of taxi medallions, taxis and related assets.                                   

     Although Elk's certificate of incorporation provides Elk with the authority
to invest in the equity capital of Small Business Concerns, Elk makes equity    
investments in Small Business Concerns on a selective basis, and only to a      
limited extent. Equity securities in Elk's investment portfolio at June 30,     
2000, totaled $631,974 or 1.0% of total assets. Elk may make additional equity  
investments. However, unless necessary to protect a prior investment of Elk that
is at risk, equity investments shall not exceed 20% of Elk's total assets. Elk  
has one (1) wholly-owned subsidiary, EAF Holding Corporation, formed in 1992,   
the sole activities of which are to own and operate certain real estate assets  
acquired in satisfaction of loans.                                              

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TAXI MEDALLION FINANCE INDUSTRY AND MARKET OVERVIEW                             

  THE NEW YORK CITY TAXI MEDALLION INDUSTRY AND MARKET. Under current law,
the number of taxi medallions that may be issued by New York City is limited to 
12,187. There are two types of medallions: corporate and individual             
owner-driver. Of the total of 12,187 medallions, 7,058 are corporate medallions 
and 5,129 are for individually owned cabs. A corporate medallion is issued for a
cab owned by a corporation that owns a minimum of two cabs and two corporate    
medallions (i.e., one corporate medallion per cab). An individual owner-driver  
may not own more than one cab and one medallion. Corporate medallions are used  
by large fleet concerns with many taxis and many drivers or by small            
corporations owning at least two medallions and two taxis driven by two         
owner-drivers (the so-called "minifleet").                                      

 Only 11,787 medallions could be issued until August 8, 1995, when a law
permitting the issuance of up to 400 additional taxi medallions over a          
three-year period went into effect. The New York City Taxi and Limousine        
Commission (the "TLC") conducted the sale of 133 medallions in May 1996, 133    
medallions in October 1996, and 134 medallions on October 1, 1997. Of these new 
medallions, 160 were sold to individuals and the balance to minifleets in lots  
of two.                                                                         

     At the present time, most medallion sales are handled through brokers. As a
result, an active marketplace has developed for the purchase and resale of      
medallions. The price of a medallion varies with supply and demand. Elk's most  
recent experience, in June 2000, was that individually owned medallions sold    
for approximately $210,000 and corporate medallions sold for approximately      
$250,000 each. In addition, a 5% New York City transfer tax and various         
brokerage commissions are additional expenses incurred in the acquisition and   
sale of a medallion.                                                            

  Based upon statistics obtained from the TLC, from 1989 through 1998, the
number of corporate medallions that were resold by their holders varied each    
year from approximately 245 to 440, which suggests that there were between 122  
and 220 minifleet corporations in need of financing each year, while the number 
of individual owner medallions sold each year varied from 250 to 415. Assuming  
that a typical minifleet financing for purchases of medallions might involve a  
sum of approximately $450,000, the dollar volume of New York City minifleet     
financings might range from $49 million to $88 million a year. Assuming that a  
typical individual medallion financing for a purchase of a medallion involves a 
sum of approximately $180,000, the dollar volume of New York City individual    
medallion financing might range from $45 million to $75 million a year.         

In addition to financings for purchases and sales of medallions, a    
substantial market exists for refinancing the indebtedness of existing minifleet
or individual medallions. Management estimates this market to exceed that of the
market for financing transfers, and to be in excess of $100,000,000 per year.   

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    A prospective medallion owner must meet the requirements of the TLC, which
approves all sales and transfers. In general, the requirements are that the     
prospective owner have no criminal record, that the purchase funds be derived   
from legitimate sources, and that the taxi vehicle and meter meet specifications
set by the TLC. Also required is a clearance from prior insurers of the seller  
in the form of letters stating that there are no outstanding claims for personal
injuries in excess of insurance coverage.                                       

     NEW YORK MARKETING STRATEGY FOR MEDALLION FINANCING. Medallion transfers in
the New York City market are usually handled through medallion brokers, who have
frequent contact with taxi owners and drivers. Medallion brokers locate buyers  
for sellers of medallions and sellers for buyers of medallions, and then        
typically employ a financing broker to arrange for the financing of the         
medallion purchases. In many cases the medallion broker and the financing broker
are the same party or related parties.                                          

   Elk has received a significant number of referrals from certain medallion
brokers in New York. Elk also receives referrals from financing brokers and its 
borrowers. In addition, Elk occasionally places advertisements in local industry
newspapers and magazines. Elk also uses brokers, advertising and referrals in   
connection with its taxi lending business in the Chicago, Boston, and Miami     
markets.                                                                        

CHICAGO TAXI MEDALLION INDUSTRY AND MARKET. As part of its geographic 
diversification strategy, Elk studied the Chicago taxi medallion market in 1994,
and began making loans in Chicago in April, 1995. The taxi market and medallion 
system in Chicago is regulated by the City of Chicago Department of Consumer    
Services, Public Vehicle Operations Division. The number of taxi medallions is  
limited by city ordinances, and until 1988, these ordinances gave control of the
majority of the medallions to the two largest taxi operators in Chicago, Yellow 
Cab Co., and Checker Taxi Co., Inc.                                             

     Since 1988, the taxi industry in Chicago has shifted toward more individual
ownership. Over the succeeding 10 years, the Yellow Cab Co. and Checker Taxi    
Co., Inc., pursuant to a new ordinance, gave 1,300 medallions back to the City, 
and the City added 100 medallions each year. These medallions were distributed  
in a lottery system to taxi drivers who had never owned a medallion. By July,   
1997, there were a total of 5,700 medallions issued in Chicago, of which Yellow 
Cab Co. owned approximately 2,071, and the remaining 3,629 were owned by        
individual owner drivers, or by individual operators who had purchased multiple 
medallions.                                                                     

   In December, 1997, the City Council increased the number of medallions by
1,000 additional medallions, to be issued over a period of the succeeding three 
years. Of these medallions, 500 will be issued in lotteries to taxi drivers who 
never owned a medallion, and the other 500 will be auctioned to the highest     
bidder. In the November 1998 auction of 150 medallions, there were 499 bids to  
purchase medallions. The winning bid prices ranged from $57,000 to $63,000 per  
medallion, which was approximately the same as open market prices for taxi      
medallions that were sold in Chicago at that time. In the August, 1999 auction  
of 150 medallions, the winning bid prices ranged from 65,000 to 70,000.         

On January 21, 1999, the Yellow Cab Co. auctioned 175 medallions in a 
sealed bid auction at prices equal to the current open market value price for   
medallions. It is likely that the Yellow Cab Co. will continue to auction off   
its medallions in the future, in order to become a medallion service business   
serving the individual owner drivers who acquire the medallions.                

    It has been our experience that as the Chicago market has expanded, it has
also become more competitive. In addition, as the City of Chicago and now Yellow
Cab Co. supply medallions to the market place, we expect that the taxi medallion
market will continue to grow, with more and more                                

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owner-drivers and individual owner-operators of multiple medallions. To the     
extent that there are more owner-operators and individual owner-operators of    
multiple medallions in the market, we believe that there will be increased      
opportunities for us to serve this market.                                      

   Chicago city regulations set forth certain qualifications that all owners
of taxi medallions must meet, and require that all security interests in        
medallions be registered with the Department of Consumer Services. The          
Department of Consumer Services also is involved (along with the City Council)  
in setting taxi fares, and in setting maximum lease rates that may be charged by
owners to lessees of taxis, who drive them on a daily, weekly, or monthly basis.

  CHICAGO MARKETING STRATEGY FOR MEDALLION FINANCING. At the present time,
most medallion sales in Chicago are handled through brokers or attorneys. An    
active market place has developed in Chicago for the purchase and resale of     
medallions. Elk's most recent experience was that medallions were selling for   
between $65,000 and $70,000 per medallion. In addition, the City of Chicago     
imposes a 5% transfer tax on a medallion held for two years or more, a 10%      
transfer tax on a medallion held for between one and two years, and a 25%       
transfer tax on a medallion held less than one year. The recent imposition of   
the transfer taxes, in addition to being a source of revenue to the City, was   
also scaled in order to inhibit speculation in the purchase and resale of taxi  
medallions without the intent of actually operating taxis.                      

We believe that as many as 1,000 medallions are bought each year by   
purchasers, and at today's market value, this would give gross potential volume 
of approximately $65,000,000. If 80% of these purchases were financed, the      
annual market for loans to purchase medallions would be $52,000,000 per annum.  
In addition to purchases and sales of medallions, a substantial market exists   
for refinancing the indebtedness of existing owners. Based on the number of     
medallions currently issued and to be issued, we believe the market for         
financing transfers could exceed $60,000,000 per year.                          

   BOSTON TAXI MEDALLION INDUSTRY AND MARKET. Elk began to review the Boston
taxi market in the fall of 1994 and began making loans in this market in 1995.  
Since 1930, the Boston Police Commissioner has had exclusive jurisdiction over  
the regulation of taxi operations, including the issuance and transfer of       
medallions. The Hackney Carriage Unit of the Boston Police Department deals with
taxi regulatory issues.                                                         

   By statute, the number of medallions issued in the City of Boston may not
exceed 1,525, subject to increase or decrease in the Police Commissioner's      
discretion. The number of medallions remained essentially unchanged from the    
late 1940's until January 1999, when the City sold 75 additional medallions at  
auction. Prices at this auction exceeded $140,000 per medallion. The City of    
Boston auctioned another 75 medallions in September 1999 and 57 medallions in   
May of 2000.                                                                    

Under the applicable statutes and rules, Boston taxi medallions are   
assignable, subject to the approval of the Police Commissioner. In practice,    
transfer applications are submitted to the Hackney Carriage Unit, which has     
issued guidelines and forms for transfers. Loans by financial institutions or   
individuals are secured by taxi medallions and assets are routinely allowed in  
accordance with the Hackney Carriage Unit's "Procedures for Recording Secured   
Party Interest."                                                                

   BOSTON MARKETING STRATEGY FOR MEDALLION FINANCING. The Boston taxi market
services the City of Boston, which includes Logan Airport. Elk's marketing      
efforts have included retention of a local attorney, advertising in the Carriage
News, a local trade newspaper, and the use of forwarding brokers. Our efforts   
have resulted a loan portfolio of approximately $1,638,000 as of June 30, 2000. 

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   MEDALLION INDUSTRY IN METRO-DADE COUNTY, (MIAMI AREA), FLORIDA. Elk began
to investigate the Miami area taxi market in 1995, and began making loans in    
1996. The Miami taxi industry has been regulated on a county-wide basis in      
Metro-Dade County, Florida since 1981. The Passenger Transportation Regulatory  
Division (the "PTRD") of the Metro-Dade County Consumer Services Division       
oversees taxi operations and licenses in accordance with the Metro-Dade County  
Code.                                                                           

   Until April 1999, each taxi operator in Metro-Dade County was required to
obtain a "For-Hire" license. The number of licenses was limited to one license  
for each 1,000 residents in the county. With approximately 2,100,000 residents  
in the county, 2,100 licenses could have been issued; however, only 1,827       
licenses are currently authorized, of which 1,824 have been issued. In 1991, a  
For-Hire license loan program was approved, authorizing the use of loans to     
purchase (but not to refinance) licenses and taxis. Any lender must be a        
licensed lending institution authorized to do business in Florida. To the best  
of our knowledge, Elk is currently one of only two lending institutions that are
authorized to make loans to the taxi industry in Metro-Dade County. Transfers of
licenses and financing arrangements are subject to prior approval by the PTRD   
and the County Board of Commissioners.                                          

For-Hire licenses were considered a privilege, not a property right.  
However, since licenses were limited in number, the marketplace created a       
"market price" or value in connection with the transfer of the license right to 
a purchaser. As of April 1999, the Metro-Dade County Code was amended to create 
a "medallion," or property right, system with a view to attracting traditional  
financing providers to provide the taxi industry with additional funding        
sources. Existing For-Hire licenses were automatically converted into           
medallions.                                                                     

According to official Metro-Dade County publications, approximately   
one-third of the currently outstanding licenses are owned by individuals or     
corporations that own and operate only one license. Other than 106 licenses held
by one owner, the balance of the licenses are owned mainly by holders of from   
two to five licenses. The number of license transfers has been generally        
increasing in recent years, with a high of 197 transfers in 1997, with an       
average reported price of $51,658. However, we believe that the present market  
price of licenses/medallions in Metro-Dade County is between $75,000 to $80,000 
per medallion.                                                                  

    MIAMI AREA MARKETING STRATEGY FOR MEDALLION FINANCING. We believe that the
recent change to a medallion system and an emphasis on individual               
operator-ownership of medallions for the future will open a large new market for
taxi medallion financing in the Miami area. As of June 30, 2000, the total      
principal amount of our outstanding taxi loans in the Miami area was            
approximately $1,620,094.                                                       

COMMERCIAL (NON-TAXI) LOANS -- OVERVIEW                                         

Elk began making loans to diversified (non-taxi) small businesses     
("Commercial Loans") in the New York City metropolitan area in 1985, in order to
diversify its loan portfolio, which until that time had consisted almost        
entirely of loans to owners of New York City taxi medallions. After a period of 
losses in its Commercial Loan portfolio from 1991 to 1994, Elk has been         
increasing this portfolio on a selective basis since 1995, with a concentration 
on loans to operators of retail dry cleaners and laundromats. Recently, Elk has 
also begun geographically expanding its Commercial Loan portfolio, with loans in
South Florida, Massachusetts, and North Carolina.                               

Elk has chosen to concentrate its Commercial Loan portfolio in loans  
secured by retail dry cleaning and coin-operated laundromat equipment because of
certain characteristics similar to taxi                                         

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medallion lending that make these industries attractive candidates for          
profitable lending. These factors include: (i) relatively high fixed rates of   
interest ranging from approximately 325 to 700 basis points over the prevailing 
Prime Rate at the time of origination, (ii) low historical repossession rates,  
(iii) vendor recourse in many cases, (iv) significant equity investments by     
borrowers, (v) an active market for repossessed equipment, and for resale of    
businesses as going concerns through transfers of the leasehold and business    
equipment to new operators, and (vi) a collateral service life that is          
frequently twice as long as the term of the loans. We estimate that there are   
approximately 4,000 retail dry cleaners and approximately 3,000 laundromats in  
the New York City metropolitan area. In addition, we believe that specialization
in the dry cleaning and laundromat industries will permit relatively low        
administrative costs because documentation and terms of credit are standardized,
and the consistency among the loans has simplified credit review and portfolio  
analysis.                                                                       

     We further believe that other niche industries with similar characteristics
will provide additional loan portfolio growth opportunities. Elk's other        
Commercial Loans are currently spread among other industries, including auto    
sales, retirement home, garden center, commercial construction, car wash,       
theater, restaurant, and financial services.                                    

 Elk's Commercial Loans finance either the purchase of the equipment and
related assets necessary to open a new business or the purchase or improvement  
of an existing business, and Elk has originated Commercial Loans in principal   
amounts up to $1,000,000. Elk generally retains these loans, although from time 
to time it sells participation interests in its loans to diversify risk, or     
purchases participation interests in loans generated by other SBICs.            

ELK'S LOANS                                                                     

Elk's primary business has been to provide long-term business loans at
commercially competitive interest rates (which at June 30, 2000, ranged from    
8.0% to 18% per annum). From 1979 through March 1997, Elk was a "Specialized    
Small Business Investment Company" ("SSBIC") under the rules of the SBA. All of 
its loans were required to be made to small businesses that were majority-owned 
by socially or economically disadvantaged persons, known as "Disadvantaged      
Concerns." In September 1996, the 1958 Act was amended to provide, among other  
things, that no further subsidized funding would be made available to SSBICs.   
Consequently, Elk amended its Certificate of Incorporation and entered into an  
agreement with the SBA in February 1997 in order to convert Elk from an SSBIC to
an SBIC. As such, Elk may now lend to persons who are not Disadvantaged         
Concerns. As of June 30, 2000 more than 95% of Elk's loans and investments      
were to Disadvantaged Concerns.                                                 

Elk intends to continue to make loans to Disadvantaged Concerns,      
particularly in connection with the ownership of taxis and related assets in the
New York City and Chicago markets. Elk also intends to diversify its activities 
by lending and investing in a broader range of Small Business Concerns.         

    SBA Regulations set forth a ceiling on the interest rates that an SBIC may
charge its borrowers. Under the current SBA Regulations, the basic maximum rate 
of interest that an SBIC may charge is 19%. However, if either the weighted     
average cost of the SBIC's qualified borrowings, as determined pursuant to SBA  
Regulations, or the SBA's current debenture interest rate, plus, in either case,
11% and rounded off to the next lower eighth of 1%, is higher, the SBIC may     
charge the higher rate. The maximum rate of interest that Elk was allowed to    
charge its borrowers for loans originated during June, 2000 was 19%. See        
"Regulation -- The Small Business Act of 1958."                                 

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Elk has agreed with the SBA that it must maintain a non-taxi          
investment/loan portfolio (included with the combination of its assets acquired 
and receivables on assets acquired in the future) in an amount not less than its
outstanding SBA guaranteed leverage (i.e., debentures) issued since 1995, which 
amount is currently $2,470,000. See "Investment Policies -- Elk's Investment    
Policies -- Concentration of Investments."                                      

   Elk may revise the nature of its loan portfolio at such time as its Board
of Directors determines that such revision is in the best interests of Elk. Elk 
does not currently anticipate that its loan portfolio will realize an annual    
turnover in excess of 50%. Elk will not lend to, or otherwise invest more than  
the lesser of (i) 10% of its total assets, or (ii) 30% of its paid-in capital   
attributable to its Common Stock in any one Small Business Concern. Elk has not 
made, and is prohibited by applicable SBA Regulations from making, loans to     
officers, directors or principal stockholders of Elk or "associates" of Elk, as 
such term is defined in applicable SBA Regulations.                             

TAXI MEDALLION FINANCING LOANS                                                  

     The large majority of Elk's loans have been made to purchasers or owners of
New York City taxi medallions. Since Elk commenced operations it has made over  
$175,000,000 of such loans. However, the New York market has become increasingly
more competitive, and the value of medallions has remained essentially unchanged
for the last few years, although between July 1, 1999 and June 30, 2000         
medallion prices in New York City dropped approximately 15%. This has limited   
Elk's opportunities to make profitable loans or expand its activities in this   
market. Consequently, in 1995 and 1996, Elk began expanding its taxi lending    
business into the Chicago, Boston, and Miami markets, where its taxi lending    
business has increased and continued to be profitable. During the time Elk has  
been making taxi loans in these markets, the market prices of medallions have   
been increasing. Since April 1995 when Elk began making loans in the Chicago    
taxi medallion market, the market value of a medallion has increased from       
approximately $32,000 to approximately $68,000. During the time Elk has been    
making taxi loans in Boston and the Miami area, the market price of medallions  
has increased from approximately $90,000 to $180,000 in Boston and from         
approximately $55,000 to $80,000 in Miami.                                      

     As of June 30, 2000, $16,822,002, or 30%, of the aggregate principal amount
of its outstanding loans of $56,806,579, represented loans made to finance the  
purchase or continued ownership of New York City taxi medallions and related    
assets; an aggregate of $24,980,811, or 44%, consisted of loans to finance the  
purchase or refinancing of taxi medallions in Chicago, and the balance of       
$15,003,766 or 26% consisted of loans to various commercial borrowers, of which 
$1,637,688, or 2.9%, was invested in Boston taxi medallion financing and        
$1,620,094, or 2.9%, was invested in Miami taxi medallion financing. See " --   
Loan Portfolio; Valuation," below.                                              

   Due to increasing competition, annual interest rates for new loans in the
New York market are currently averaging 9.5%. Interest rates on Chicago taxi    
loans generally have ranged from 12% to 14% per year. With additional           
competition presently in the market place, it is expected that rates will range 
in the near term from 11% to 13% per year on new loans, depending upon the size 
of the loan, the repayment schedule, the balloon dates, the loan-to-value ratio,
and the credit history of the borrower. In addition, most loans that Elk has    
made have been for four to six year terms and are self-amortizing. With         
increased competition in the market, the term of the loan may be expected to    
increase to periods longer than six years. Interest rates on loans in the Boston
market currently range from 10-12%, and in the Miami market currently range from
12-13%.                                                                         

COMMERCIAL LOAN PORTFOLIO                                                       

   Elk began making non-taxi Commercial Loans in 1985. Due to the effects of
the nationwide recession of the early 1990's on the New York City metropolitan  
area economy, between 1990 and                                                  

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1994 Elk suffered significant losses in its Commercial Loan portfolio. These    
losses were primarily written off against income earned by Elk on its taxi loan 
portfolio. By 1995, the local economy had improved and Elk again began making   
selective Commercial Loans, and its activities in this area have been increasing
steadily. At June 30, 1995, Commercial Loans totaled $1,275,654, or 5.5%, of    
Elk's total loan portfolio, while at June 30,2000, Commercial Loans totaled     
$11,745,984, or 20.7%, of Elk's total loan portfolio. For the year ended June   
30, 2000 the Company wrote-off certain commercial loans aggregating $617,846.   

     At June 30, 2000, Elk's Commercial Loan portfolio consisted of 78 loans, of
which 13 loans totaling $1,821,367 were to dry-cleaning businesses, 34 loans    
totaling $5,536,645 were to laundromat businesses, and 31 loans totaling        
$4,387,972 were to a variety of other small businesses. Loans to dry cleaners   
and laundromats represented 62.6% of the aggregate principal amount of          
Commercial Loans outstanding at June 30, 2000.                                  

Elk generally originates Commercial Loans by financing the cost of dry
cleaning, laundromat or other business-specific equipment, while the borrower is
making an equity investment to finance the cost of installation, building of    
appropriate infrastructure to support the equipment, installation of other      
equipment necessary for the business operations, other decorations and working  
capital. Substantially all Commercial Loans are collateralized by first security
interests in the assets being financed by the borrower, or by real estate       
mortgages. In addition, Elk generally requires personal guaranties from the     
principals of the borrower and in limited cases obtains recourse guaranties from
the equipment vendors.                                                          

  Elk's Commercial Loans typically require equal monthly payments covering
accrued interest and amortization of principal over a four to eight year term   
and generally can be prepaid with a fee of 60 to 90 days of interest during the 
first several years of the loan. The term of, and interest rate charged on,     
Elk's Commercial Loans are subject to SBA Regulations.                          

Elk generally obtains interest rates on its Commercial Loans that are 
higher than it can obtain on New York City taxi medallion loans. The Company    
believes that the increased yield on Commercial Loans compensate for their      
higher risk relative to medallion loans and that it will benefit from the       
diversification of its portfolio. Interest rates on currently outstanding       
Commercial Loans range from 8% to 18%.                                          

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LOAN PORTFOLIO; VALUATION                                                       

The following table sets forth a classification of the Company's      
outstanding loans as of  June 30, 2000 (unaudited):                             

                                                        [Enlarge/Download Table]

                                                                                      Maturity                    
                                                    Number           Interest           Dates           Balance   
Type of Loan                                       of Loans           Rates          (In Months)      Outstanding 
----------------------------------------------------------------------------------------------------------------- 
                                                                                                                  
New York City:                                                                                                    
 Taxi medallion                                         103             8 - 16%        48 - 300        $16,612,749
 Radio car service                                       27            11 - 15%         24 - 48            209,253

Chicago:                                                                                                          
 Taxi medallion                                         484            11 - 16%        21 - 120         24,980,811

Boston:                                                                                                           
 Taxi medallion                                          13           9.5 - 11%        39 - 180          1,637,688

Miami:                                                                                                            
 Taxi medallion                                          40          10.5 - 16%        29 - 180          1,620,094

Other loans:                                                                                                      
 Restaurant                                               4            10 - 12%        60 - 180            327,261
 Hairdresser                                              2                 12%             180             69,322
 Car Wash/Auto Center                                     7           8 - 10.5%        60 - 180            880,027
 Golf Course                                              1                 14%              12            200,000
 Bagel store                                              1                 14%              60             13,513
 Dry Cleaner                                             13          10.5 - 18%        48 - 120          1,821,367
 Laundromat                                              34           9.5 - 18%         51 - 84          5,536,645
 Laundry Equipment Dealer                                 1                9.5%              52             68,966
 Financial Services                                       1                 14%             120            252,782
 Black Car Service (real property)                        4          10.5 - 11%        60 - 180            652,380
 Auto Sales                                               3            12 - 13%        57 - 120            275,349
 Embroidery Manufacturer                                  2            12 - 18%         24 - 60            214,209
 Movie Theater                                            1                 16%             120            157,298
 Retirement home                                          1                 14%              84            300,000
 Garden Supply/Florist                                    1                 14%              91            287,500
 Commercial Construction                                  2            13 - 16%         72 - 84            689,365
                                                       ----                                            -----------
                                                        745                                                       

      Total Loans Receivable                                                                            56,806,579
                                                                                                       -----------
 Less: Allowance for loan losses                                                                           380,000

      Loans Receivable, net                                                                            $56,426,579
                                                                                                       ===========

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  Loans made by Elk to finance the purchase or continued ownership of taxi
medallions, taxis and related assets are typically secured by such medallions,  
taxis and related assets. Loans made by Elk to finance the acquisition and/or   
operation of retail, service or manufacturing businesses are typically secured  
by real estate and other assets. In the case of loans to corporate owners, the  
loans are usually personally guaranteed by the stockholders of the borrower. Elk
generally obtains first mortgages, but occasionally has participated in certain 
financings where it has obtained a second mortgage on collateral. Elk has       
obtained a relatively higher rate of interest in connection with these          
subordinated financings. Elk has not, to date, committed more than 5% of its    
assets to any one business concern in its portfolio. The interest rates charged 
by Elk on its currently outstanding loans range from 8% to 18% per annum. As of 
June 30, 2000, the annual weighted average interest rate on Elk's loans was     
approximately 11.5%. The average term of Elk's currently outstanding loans is   
approximately 48 months.                                                        

   VALUATION -- As an SBIC, Elk is required by applicable SBA Regulations to
submit to the SBA semi-annual valuations of its investment portfolio, as        
determined by its Board of Directors, which considers numerous factors including
but not limited to the financial strength of its borrowers to determine "good"  
or "bad" status, and fluctuations in interest rates to determine marketability  
of loans. Reference is made to Footnotes 1, 2 and 3 of Notes to Financial       
Statements for a discussion of Elk's method of valuation of its current         
portfolio of loans. In the event Elk invests in securities for which price      
quotations are readily available, Elk will value such investments at their fair 
market value, based on such quoted prices. With respect to securities for which 
price quotations are not readily available, such securities will be valued at   
fair market value as determined by the Board of Directors.                      

COLLECTION EXPERIENCE -- Elk has not, to date, had a material loss of 
principal in any taxi medallion loan, although it has experienced some losses of
principal in its diversified (non-taxi) loan portfolio. Likewise, its collection
experience (timely payments, collections on foreclosure, etc.) with taxi        
medallion financings has historically been better than with its non-taxi loans. 
From 1991 through 1994, substantially all of Elk's provisions for loan losses   
and losses on assets acquired were related to business loans secured by real    
estate and to radio car loans. In addition, from 1991 through 1995, Elk had     
difficulty selling off real estate acquired on defaulted loans as a result of a 
depressed real estate market. Since 1995, Elk has substantially increased its   
diversified loan portfolio, and its overall collection experience with these    
loans has improved, although it has experienced losses on selective loans       

SOURCES OF FUNDS                                                                

  Elk is authorized to borrow money and issue debentures, promissory notes
and other obligations, subject to SBA regulatory limitations. Other than the    
subordinated debentures issued to the SBA, Elk has to date borrowed funds only  
from banks. As of June 30, 2000, Elk maintained three lines of credit totaling  
$40,000,000 with an overall lending limit of $40,000,000. At June 30, 2000, Elk 
had $37,800,000 outstanding under these lines. The loans, which mature through  
October 2000, bear interest based on an effective rate of interest equal to     
approximately 150 basis points above LIBOR plus certain fees. Upon maturity, Elk
anticipates extending the lines of credit for another year as has been the      
practice in previous years. Pursuant to the terms of the loan agreements, Elk is
required to comply with certain terms, covenants and conditions, and has pledged
its loans receivable and other assets as collateral for the above lines of      
credit.                                                                         

     If interest rates rise, our cost of funds would increase while the rates on
our outstanding loans to our borrowers remained fixed, and our profitability    
could decrease. In order to partially contain this risk, we have purchased      
interest rate caps and interest rate swaps. While these limit our exposure to   

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upward movement in interest rates on our bank loans, they initially increase the
effective interest rates that we pay on loans subject to these agreements.      
However, general rises in interest rates will reduce our interest rate spread in
the short term on the floating portion of our bank debt that is not covered by  
interest rate caps or interest rate swaps. See "Management's Discussion and     
Analysis of Financial Condition and Results of Operations -- Results of         
Operations -- Interest Expense" and Note 11 of Notes to Consolidated Financial  
Statements.                                                                     

 Pursuant to the SBA Agreement, Elk agreed to limit the aggregate of its
indebtedness based on a computation of a borrowing base each quarter. The       
borrowing base computation is calculated to determine that the total amount of  
debt due on the senior bank debt and SBA debentures does not exceed             
approximately 80% of the value of performing loans and investments in Elk's     
portfolio. Loans that are more than 90 days in arrears are valued at a lower    
amount in computing the borrowing base.                                         

In connection with the SBA Agreement, Elk has also entered into an    
intercreditor agreement (the "Intercreditor Agreement") and a custodian         
agreement (the "Custodian Agreement") with its banks and the SBA. Pursuant to   
the Custodian Agreement, the banks and the SBA-appointed Israel Discount Bank of
New York as the custodian to hold certain notes, security agreements, financing 
statements, assignments of financing statements, and other instruments and      
securities as part of the collateral for Elk's indebtedness to the banks and the
SBA. The Intercreditor Agreement sets forth the respective rights and priorities
of the banks and the SBA with respect to the repayment of indebtedness to the   
banks and the SBA and as to their respective interests in the collateral.       
Pursuant to the Intercreditor Agreement, the banks consented to the grant by Elk
to the SBA of a security interest in the collateral, which security interest    
ranks junior in priority to the security interests of the banks.                

SBIC BENEFITS                                                                   

    GENERAL. As an SBIC, Elk is eligible to receive certain financing from the
SBA on favorable terms, and Elk and its stockholder are entitled to certain tax 
benefits, both described below. The SBA has a certain amount of discretion in   
determining the type and amount of financing that will be made available to an  
SBIC. Therefore, there can be no assurance as to the nature and amount of SBA   
financing that may actually be obtained by Elk. Furthermore, there are certain  
restrictions and requirements to which Elk is subject by virtue of its being an 
SBIC.                                                                           

     BACKGROUND. SBICs were created under the 1958 Act as vehicles for providing
equity capital, long-term loan funds and management assistance to small         
businesses. In general, the SBA considers a business to be "small," and         
therefore eligible to receive loans from an SBIC, only if (i) its net worth does
not exceed $18,000,000 and if the average of its net annual income after taxes  
for the preceding two years was not more than $6,000,000 or (ii) it meets the   
size standard for the industry in which it is primarily engaged, pursuant to SBA
Regulations. In addition, an SBIC is required to allocate a portion of its      
portfolio to the financing of concerns that (i) together with their affiliates  
do not have net worth in excess of $6 million and do not have an average net    
income after taxes for the preceding two years in excess of $2 million or (ii)  
meet the size standard for the industry in which they are primarily engaged.    
SBICs are licensed, regulated, and sometimes partially financed, by the SBA.    

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     BENEFITS. The principal benefits to Elk of being licensed as an SBIC are as
follows:                                                                        

The SBA is authorized to guaranty full repayment of all principal and 
interest on debentures issued by an SBIC to the extent of 300% of the SBIC's    
"Leverageable Capital," as defined in the applicable SBA Regulations. However,  
the percentage of allowable leverage decreases if the SBIC's Leverageable       
Capital exceeds $15,000,000. The term of such debentures is typically 10 years. 
The SBA will guarantee such debentures only after such an SBIC has demonstrated 
a need for such debentures as evidenced by the SBIC's investment activity and   
its lack of sufficient funds available for investments; provided, however, that 
an SBIC that has invested at least 50% of its Leverageable Capital and          
outstanding leverage shall be presumed to lack sufficient funds available for   
investment. Generally, such debentures will bear interest at a fixed rate that  
is based on the rate which is set by the underwriters of the pooled debentures  
sold through SBIC Funding Corp.                                                 

   With respect to debentures guaranteed after July 1, 1991, the SBA's claim
against an SBIC is subordinated, in the event of such SBIC's insolvency, only in
favor of present and future indebtedness outstanding to lenders and only to the 
extent that the aggregate amount of such indebtedness does not exceed the lesser
of 200% of such SBIC's paid-in capital and paid-in surplus (as adjusted pursuant
to SBA Regulations), or $10,000,000. However, the SBA may agree to a            
subordination in favor of one or more loans from certain lenders, in its sole   
discretion. Pursuant to the SBA Agreement and the Intercreditor Agreement, the  
SBA agreed to a subordination in favor of Elk's banks; provided, however, that  
Elk is required to keep its overall debt to certain levels based upon the       
performance of its portfolio.                                                   

COMPETITION                                                                     

     Banks, credit unions, other finance companies, some of which are SBICs, and
other private lenders compete with Elk in the origination of taxi medallion     
loans and commercial installment loans. Finance subsidiaries of equipment       
manufacturers also compete with Elk. Many of these competitors have greater     
resources than Elk and certain competitors are subject to less restrictive      
regulations than Elk. As a result, Elk expects to continue to encounter         
substantial competition from such lenders. Therefore, there can be no assurance 
that Elk will be able to identify and complete financing transactions that will 
permit it to compete successfully.                                              

EMPLOYEES                                                                       

As of June 30, 2000, we employed a total of six employees.            

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 INVESTMENT POLICIES

ELK INVESTMENT POLICIES                                                         

 The investment policies described below are the fundamental policies of
Elk. Under the 1940 Act, these policies may be changed only by the vote of the  
lesser of (i) a majority of Elk's outstanding Common Stock, or (ii) 67% of the  
number of shares of Common Stock present in person or by proxy at a stockholder 
meeting at which at least 50% of the outstanding shares of Common Stock are     
present. Because Ameritrans is the only stockholder of Elk, we have agreed with 
the SEC that Elk's fundamental investment policies will be changed only by the  
vote of the Ameritrans stockholders.                                            

     (a) ISSUANCE OF SENIOR SECURITIES. Elk may issue subordinated debentures to
the SBA in the maximum amounts permissible under the 1958 Act and the applicable
regulations. Elk currently does not have any preferred stock authorized.        

     (b) BORROWING OF MONEY. Elk has the power to borrow funds from banks, trust
companies, other financial institutions, the SBA or any successor agency and/or 
other private or governmental sources, if determined by Elk's Board of Directors
to be in its best interests.                                                    

  (c) UNDERWRITING. Elk has not engaged, and does not intend to engage, in
the business of underwriting the securities of other issuers.                   

  (d) CONCENTRATION OF INVESTMENTS. Elk may not concentrate 25% or more of
its total assets in securities of issuers in any industry group except the taxi 
industry. Elk will make at least 25% of its investments for financing the       
purchase or continued ownership of taxi medallions, taxis and related assets.   
The balance of its investments includes, and Elk intends to continue to finance,
the acquisition and/or operation of other small businesses.                     

     (e) REAL ESTATE. Elk has not engaged, and does not intend to engage, in the
purchase and sale of real estate. However, Elk may elect to purchase and sell   
real estate in order to protect any of its prior investments which it considers 
at risk.                                                                        

(f) COMMODITIES CONTRACTS. Elk has not engaged, and does not intend to
engage, in the purchase and sale of commodities or commodities contracts.       

     (g) LOANS. Elk has made, and will continue to make, loans to Small Business
Concerns in accordance with the provisions of the 1958 Act and the SBA          
Regulations.                                                                    

     (h) WRITING OPTIONS. Elk has not engaged, and does not intend to engage, in
the writing of options.                                                         

 (i) SHORT SALES. Elk has not engaged, and does not intend to engage, in
short sales of securities.                                                      

(j) PURCHASING SECURITIES ON MARGIN. Elk has not engaged, and does not
intend to engage, in the purchase of securities on margin.                      

    (k) FUTURES CONTRACTS. Elk has not engaged, and does not intend to engage,
in the purchase or sale of futures contracts.                                   

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(l) RESTRICTED SECURITIES. Elk may invest up to 100% of its assets in 
restricted securities.                                                          

   (m) TYPES OF INVESTMENTS. Although Elk was organized primarily to provide
long term loan funds to Small Business Concerns, Elk's certificate of           
incorporation provides Elk with the authority to invest in the equity capital of
Small Business Concerns. Accordingly, Elk may make equity investments in Small  
Business Concerns if determined by its Board of Directors to be in the best     
interests of Elk.                                                               

     (n) MAXIMUM INVESTMENT. Elk will not lend or otherwise invest more than the
lesser of (i) 10% of its total assets or (ii) 30% of its paid-in capital        
attributable to its Common Stock with respect to any one Small Business Concern.

     (o) PERCENTAGE OF VOTING SECURITIES. The percentage of voting securities of
any one Small Business Concern which Elk may acquire may not exceed 49% of the  
outstanding voting equities of such Small Business Concern.                     

  (p) MANAGEMENT CONTROL. Elk does not intend to invest in any company for
the purpose of exercising control of management. However, Elk may elect to      
acquire control in order to protect any of its prior investments which it       
considers at risk.                                                              

(q) INVESTMENT COMPANIES. Elk has not invested, and does not intend to
invest, in the securities of other investment companies.                        

    (r) PORTFOLIO TURNOVER. Elk intends to make changes in its portfolio when,
in the judgment of its Board of Directors, such changes will be in the best     
interest of our stockholders in light of the then existing business and         
financial conditions. We do not anticipate that Elk's loan portfolio will       
realize an annual turnover in excess of 50%, although there can be no assurance 
with respect thereto.                                                           

AMERITRANS INVESTMENT POLICIES                                                  

 Ameritrans' only fundamental policies, that is, policies that cannot be
changed without the approval of the holders of a majority of Ameritrans'        
outstanding voting securities, as defined under the 1940 Act, are the           
restrictions described below. A "majority of Ameritrans' outstanding voting     
securities" as defined under the 1940 Act means the lesser of (i) 67% of the    
shares represented at a meeting at which more than 50% of the outstanding shares
are represented or (ii) more than 50% of the outstanding shares. The other      
policies and investment restrictions referred to in this Annual Report,         
including Ameritrans' investment objectives, are not fundamental policies of    
Ameritrans and may be changed by Ameritrans' Board of Directors without         
stockholder approval. Unless otherwise noted, whenever an investment policy or  
limitation states a maximum percentage of Ameritrans' assets that may be        
invested in any security or other asset, or sets forth a policy regarding       
quality standards, such standard or percentage limitation will be determined    
immediately after and as a result of Ameritrans' acquisition of such security or
other asset. Accordingly, any subsequent change in values, assets, or           

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other circumstances will not be considered when determining whether the         
investment complies with Ameritrans' investment policies and limitations.       
Ameritrans' fundamental policies are as follows:                                

   (a) Ameritrans will at all times conduct its business so as to retain its
status as a BDC under the 1940 Act. In order to retain that status, Ameritrans  
may not acquire any assets (other than non-investment assets necessary and      
appropriate to its operations as a BDC) if, after giving effect to such         
acquisition, the value of its "Qualifying Assets," amount to less than 70% of   
the value of its total assets. Ameritrans believes that the securities it       
proposes to acquire in connection with the acquisition of Elk, as well as       
temporary investments it makes with its funds, will generally be Qualifying     
Assets. See "Regulation."                                                       

(b) Ameritrans may borrow funds and issue "senior securities" to the  
maximum extent permitted under the 1940 Act. As a BDC, Ameritrans may issue     
senior securities if, immediately after such issuance, the senior securities    
will have an asset coverage of at least 200%. Under the 1940 Act, subordinated  
debentures issued to or guaranteed by the SBA, the preferred stock issued to the
SBA by Elk and Elk's bank borrowings may be considered senior securities issued 
by Ameritrans requiring asset coverage of 200%; however, pursuant to an         
Exemptive Order issued by the SEC on December 7, 1999, such debentures,         
preferred stock and bank borrowings are exempt from the asset coverage          
requirements of the 1940 Act.                                                   

    (c) Ameritrans will not (i) underwrite securities issued by others (except
to the extent that it may be considered an "underwriter" within the meaning of  
the Securities Act in the disposition of restricted securities), (ii) engage in 
short sales of securities, (iii) purchase securities on margin (except to the   
extent that it may purchase securities with borrowed money), (iv) write or buy  
put or call options, or (v) engage in the purchase or sale of commodities or    
commodity contracts, including futures contracts (except where necessary in     
working out distressed loan or investment situations). Ameritrans and Elk may   
purchase interest rate caps and swaps covering up to 100% of their variable rate
debt. In addition, Ameritrans may sponsor the securitization of loan portfolios.

    (d) Ameritrans and Elk may originate loans and loans with equity features.
To the extent permitted under the 1940 Act and the regulations promulgated      
thereunder, Ameritrans may also make loans as permitted (i) under its existing  
stock option plans, (ii) under plans providing for options for disinterested    
directors that might be adopted by Ameritrans in the future, and (iii) to       
officers and directors for the purchase of Ameritrans Common Stock.             

     (e) Ameritrans will hold all of the outstanding common stock of Elk and Elk
Capital and may organize additional subsidiaries in the future. Ameritrans may  
acquire restricted securities of small businesses.                              

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 FEDERAL INCOME TAX CONSIDERATIONS

 The following discussion is a general summary of the federal income tax
principles applicable to Ameritrans, based on the currently existing provisions 
of the Internal Revenue Code and the regulations thereunder. This summary does  
not purport to be a complete description of the tax considerations applicable to
Ameritrans or to the holders of its Common Stock. These principles, in general, 
also apply to Elk, but the sole direct stockholder of Elk is Ameritrans.        

     Ameritrans has elected to be treated as a "regulated investment company" (a
"RIC") under Section 851 of the Internal Revenue Code, and Elk has elected to be
treated as a RIC since 1984. A regulated investment company may deduct, for     
federal income tax purposes, most dividends paid to stockholders, thereby       
avoiding federal income taxation at the corporate level on stockholder          
dividends. In addition, because Elk currently qualifies for treatment as a RIC, 
Ameritrans anticipates that the dividends it receives from Elk will not be      
subject to corporate taxation at the level of Elk.                              

TAXATION OF REGULATED INVESTMENT COMPANIES                                      

   In order to qualify as a RIC for a given fiscal year, a company must meet
each of the following conditions for that fiscal year:                          

        a) The company must be registered as an investment company under the
1940 Act at all times during the year.                                

      b) At least 90% of the company's gross income for the year must be
   derived from interest, gains on the sale or other disposition of stock or
   other securities, dividends and payment with respect to securities loans.

       c) Less than 30% of the company's gross income must be derived from
the sale or other disposition of securities held for less than three  
months.                                                               

     d) At the close of each quarter, at least 50% of the value of the
   company's total assets must be represented by cash, cash items (including
 receivables), securities of other RICs and securities of other issuers,
    except that the investment in a single issuer of securities may not exceed
5% of the value of the RIC's assets, or 10% of the outstanding voting 
securities of the issuer.                                             

         e) At the close of each quarter, and with the exception of government
    securities or securities of other RICs, no more than 25% of the value of a
  RIC's assets may be made up of investments in the securities of a single
  issuer or in the securities of two or more issuers controlled by the RIC
and engaged in the same or a related trade or business. However, if a 
non-RIC entity controlled by the RIC subsequently sustains internally 
generated growth (as opposed to growth via acquisitions), the         
diversification requirement will not be violated even if the non-RIC  
subsidiary represents in excess of 25% of the RIC's assets.           

   f) The company must distribute as dividends at least 90% of its
investment company taxable income (as defined in Section 852 of the   
Internal Revenue Code), as well as 90% of the excess of its tax-exempt
income over certain disallowed tax-exempt interest deductions. This   
     treatment substantially eliminates the "double taxation" (i.e., taxation at
    both the corporate and stockholder levels) that generally results from the
use of corporate investment vehicles. A RIC is,                       

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     however, generally subject to federal income tax at regular corporate rates
on undistributed investment company taxable income.                   

   In order to avoid the imposition of a non-deductible 4% excise tax on its
undistributed income, a company is required, under Section 4982 of the Internal 
Revenue Code, to distribute within each calendar year at least 98% of its       
ordinary income for such calendar year and 98% of its capital gain net income   
(reduced by the RIC's net ordinary loss for the calendar year, but not below its
net capital gain) for the one-year period ending on October 31 of such calendar 
year.                                                                           

   The tax benefits available to a qualified RIC are prospective, commencing
with the fiscal year in which all the conditions listed above are met, and would
not permit Ameritrans to avoid income tax at the corporate level on income      
earned during prior taxable years. If Ameritrans fails to qualify as a RIC for a
given fiscal year, Ameritrans will not be entitled to a federal income tax      
deduction for dividends distributed, and amounts distributed as stockholder     
dividends by Ameritrans will therefore be subject to federal income tax at both 
the corporate level and the individual level.                                   

    Dividends distributed by Elk to Ameritrans will constitute ordinary income
to Ameritrans to the extent derived from non-capital gain income of Elk, and    
will ordinarily constitute capital gain income to Ameritrans to the extent      
derived from capital gains of Elk. However, since Ameritrans is also a RIC,     
Ameritrans will, in general, not be subject to a corporate level tax on its     
income to the extent that it makes distributions to its stockholders. If Elk    
does not qualify as a RIC for any reason in any fiscal year, it will not be     
entitled to a federal income tax deduction for dividends distributed, and will  
instead be liable to pay corporate level tax on its earnings. Further, if Elk   
does not qualify as a RIC, such failure will cause Ameritrans to fail to qualify
for RIC status as well, as long as Elk stock held by Ameritrans represents more 
than 25% of Ameritrans' assets. In such a case, Ameritrans will be taxed on     
dividends received from Elk, subject to the deduction for corporate dividends   
received, which is currently 70%. Thus, if Elk fails to qualify as a RIC for any
reason, its earnings would be taxed at three levels: to Elk, in part to         
Ameritrans, and finally, when they are distributed by Ameritrans, to our        
stockholders.                                                                   

As long as Ameritrans qualifies as a RIC, dividends distributed by    
Ameritrans to its stockholders out of current or accumulated earnings and       
profits constitute ordinary income to such stockholders to the extent derived   
from ordinary income and short-term capital gains of Ameritrans (such as        
interest from loans by Ameritrans). Any long-term capital gain dividends        
distributed by Ameritrans would constitute capital gain income to Ameritrans    
stockholders. To the extent Ameritrans makes distributions in excess of current 
and accumulated earnings and profits, these distributions are treated first as a
tax-free return of capital to the stockholder, reducing the tax basis of the    
stockholder's stock by the amount of such distribution, but not below zero, with
distributions in excess of the stockholder's basis taxable as capital gains if  
the stock is held as a capital asset.                                           

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TAXATION OF SBICS                                                               

    As a result of Elk's status as a licensed SBIC under the 1958 Act, Elk and
its stockholders qualify for the following tax benefits:                        

      (i) Under Section 243 of the Internal Revenue Code, Elk may deduct
     100% of the dividends received by it from domestic corporations in which it
  has made equity investments, regardless of whether such corporations are
    subsidiaries of Elk (in contrast to the generally applicable 70% deduction
  under the Code). Because Elk generally makes long-term loans rather than
     equity investments, this potential benefit is not likely to be of practical
significance to Elk or its stockholder.                               

          (ii) Under Section 1243 of the Internal Revenue Code, losses sustained
   on Elk's investments in the convertible debentures, or stock derived from
    convertible debentures, of Small Business Concerns are treated as ordinary
  losses rather than capital losses to Elk. Because Elk does not presently
    intend to purchase convertible debentures, however, this potential benefit
  is not likely to be of practical significance to Elk or its stockholder.

(iii) Under Section 1242 of the Internal Revenue Code, Elk's
  stockholders are entitled to take an ordinary rather than a capital loss
deduction on losses resulting from the worthlessness or the sale or   
exchange of Elk Common Stock.                                         

STATE AND OTHER TAXES                                                           

The foregoing discussion relates only to federal income tax matters.  
Ameritrans is also subject to state and local taxation. The state, local and    
foreign tax treatment may not conform to the federal tax treatment discussed    
above. Stockholders should consult with their own tax advisors with respect to  
the state and local tax considerations pertaining to Ameritrans.                

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THE INVESTMENT COMPANY ACT OF 1940                                              

  Ameritrans and Elk are closed-end, non-diversified management investment
companies that have elected to be treated as BDCs and, as such, are subject to  
regulation under the 1940 Act. The 1940 Act contains prohibitions and           
restrictions relating to transactions between investment companies and their    
affiliates, principal underwriters and affiliates of those affiliates or        
underwriters. In addition, the 1940 Act provides that a BDC may not change the  
nature of its business so as to cease to be, or to withdraw its election as, a  
BDC unless so authorized by the vote of a "majority of its outstanding voting   
securities," as defined under the 1940 Act.                                     

   BDCs are permitted, under specified conditions, to issue multiple classes
of indebtedness and one class of stock (collectively, "senior securities," as   
defined under the 1940 Act) senior to the shares of Common Stock offered hereby 
if their asset coverage of such indebtedness and all senior securities is at    
least 200% immediately after each such issuance. Subordinated SBA debentures,   
preferred stock guaranteed by or issued to the SBA by Elk, and Elk bank         
borrowings are not subject to this asset coverage test. In addition, while      
senior securities are outstanding, provision must be made to prohibit the       
declaration of any dividend or other distribution to stockholders (except stock 
dividends) or the repurchase of such securities or shares unless we meet the    
applicable asset coverage ratios at the time of the declaration of the dividend 
or distribution or repurchase. The Exemptive Order issued by the SEC grants     
certain relief from the asset coverage ratios applicable to BDCs.               

   Under the 1940 Act, a BDC may not acquire any asset other than Qualifying
Assets unless, at the time the acquisition is made, certain Qualifying Assets   
represent at least 70% of the value of the company's total assets. The principal
categories of Qualifying Assets relevant to our proposed business are the       
following:                                                                      

   (1) Securities purchased in transactions not involving a public
  offering from the issuer of such securities, which issuer is an eligible
   portfolio company. An "eligible portfolio company" is defined in the 1940
Act as any issuer which:                                              

             (a) is organized under the laws of, and has its principal place
of business in, the United States;                          

              (b) is not an investment company other than an SBIC wholly-owned
by the BDC; and                                             

      (c) satisfies one or more of the following requirements:

               (i) the issuer does not have a class of securities with
              respect to which a broker or dealer may extend margin credit; or

                 (ii) the issuer is controlled by a BDC and the BDC has an
affiliated person serving as a director of issuer;

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          (iii) the issuer has total assets of not more than
           $4,000,000 and capital and surplus (stockholders' equity less
           retained earnings) of not less than $2,000,000, or such other
        amounts as the SEC may establish by rule or regulation; or

              (iv) the issuer meets such requirements as the SEC may
establish from time to time by rule or regulation.

    (2) Securities for which there is no public market and which are
   purchased in transactions not involving a public offering from the issuer
    of such securities where the issuer is an eligible portfolio company which
is controlled by the BDC.                                             

     (3) Securities received in exchange for or distributed on or with
 respect to securities described in (1) or (2) above, or pursuant to the
exercise of options, warrants or rights relating to such securities.  

     (4) Cash, cash items, government securities, or high quality debt
securities maturing in one year or less from the time of investment.  

   In addition, a BDC must have been organized (and have its principal place
of business) in the United States for the purpose of making investments in the  
types of securities described in (1) or (2) above. In order to count securities 
as Qualifying Assets for the purpose of the 70% test, the BDC must either       
control the issuer of the securities or must make available to the issuer of the
securities significant managerial assistance; except that, where the BDC        
purchases such securities in conjunction with one or more other persons acting  
together, one of the other persons in the group may make available the required 
managerial assistance. We believe that the common stock of Elk held by          
Ameritrans are Qualifying Assets.                                               

The Small Business Investment Act of 1958                                       

  Elk was formerly an SSBIC and, as explained in further detail below, was
converted to an SBIC in February 1997 in accordance with an agreement with the  
SBA. The 1958 Act authorizes the organization of SBICs as vehicles for providing
equity capital, long term financing and management assistance to Small Business 
Concerns. A Small Business Concern, as defined in the 1958 Act and the SBA      
Regulations, is a business that is independently owned and operated and which is
not dominant in its field of operation. In addition, at the end of each fiscal  
year, at least 20% of the total amount of loans made since April 25, 1994 by    
each SBIC must be made to a subclass of Small Business Concerns that (i) have a 
net worth, together with any affiliates, of $6 million or less and average      
annual net income after U.S. federal income taxes for the preceding two (2)     
years of $2 million or less (average annual net income is computed without the  
benefit of any carryover loss), or (ii) satisfy alternative criteria under SBA  
Regulations that focus on the industry in which the business is engaged and the 
number of persons employed by the business or its gross revenues. SBA           
Regulations also prohibit an SBIC from providing funds to a Small Business      
Concern for certain purposes, such as relending and reinvestment.               

     The 1958 Act authorized the organization of SSBICs to provide assistance to
Disadvantaged Concerns, i.e., businesses that are at least 50% owned and managed
by persons whose participation in the free enterprise system is hampered because
of social or economic disadvantages. Certain 1996 amendment to the 1958 Act     
provided, among other things, that no further subsidized funding would be made  
available to SSBICs. Thereafter, pursuant to an agreement with the SBA, Elk was 
converted to an SBIC, subject to certain conditions imposed by the SBA. Under   
this agreement, Elk may now lend to persons who are not Disadvantaged Concerns. 
As of June 30, 2000, more than 95% of Elk's portfolio of loans and investments  
were to Disadvantaged Concerns.                                                 

    Under current SBA Regulations and subject to local usury laws, the maximum
rate of interest that Elk may charge may not exceed the higher of (i) 19% or    
(ii) a rate calculated with reference to Elk's weighted average cost of         
qualified borrowings, as determined under SBA Regulations or the SBA's current  
debenture interest rate. The current maximum rate of interest permitted on loans
originated by Elk is 19%. At June 30, 2000, Elk's outstanding loans had a       
weighted average rate of interest of 11.2%. SBA Regulations also require that   
each loan originated by SBICs have a term of between five years and 20 years.   

   The SBA restricts the ability of SBICs to repurchase their capital stock,
to retire their subordinated SBA debentures and to lend money to their officers,
directors and employees or invest in affiliates thereof. The SBA also prohibits,
without prior SBA approval, a "change of control" or transfers which would      
result in any person (or group of persons acting in concert) owning 10% or more 
of any class of capital stock of an SBIC. A "change of control" is any event    
which would result in the transfer of the power, direct or indirect, to direct  
the management and policies of an SBIC, whether through ownership, contractual  
arrangements or otherwise.                                                      

    Under SBA Regulations, without prior SBA approval, loans by licensees with
outstanding SBA leverage to any single Small Business Concern may not exceed 20%
of an SBIC's Leveragable Capital. Under the terms of the SBA Agreement, however,
Elk is authorized to make loans to Disadvantaged Concerns in amounts not        
exceeding 30% of its respective Leveragable Capital.                            

SBICs must invest funds that are not being used to make loans in      
investments permitted under SBA Regulations. These permitted investments include
direct obligations of, or obligations guaranteed as to principal and interest   
by, the government of the United States with a term of 15 months or less and    
deposits maturing in one year or less issued by an institution insured by the   
FDIC. The percentage of an SBIC's assets so invested will depend on, among other
things, loan demand, timing of equity infusions and SBA funding and availability
of funds under credit facilities.                                               

SBICs may purchase voting securities of Small Business Concerns in    
accordance with SBA Regulations. SBA Regulations prohibit SBICs from controlling
a Small Business Concern except where necessary to protect an investment. SBA   
Regulations presume control when SBICs purchase (i) 50% or more of the voting   
securities of a Small Business Concern if the Small Business Concern has less   
than 50 stockholders or (ii) more than 20% (and in certain situations up to 25%)
of the voting securities of a Small Business Concern if the Small Business      
Concern has 50 or more stockholders.                                            

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ITEM 2. PROPERTIES                                                              

    We rent office space from a law firm, the principals of which are officers
and directors of Ameritrans, and we share certain office expenses with that     
firm. The law firm, at our request, rented an additional 1,800 square feet of   
office space contiguous with our offices at a below market rent (the "Additional
Space"). Until we require the Additional Space, the law firm sublets the        
Additional Space to outside tenants. In the event all or a portion of the       
Additional Space is vacant, Elk has agreed to reimburse the law firm for any    
additional rent due. At present, the Additional Space is fully occupied pursuant
to a short-term arrangement.                                                    

ITEM 3. LEGAL PROCEEDINGS                                                       

    Ameritrans is not currently a party to any material legal proceeding. From
time to time, Ameritrans is engaged in various legal proceedings incident to the
ordinary course of its business. In the opinion of Ameritrans' management and   
based upon the advice of legal counsel, there is no proceeding pending, or to   
the knowledge of management threatened, which in the event of an adverse        
decision would result in a material adverse effect on Ameritrans' results of    
operations or financial condition.                                              

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

   No matters were submitted to a vote of security holders during the fourth
quarter of Ameritrans' 2000 fiscal year.                                        

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PART II 

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

   The Elk Common Stock was listed on the Nasdaq SmallCap Market on June 22,
1998, under the symbol EKFG, prior to which it had traded in the "pink sheets." 
Since December 16, 1999, when Ameritrans acquired Elk, its Common Stock has been
listed on the Nasdaq SmallCap Market under the symbol AMTC.                     

     The following tables show the closing high and low sale prices per share of
common stock as reported by Nasdaq, for the fiscal years ended June 30, 1999 and
2000.                                                                           

                      SALE
                      ------------------------
                     HIGH            LOW
                      --------        --------

FISCAL 1999                                                                     
1st Quarter..........................       11.25        7.75                   
2nd Quarter..........................       11.00        9.125                  
3rd Quarter..........................       10.625       8.875                  
4th Quarter..........................       9.87         7.50                   

FISCAL 2000                                                                     
1st Quarter .........................       14.125       7.00                   
2nd Quarter (through December                                                   
16, 1999)(1).....................       11.50        7.50               

AMERITRANS                                                                      
----------                                                                      
2nd Quarter (from                                                               
December 16, 1999)(1)                    11.50        7.50              
3rd Quarter                                  10.00        6.00                  
4th Quarter                                   9.25        6.00                  

FISCAL 2001                                                                     
1st Quarter (through September                                                  
27, 2000)........................      8.96875       7.125              

----------                                                                      
(1) Stock prices shown are the high and the low for the quarter.                

  Elk registered under the 1940 Act for the fiscal year commencing July 1,
1983, and declared and paid dividends to holders of the Common Stock for the    
fiscal years ended June 30, 1984 through June 30, 1992. Elk did not pay         
dividends during the fiscal years ended June 30, 1993, 1994 and 1995. Elk       
recommenced paying dividends for the fiscal year beginning July 1, 1995, has    
paid dividends quarterly dividends since that time and up until its share       
exchange with Ameritrans. Thereafter, Ameritrans has declared and paid dividends
to holders of its Common Stock. As disclosed on Form 8-K, filed September 25,   
2000, Ameritrans will not pay its fourth quarter dividend for fiscal year 2000, 
but anticipates that it will thereafter, until its proposed merger with         
Medallion Financial Corp. is completed. There can be no assurance, however, that
Ameritrans will have sufficient earnings to pay such dividends in the future.   

     As of September 27, 2000, there were approximately 274 holders of record of
the Ameritrans Common Stock.                                                    

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ITEM 6. SELECTED FINANCIAL DATA                                                 

On December 16, 1999, Ameritrans acquired Elk in a share-for-share    
exchange. Prior to the acquisition, Elk had been operating independently and    
Ameritrans had no operations.                                                   

   The tables below contain certain summary historical financial information
of Elk. The data at June 30, 2000 and for the years ended 1999 and 2000 are     
derived from the company's audited financial statements. You should read these  
tables in conjunction with the consolidated financial statements of Ameritrans  
(the "Financial Statements") included elsewhere in this Annual Report and       
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations."                                                                    

                                                        [Enlarge/Download Table]

  STATEMENT OF                                                                            
   OPERATIONS                                  FISCAL YEAR ENDED                          
      DATA                                          JUNE 30,                              
                        ----------------------------------------------------------------- 
                           1996          1997          1998          1999         2000    
                           ----          ----          ----          ----         ----    
                                                                                          
Investment                                                                                
Income                  $3,084,412    $4,023,795    $4,606,456   $ 5,583,894    6,602,397 
                        ==========    ==========    ==========   ===========   ========== 

Interest Expense         1,105,993     1,582,700     1,840,731     2,440,051    3,367,907 

Other Expenses           1,108,505     1,408,034     1,852,262     1,903,182    2,506,425 
                         =========     =========     =========   ===========   ---------- 

Total Expenses           2,214,498     2,990,734     3,692,993     4,343,233    5,874,332 
                         =========     =========     =========   ===========   ========== 

Investment                                                                                
Income Before                                                                             
Credit (provision)                                                                        
for Loan Gains (Losses)                                                                   
and Gains on Assets                                                                       
Acquired other income                                                                     
(expenses) and                                                                            
Income Taxes               869,914     1,033,061       913,463     1,240,661      728,065 
                           =======     =========       =======   ===========   ========== 

Credit                                                                                    
(provision) for                                                                           
Loan Gains                                                                                
(losses) and                                                                              
Gains (Losses)                                                                            
on Assets                                                                                 
Acquired                    44,292       (8,923)      (14,649)       (11,272)     (61 546)

Other Income (Expense)                   24,885        38,798         7,200      (440,196)

Benefit of                                                                                
(Provision for)                                                                           
Income Taxes(1)            (5,945)      (28,676)       (3,271)           769      (13,571)
                       ===========      ========    ==========   ===========   ---------- 

Net Income                $908,261    $1,020,347      $934,341   $ 1,237,358   $  212,752 
                        ==========    ==========   ===========   ===========   ========== 

Net Income Per                                                                            
Common Share            $      .73    $      .79   $       .62   $       .71          .12 
                        ==========    ==========   ===========   ===========   ========== 

Common Stock                                                                              
Dividends Paid            $937,028      $946,655    $  986,724   $ 1,256,832   $1,256,832 
                          ========      ========    ==========   ===========   ========== 

Common Stock                                                                              
Dividends Paid                                                                            
Per Common Share        $      .73    $      .74   $       .57   $       .72          .72 
                        ==========    ==========   ===========   ===========   ========== 


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                                                        [Enlarge/Download Table]

  STATEMENT OF                                                                                               
   OPERATIONS                                        FISCAL YEAR ENDED                                       
      DATA                                                JUNE 30,                                           
                    -------------------------------------------------------------------------------------    
                       1995            1996             1997          1998          1999          2000       
                       ----            ----             ----          ----          ----          ----       
                                                                                                             
Weighted                                                                                                     
Average                                                                                                      
Shares of                                                                                                    
Common Stock                                                                                                 
Outstanding            988,953       1,247,120        1,283,600      1,518,969      1,745,600    1,745600    
                       =======       =========        =========      =========      =========   =========    

Net change to                                                                                                
accumulated other                                                                                            
comprehensive                                                                                                
income                 $             $                $ 58,241       $ 140,548      $  62,964   $(124,319)   
                       =======       =========        =========      =========      =========   =========    


   BALANCE                                                                                                   
  SHEET DATA                                                JUNE 30,                                         
                   ------------------------------------------------------------------------------------------
                       1995            1996            1997           1998             1999         2000     
                       ----            ----            ----           ----             ----         ----     
                                                                                                             
Loans                                                                                                        
Receivable         $23,039,462      $24,141,421     $33,249,206     $41,590,000     $51,103,932  $56,806,579 

Unrealized                                                                                                   
depreciation                                                                                                 
of                                                                                                           
investments           (277,000)        (301,000)       (325,000)       (295,000)       (380,000)    (380,000)
                   ===========      ===========     ===========     ===========     ===========  =========== 

Net of                                                                                                       
unrealized                                                                                                   
depreciation                                                                                                 
of                                                                                                           
investments        $22,762,462      $23,840,421     $32,924,206     $41,295,000     $50,723,932  $56,426,579 

Total assets       $25,702,600      $26,721,186     $37,026,021     $45,399,738     $54,510,801  $60,294,624 
                   ===========      ===========     ===========     ===========     ===========  =========== 

Notes payable                                                                                                
and demand                                                                                                   
notes              $ 4,950,000      $ 6,625,000     $16,820,000     $22,085,000     $31,000,000  $37,800,000 

Subordinated                                                                                                 
SBA                                                                                                          
debentures         $ 8,804,000      $ 8,858,000      $8,880,000     $ 8,880,000     $ 8,880,000  $ 8,880,000 

Total                                                                                                        
liabilities        $14,085,652      $15,820,351     $25,993,253     $31,705,011     $40,772,584  $47,410,598 
                   ===========      ===========     ===========     ===========     ===========  =========== 

Total                                                                                                        
stockholders'                                                                                                
equity             $11,616,948      $10,900,835     $11,032,768     $13,694,727     $13,738,217  $12,884,026 
                   ===========      ===========     ===========     ===========     ===========  =========== 

----------                                                                      
(1)  Elk, since the fiscal year ended June 30, 1984, has elected and qualified  
     to be taxed as a regulated investment company and substantially all taxable
income was required to be distributed to stockholders. Therefore, only
minimal taxes were required to be paid.                               

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION            
AND RESULTS OF OPERATIONS                                     

    You should read the following discussion in conjunction with the financial
statements and notes to financial statements. The results described below are   
not necessarily indicative of the results to be expected in any future period.  
Certain statements in this discussion and analysis, including statements        
regarding our strategy, financial performance, and revenue sources, are         
forward-looking statements based on current expectations and entail various     
risks and uncertainties that could cause actual results to differ materially    
from those expressed in the forward-looking statements, including those         
described in "risk factors" and elsewhere in this prospectus.                   

GENERAL                                                                         

  Ameritrans acquired Elk in December 16, 1999, and to date we have had no
activities other than the acquisition and operation of Elk. Elk is an SBIC that 
has been operating since 1980, making loans to (and, to a limited extent,       
investments in) small businesses, primarily businesses that are majority-owned  
by persons who qualify under SBA Regulations as socially or economically        
disadvantaged. Most of Elk's business has consisted of originating and servicing
loans collateralized by New York City, Boston, Chicago and Miami taxi           
medallions, but Elk also makes loans to and investments in other diversified    
businesses and to persons who qualify under SBA Regulations as                  
"non-disadvantaged."                                                            

  Historically, Elk's earnings derived primarily from net interest income,
which is the difference between interest earned on interest-earning assets      
(consisting of business loans), and the interest paid on interest-bearing       
liabilities (consisting of indebtedness to Elk's banks and subordinated         
debentures issued to the SBA). Net interest income is a function of the net     
interest rate spread, which is the difference between the average yield earned  
on interest-earning assets and the average interest rate paid on                
interest-bearing liabilities, as well as the average balance of interest-earning
assets as compared to interest-bearing liabilities. Unrealized depreciation on  
loans and investments is recorded when Elk adjusts the value of a loan to       
reflect management's estimate of the fair value, as approved by the Board of    
Directors. See Note 1 of "Notes to Consolidated Financial Statements."          

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Results of Operations for the Years Ended June 30, 2000 and 1999                

Total Investment Income                                               

   The Company's investment income increased by $1,018,503 to $6,602,397 for
the year ended June 30, 2000, when compared with the year ended June 30, 1999.  
The increase was due to an increase in interest earned on the loan portfolio of 
979,551 plus an increase in other fees and income of $38,952. This reflects     
Elk's decision to maximize stockholders' return by maximizing the use of bank   
financing.                                                                      

Operating Expenses                                                    

  Interest expenses increased by $927,856 to $3,367,907 when compared with
the prior year due to Elk's stragegy to maximize bank financing which rose to   
37,800,000 as of June 30, 2000, as compared to $31,000,000 at June 30, 1999.    
Other operating expenses increased to $1,950,125 for the year ended June 30,    
2000, as compared with $1,767,989 in the prior year. Bad debt expense increased 
$471,381 to $617,846 during the year ended June 30, 2000, as compared with the  
year ended June 30, 1999. During the year ended June 30, 2000, as part of the   
share exchange the Company expensed costs incurred in the amount of $423,045. In
addition, in conjunction with the proposed merger with Medallion, the Company   
abandoned its proposed offering of securities which resulted in a write-off of  
offering costs in the amount of $256,087. These costs were non operational and a
one time charge.                                                                

Net Income                                                            

Net income ended June 30, 2000, decreased $1,024,606 to $212,752. This
decrease was mainly due to increased bad debt write offs of $471,381, a one time
write off of offering costs of $256,087 and recapitalization costs of 423,045.  

Results of Operation For the Years ended June 30, 1999 and 1998                 

Total Investment Income                                               

     Elk's investment income increased $977,438 to $5,583,894 for the year ended
June 30, 1999, when compared with the year ended June 30, 1998. The increse was 
due to an increase in interest earned on the loan portfolio of $1,088,940       
off-set by a decrease in other fees and income of $111,502. This reflects Elk's 
decision to maximize stockholders' return by maximizing the use of bank         
financing.                                                                      

Operating Expenses                                                    

  Interest expense increased $599,320 to $2,440,051 when compared with the
prior year due to Elk's strategy to maximize bank financing which rose to       
$31,000,000 as of June 30, 1999, as compared to $22,085,000 at June 30, 1998.   
Other operating expenses increased to $1,767,989 for the year ended June 30,    
1999, as compared with $1,639,163 in the prior year. Bad debt expense decreased 
$81,283 to $146,465 during the year ended June 30, 1999, as compared with the   
year ended June 30, 1998.                                                       

Net Income                                                            

Net income for the year ended June 30, 1999, increased $303,017 to    
$1,237,358 when compared with the year ended June 30, 1998. The increase        
reflects the benefit of Elk's decision to maximize the use of leverage on bank  
financing.                                                                      

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BALANCE SHEET AND RESERVES                                                      

   Total assets increased by $5,783,823 as of June 30, 2000 when compared to
total assets as of June 30, 1999. This increase was due to management's decision
to expand its portfolio in the Chicago taxi medallion market plus increases in  
the diversified loan portfolio. This expansion was financed by additional bank  
debt, $6,800,000, during the year.                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

 The Company has funded its operations through private placements of its
securities, bank financing, and the issuance to the SBA of its subordinated     
debentures.                                                                     

    In 1994, Elk agreed to repurchase all of the 547,271 outstanding shares of
its 3% preferred stock from the SBA for an aggregate price of $1,915,449,       
representing a discount of 65% from the original issue price of $10 per share.  
As a condition of the repurchase, Elk granted the SBA a liquidating interest in 
a newly established restricted capital surplus account (the "Restricted Capital 
Account"). The Restricted Capital Account is equal to the amount of the net     
repurchase discount in which the SBA received a liquidating interest, amortized 
over 60 months ending November 10, 1999. However, if Elk is liquidated or if a  
material violation of SBA Regulations occurs during the amortization period, the
SBA would receive the remaining unamortized amount of the Restricted Capital    
Account prior to the stockholders of Elk receiving any amounts on their Common  
Stock. The unamortized balance of the SBA's liquidating interest at December 31,
1999 was nil.                                                                   

In December 1994 and September 1995 Elk raised additional capital of  
$450,000 and $1,249,585, respectively, less private placement costs of $76,445  
and $21,482, respectively. These proceeds were used to repurchase Elk's 3%      
preferred stock from the SBA. In connection with the purchase, all dividends in 
arrears on the preferred stock were extinguished.                               

     During January 1998, Elk completed a private placement of 462,000 shares of
common stock at $6.50 per share for aggregate gross proceeds of $3,003,000, less
offering expenses of $115,000. The net proceeds were utilized to repay bank     
indebtedness and for working capital. A portion of the proceeds temporarily used
to reduce bank indebtedness, up to a maximum of $963,000, was allocated by Elk  
toward the organization and capitalization of its new parent company,           
Ameritrans.                                                                     

     At June 30, 2000, 81% of Elk's indebtedness was represented by indebtedness
to its banks and 19% by the debentures issued to the SBA with fixed rates of    
interest ranging from 6.12 to 8.20%. Elk currently may borrow up to $40,000,000 
under its existing lines of credit, subject to the limitations imposed by its   
borrowing base agreement with its banks and the SBA, the statutory and          
regulatory limitations imposed by the SBA, and the availability of funds. In    
addition, Elk is presently eligible to apply for additional leverage from the   
SBA if it is determined by the Board of Directors to be in the best interests of
the company. No assurance can be given that, if applied for, such additional    
financing will be approved by the SBA.                                          

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     Loan amortization and prepayments also provide a source of funding for Elk.
Prepayments on loans are influenced significantly by general interest rates,    
economic conditions and competition.                                            

     Like Elk, Ameritrans will distribute at least 90% of its investment company
taxable income and, accordingly, we will continue to rely upon external sources 
of funds to finance growth. In order to provide the funds necessary for our     
expansion strategy, we expect to raise additional capital and to incur, from    
time to time, additional bank indebtedness and (if deemed necessary by          
management) to obtain SBA loans. There can be no assurances that such additional
financing will be available on acceptable terms.                                

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

 Pursuant to the General Instructions to Rule 305 of Regulation S-K, the
quantitative and qualitative disclosures called for by this Item 7A and by Rule 
305 of Regulation S-K are inapplicable to Ameritrans at this time.              

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                             

 The response to this item is submitted in the response found under Item
14(A)(1) in this Annual Report on Form 10-K.                                    

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURES                                           

None.                                                                 

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS                                                

 The Board of Directors and executive officers of Ameritrans and Elk are
identical. The following table sets forth certain information concerning our    
directors and executive officers:                                               

NAME                      POSITION                            
----                      --------                            
Gary C. Granoff(1)                 President and Chairman of Board of Directors 

Ellen M. Walker(1)                 Vice President, General Counsel and Director 

Lee A. Forlenza(1)                 Vice President and Director                  

Steven Etra(1)                     Vice President and Director                  

Silvia Mullens(1)                  Vice President                               

Margaret Chance(1)                 Secretary                                    

Marvin Sabesan                     Director                                     

Paul Creditor                      Director                                     

Allen Kaplan                       Director                                     

John L. Acierno                    Director                                     

John R. Laird                      Director                                     

Howard F. Sommer                   Director                                     

----------                                                                      
(1)   As BDCs under the 1940 Act, a majority of the directors of both Ameritrans
      and Elk are required to be individuals who are not "interested persons" of
  the company. Gary C. Granoff, Ellen M. Walker, Lee A. Forlenza, Steven
  Etra, Margaret Chance and Silvia Mullens are each "interested persons"
   with respect to both Ameritrans and Elk, as such term is defined in the
1940 Act.                                                           

  Gary C. Granoff, age 52, has been President and a director of Ameritrans
since its formation and of Elk since its formation in July 1979 and Chairman of 
the Board of Directors since December 1995. Mr. Granoff has been a practicing   
attorney for the past 26 years and is presently an                              

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officer and stockholder in the law firm of Granoff, Walker & Forlenza, P.C. Mr. 
Granoff is a member of the bar of the State of New York and the State of Florida
and is admitted to the United States District Court of the Southern District of 
New York. Mr. Granoff is also President and the sole stockholder of GCG         
Associates, Inc. ("GCG"), Elk's former investment adviser. He has served as     
President and the sole stockholder of Seacrest Associates, Inc., a hotel        
operator, since August 1994. Mr. Granoff has also been President and a director 
since June 1996 of Gemini Capital Corporation ("Gemini"), a company primarily   
engaged in the business of making consumer loans. In February 1998, Mr. Granoff 
was elected to and is presently serving as a trustee on the Board of Trustees of
The George Washington University. Mr. Granoff holds a Bachelor of Business      
Administration degree in Accounting and a Juris Doctor degree (with honors) from
The George Washington University.                                               

   Ellen M. Walker, age 45, has been a Vice President, General Counsel and a
director of Ameritrans since its formation and a Vice President and General     
Counsel of Elk since July 1983. She was a director of Elk from July 1983 to     
August 1994, and has been a director of Elk since 1995. Ms. Walker has been a   
practicing attorney for more than seventeen years and she is presently an       
officer and stockholder in the law firm of Granoff, Walker & Forlenza, P.C. Ms. 
Walker is a member of the Bar of the State of New York and she is admitted to   
the United States District Court of the Southern District of New York. Since    
August 1983 Ms. Walker has been Vice President of GCG. Ms. Walker has been a    
director, Vice President and General Counsel of Gemini since June 1996. Ms.     
Walker received a Bachelor of Arts degree from Queens College and obtained her  
Juris Doctor degree with honors from Brooklyn Law School.                       

Lee A. Forlenza, age 43, has been a Vice President and a director of  
Ameritrans since its formation, a Vice President of Elk since March 1992, and a 
director of Elk since January 1995. Mr. Forlenza has been a practicing attorney 
since February 1983 and is presently an officer and stockholder in the law firm 
of Granoff, Walker & Forlenza, P.C. Since March 1992 Mr. Forlenza has been an   
investment analyst for GCG. Mr. Forlenza has also been Vice President, Secretary
and a director of Gemini since June 1996. Mr. Forlenza was Vice President of    
True Type Printing, Inc. from 1976-1995 and has been President since May 1995.  
From 1983 through 1986 Mr. Forlenza was an attorney with the SBA. Mr. Forlenza  
graduated Phi Beta Kappa from New York University and obtained his Juris Doctor 
degree from Fordham University School of Law.                                   

     Steven Etra, age 51, has been a Vice President and a director of Ameritrans
since its inception, a Vice President of Elk since January 1999, and a director 
of Elk since November 1995. Mr. Etra has been Sales Manager since 1975 of       
Manufacturers Corrugated Box Company, a company owned by Mr. Etra's family for  
more than seventy-five years. Mr. Etra has also been a director of Gemini since 
June 1996. Mr. Etra has extensive business experience in investing in emerging  
companies.                                                                      

     Silvia Maria Mullens, age 49, has been a Vice President of Ameritrans since
its inception, a Vice President of Elk since 1996, and the Loan Administrator of
Elk since February 1994. Prior to joining Elk, she was the Legal Coordinator for
Castle Oil Corporation from September 1991 through June 1993 and from June 1993 
through January 1994, a legal assistant specializing in foreclosures in the law 
firm of Greenberg & Posner. Ms. Mullens received a B.A. from Fordham University 
and an M.B.A. from The Leonard Stern School of Business Administration of New   
York University.                                                                

Margaret Chance, age 46, has been Secretary of Ameritrans since its   
inception and Secretary of Elk and involved in loan administration since        
November 1980. Ms. Chance is the office manager of Granoff, Walker & Forlenza,  
P.C. and has served as the Secretary of GCG, since January 1982. Ms. Chance     
holds a paralegal certificate.                                                  

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Marvin Sabesan, age 71, has been a director of Ameritrans since its   
inception and a director of Elk since July 1982. Mr. Sabesan has been employed  
by Pearl River Textiles, Inc. as an executive since 1990. He was an Executive   
Vice President of N.O.L. Inc., a lingerie company, from 1988 to 1990. Mr.       
Sabesan was an Executive Vice President of A.J. Schneierson & Son, a clothing   
manufacturer from 1971 to 1987.                                                 

Paul Creditor, age 64, has been a director of Ameritrans since its    
inception and a director of Elk since November 1995. Mr. Creditor has been a    
practicing attorney since 1961, engaging in the general practice of law and     
specializing in corporate law. From 1974 through 1979 he served as an elected   
Judge in Suffolk County, New York. He also served as counsel to the New York    
State Constitutional Convention and various State Agencies and Commissions.     

     Allen Kaplan, age 50, has been a director of Ameritrans since its inception
and a director of Elk since November 1995. Mr. Kaplan has been since November   
1986, Vice President and Chief Operating Officer of Team Systems, Inc., a       
company which manages and operates more than 200 New York City medallion taxis. 
Mr. Kaplan is currently Vice President of the Metropolitan Taxicab Board of     
Trade, a trade association consisting of 22 member fleets representing 1,200 New
York City medallions.                                                           

John L. Acierno, age 42, has been a director of Ameritrans since its  
inception and a director of Elk since October 1997. Mr. Acierno has served as   
president of Executive Charge Inc. and its affiliated companies for the last ten
years. During that time, Executive Charge Inc. has become the largest executive 
sedan operation in the United States with over 1,300 vehicles servicing the     
greater New York Metropolitan area. His background includes practicing law as a 
labor attorney for Proskauer Rose and serving as counsel for R.H. Macy & Co. Mr.
Acierno was founder and immediate past president for the last six years of the  
Black Car Assistance Corporation, the organization which serves as the New York 
black car industry association. He was named International Taxicab and Limousine
Association Premium Service Operator of the Year for 1996. Mr. Acierno graduated
Phi Beta Kappa from Tufts University, and Cum Laude from Cornell Law School.    

   John R. Laird, age 58, has been a director of Ameritrans and of Elk since
January 1999. Mr. Laird has been a private investor since 1994, when he retired 
from Shearson Lehman Brothers Inc. ("Shearson"). Mr. Laird served as President  
and Chief Executive Officer of the Shearson Lehman Brothers Division of Shearson
and as a member of the Shearson Executive Committee from 1992 to 1994. Mr. Laird
was also Chairman and Chief Executive Officer of The Boston Company, a          
subsidiary of Shearson, from 1990 until its sale by Shearson in 1993. From 1977 
to 1989 Mr. Laird was employed by American Express in various capacities        
including Senior Vice President and Treasurer. He also is and has been a member 
of boards of various cultural and philanthropic organizations, including but not
limited to, the Corporate Advisory Committee of the Boston Museum of Fine Arts  
and the Board of Overseers for the Boston Symphony Orchestra. Mr. Laird received
a B.S. in finance and an M.B.A. from Syracuse University and attended the       
Advanced Management Program at Harvard Business School.                         

Howard F. Sommer, age 60, has been a director of Ameritrans and of Elk
since January 1999. Mr. Sommer has been President and Chief Executive Officer of
New York Community Investment Company L.L.C., an equity investment fund         
providing long-term capital to small businesses throughout the State of New     
York, since 1995. Mr. Sommer was President of Fundex Capital Corporation from   
1978 to 1995, President of U.S. Capital Corporation from 1973 to 1995, worked in
management consulting from 1971 to 1973 and held various positions at IBM and   
Xerox Corporations                                                              

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from 1962 to 1971. Mr. Sommer was also a member of the Board of Directors for   
the National Association of Small Business Investment Companies, serving on its 
executive committee from 1989 to 1993 and as Chairman of the Board in 1994. He  
received a B.S. in electrical engineering from City College of New York and     
attended the Graduate School of Business at New York University.                

Our directors are actively involved in the oversight of our affairs,  
including financial and operational issues, credit and loan policies, asset     
valuation, and strategic direction.                                             

Compliance with Section 16(a) of the 1934 Act                                   

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") 
requires Ameritrans' officers and directors, and persons who own more than 10%  
of Ameritrans' Common Stock, to file initial reports of beneficial ownership and
changes in beneficial ownership with the SEC and to furnish Ameritrans with     
copies of all reports filed.                                                    

   Based solely on a review of the forms furnished to Ameritrans, or written
representations from certain reporting persons, Ameritrans believes that all    
persons who were subject to Section 16(a) in fiscal 2000 complied with the      
filing requirements.                                                            

COMMITTEES OF THE AMERITRANS BOARD                                              

     Ameritrans has a standing Audit Committee and a standing 1999 Employee Plan
Committee.                                                                      

    The Audit Committee is comprised of Paul Creditor, John Acierno and Howard
Sommer. The function of the Audit Committee is to review our internal accounting
control procedures, review our consolidated financial statements and review with
the independent public accountants the results of their audit.                  

    The 1999 Employee Plan Committee administers our 1999 Employee Plan. See "
-- Stock Option Plans -- The 1999 Employee Plan," below.                        

    The Board of Directors held 4 formal meetings during fiscal 2000. At least
75% of the Company's directors attended each of the meetings of the Board.      

ITEM 11. EXECUTIVE COMPENSATION                                                 

  The following table sets forth all remuneration for services rendered to
the Company to (i) each of the executive officers and (ii) all executive        
officers as a group during the fiscal year ended June 30, 2000. No non-employee 
director received compensation in excess of $60,000 during that period.         

                                                                [Download Table]

NAME AND PRINCIPAL POSITION                    CASH COMPENSATION(1)  SEP BENEFIT(2)
-----------------------------                  --------------------  --------------
                                                                                   
Gary C. Granoff, President                         $225,084(3)         $24,000     

Ellen M. Walker, Vice President and General        $110,000            $16,500     
Counsel                                                                            

Lee A. Forlenza, Vice President                     $50,000             $7,500     

Silvia Mullens, Vice President                      $69,889            $10,483     

Margaret Chance, Secretary                          $81,946            $12,292     

All executive officers as a group (6 persons)      $544,919            $70,775     

----------                                                                      
(1)  Officers' salaries constitute a major portion of Elk's total "management   
    fee compensation," which must be approved by the SBA. The SBA has approved
  total officer and employee compensation of $648,000 for Elk. This amount
includes officers' salaries, other salaries and employee benefits.    

(2)  Simplified Employee Pension Plan.                                          

(3)  Does not include $20,000 of reimbursable expenses.                         

    During the fiscal year ended June 30, 2000, increases in compensation were
given to Gary C. Granoff, Ellen M. Walker, Lee A. Forlenza, Silvia Mullens and  
Margaret Chance.                                                                

Ameritrans and Elk have a policy of paying their directors who are not
employees fees of $750 for each meeting attended. Since July 1, 1996,           
non-employee directors have been paid annual fees of $2,000 per year in addition
to the fees paid for each meeting attended. Fees and expenses paid to           
non-affiliated directors were, in the aggregate, $52,050 for the year ended June
30, 1998 and $32,375 for the year ended June 30, 1999 and $36,875 for the year  
ended June 30, 2000.                                                            

  No options were granted to any of the Company's named executive officers

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during fiscal year ended June 30, 2000. On August 31, 1999 the Company granted  
22,224 options of the Company's Common Stock to four of the Company's directors,
and in January 2000 granted an additional 11,112 to two directors, all at an    
exercise price of $9.00 per share.                                              

Report of the Board of Directors as to Compensation Matters                     

The objectives of Ameritrans' executive compensation program are to   
establish compensation levels designed to enable Ameritrans to attract, retain  
and reward executive officers who contribute to the long-term success of        
Ameritrans so as to enhance stockholder value. The Board of Directors makes     
decisions each year regarding executive compensation, including annual base     
salaries and bonus awards, and the 1999 Employee Plan Committee, consisting of  
non-interested directors, will make decisions each year regarding stock option  
grants. Option grants are key components of the executive compensation program  
and are intended to provide executives with an equity interest in Ameritrans so 
as to link a meaningful portion of the compensation of Ameritrans' executives   
with the performance of Ameritrans' Common Stock. This report is submitted by   
the full Board of Directors and addresses the compensation policies for fiscal  
2000 as they affected Gary C. Granoff, in his capacity as the Chief Executive   
Officer of the Company, as well as each of Ameritrans' other officers.          

Compensation Philosophy                                                         

   Ameritrans' executive compensation philosophy is based on the belief that
competitive compensation is essential to attract, motivate and retain highly    
qualified and industrious employees. Ameritrans' policy is to provide total     
compensation that is competitive for comparable work and comparable corporate   
performance. The compensation program includes both motivational and            
retention-related compensation components. Bonuses may be included to encourage 
effective performance relative to current plans and objectives. Stock options   
are included to help retain productive people and to more closely align their   
interest with those of stockholders.                                            

In executing its compensation policy, Ameritrans seeks to relate      
compensation with Ameritrans' financial performance and business objectives,    
reward high levels of individual performance and tie a significant portion of   
total executive compensation to both the annual and long-term performance of    
Ameritrans. While compensation survey data are useful guides for comparative    
purposes, Ameritrans believes that a successful compensation program also       
requires the application of judgment and subjective determinations of individual
performance, and to that extent the Board of Directors applies judgment in      
reconciling the program's objectives with the realities of retaining valued     
employees.                                                                      

Executive Compensation Program                                                  

  Annual compensation for Ameritrans' executives consists of two principal
elements: cash compensation, consisting of salaries and bonuses, and stock      
options.                                                                        

Cash Compensation                                                     

   In setting the annual base salaries for Ameritrans' executives, the Board
of Directors reviews the aggregate salary and bonus compensation for            
individuals in comparable positions with other companies, including competitors 
of Ameritrans, and adjusts such amounts to reflect individual performance. Many 
of these companies are specialty finance companies. Ameritrans also regularly   
compares the salary levels of its executive officers with other leading         
companies.                                                                      

     Increases in annual base salary are based on a review and evaluation of the
performance of the activity for which the executive has responsibility, the     
impact of that activity on Ameritrans and the skills and experience required for
the job, coupled with a comparison of these elements with similar elements for  
other executives both inside and outside Ameritrans.                            

     Cash bonuses are tied directly to Ameritrans' financial performance and the
contribution of the executive to such performance.                              

STOCK OPTION PLANS                                                              

    The descriptions of the 1999 Employee Plan and the Director Plan set forth
below are qualified in their entirety by reference to the text of the plans.    

1999 EMPLOYEE PLAN                                                              

     An employee stock option plan (the "1999 Employee Plan") was adopted by the
Ameritrans Board of Directors, including a majority of the non-interested       
directors, and approved by a stockholder vote, in order to link the personal    
interests of key employees to our long-term financial success and the growth of 
stockholder value. The 1999 Employee Plan is substantially identical to, and the
successor to, an employee stock option plan adopted by the Board of Directors of
Elk and approved by it stockholders in September 1998 (the "1998 Elk Employee   
Plan").                                                                         

The 1999 Employee Plan authorizes the grant of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code for the purchase 
of an aggregate of 125,000 shares (subject to adjustment for stock splits and   
similar capital changes) of common stock to our employees. By adopting the 1999 
Employee Plan, the Board believes that we will be better able to attract,       
motivate and retain as employees people upon whose judgment and special skills  

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our success in large measure depends. As of June 30, 1999, options to purchase  
an aggregate of 100,000 shares of Common Stock had been granted to various      
officers. These options were originally granted under the Elk 1998 Employee     
Plan. Options for 70,000 shares are exercisable for 10 years from the date of   
grant at a price of $8.88 per share (the fair market value of the Common Stock  
on the date of grant), and options for 30,000 shares are exercisable for five   
(5) years from the date of grant at a price of $9.77 per share. Accordingly,    
25,000 shares of Common Stock are available for future awards under the 1998    
Employee Plan.                                                                  

    The 1998 Employee Plan is administered by the 1999 Employee Plan Committee
of the Board of Directors, which is comprised solely of non-employee directors  
(who are "outside directors" within the meaning of Section 152(m) of the        
Internal Revenue Code and "disinterested persons" within the meaning of Rule    
16b-3 under the Securities Exchange Act of 1934 (the "1934 Act")). The committee
can make such rules and regulations and establish such procedures for the       
administration of the 1998 Employee Plan as it deems appropriate.               

NON-EMPLOYEE DIRECTOR PLAN                                                      

  A stock option plan for non-employee directors (the "Director Plan") was
adopted by the Ameritrans Board of Directors and approved by a stockholder vote,
in order to link the personal interests of non-employee directors to our        
long-term financial success and the growth of stockholder value. The Director   
Plan is substantially identical to, and the successor to, an employee stock     
option plan adopted by the Board of Directors of Elk and approved by it         
stockholders in September 1998 (the "Elk Director Plan").                       

    The Director Plan provides for the automatic grant of options to directors
who are not our employees, officers or interested persons (an "Eligible         
Director"). By adopting the Director Plan, the Board believes that we will be   
better able to attract, motivate and retain as directors people upon whose      
judgment and special skills our success in large measure depends. The total     
number of shares for which options may be granted from time to time under the   
Director Plan is 75,000 shares. The Director Plan is administered by a committee
of directors who are not eligible to participate in the Directors Plan.         

SIMPLIFIED EMPLOYEE PENSION PLAN                                                

In 1996, Elk adopted a simplified employee pension plan covering, at  
present, all eligible employees of the Company. Contributions to the plan are at
the discretion of the Board of Directors. During the fiscal year ended June 30, 
2000 contributions amounted to $70,775.                                         

Gary C. Granoff's Fiscal 2000 Compensation                                      

    The Board of Directors has set Gary C. Granoff's total annual compensation
at a level it believes to be competitive with the chief executive officers of   
similarly capitalized specialty finance companies. Gary C. Granoff, in his      
capacity as Chief Executive Officer, is eligible to participate in the same     
executive compensation program available to Ameritrans' other senior executives.

INTERLOCKS AND INSIDER PARTICIPATION                                            

    Ameritrans does not currently have a compensation committee, and the Board
of Directors as a whole considers executive compensation matters. Each of       
Messrs. Granoff, Forlenza and Etra and Ms. Walker, all of whom are executive    
officers and directors of Ameritrans, is an "interested person" as such term is 
defined in Section 2(a)(19) of the 1940 Act.                                    

STOCK PERFORMANCE GRAPH                                                         

   Although Ameritrans' Common Stock is listed on the Nasdaq SmallCap Market
trading in Ameritrans' Common Stock has been extremely limited, making it       
difficult to meaningfully compare the performance of Ameritrans' Common Stock to
that of other similar companies or a broad market index. Therefore, Ameritrans  
has not included a stock performance graph.                                     

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

    The following table sets forth certain information as to (i) those persons
who, to our knowledge, owned 5% or more of our outstanding common stock as of   
June 30, 2000, (ii) each of our directors and (iii) all of our officers and     
directors as a group. Except as set forth below, the address of each person     
listed below is the address of Ameritrans.                                      

                                NUMBER OF SHARES OF    PERCENTAGE OF OUTSTANDING
NAME                            COMMON STOCK OWNED     COMMON STOCK             
----                            -------------------    -------------------------
*Gary C. Granoff                     315,387(1)             18.06%              

*Ellen M. Walker                      57,374(2)               3.1%              

*Lee A. Forlenza                      48,095(3)               2.6%              

*Steven Etra                         133,016(4)               7.2%              

Marvin Sabesan                        84,417(5)               4.3%              
c/o  Pearl River Textiles, Inc.                                                 
990 Sixth Avenue                                                                
New York, NY                                                                    

Paul Creditor                          7,556(6)                 **              
747 Third Avenue, Ste. 4C                                                       
New York, NY                                                                    

Allen Kaplan                          10,556(7)                 **              
c/o  Executive Charge, Inc.                                                     
1440 39th Street                                                                
Brooklyn, NY                                                                    

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                                NUMBER OF SHARES OF    PERCENTAGE OF OUTSTANDING
NAME                            COMMON STOCK OWNED     COMMON STOCK             
----                            -------------------    -------------------------
John L. Acierno                        5,556(8)                    **           
c/o  Executive Charge, Inc.                                                     
1440 39th Street                                                                
Brooklyn, NY                                                                    

John R. Laird                          5,656                       **           
481 Canoe Hill Road                                                             
New Canaan, CT                                                                  

Howard F. Sommer                       5,556                       **           
c/o  New York Community                                                         
Investment Co., LLC                                                             
120 Broadway                                                                    
New York, NY                                                                    

Dan M. Granoff                       155,979(9)                 8.9%            
Children's Hospital                                                             
Oakland Research Institute                                                      
747 52nd Street                                                                 
Oakland, CA                                                                     

Paul D. Granoff                      143,179(10)                8.2%            
c/o  Rush-Copley Medical Center                                                 
1900 Ogden Avenue                                                               
Aurora, IL  60504                                                               

All Officers and Directors as a      697,388(11)               39.9%            
group (10 persons)                                                              

----------                                                                      
*    Gary C. Granoff, Ellen M. Walker, Lee A. Forlenza, and Steven Etra are each
  "interested persons" with respect to Ameritrans and Elk, as such term is
defined in the 1940 Act.                                              

**   Less than 1%.                                                              

1.   Excludes (i) 24,933 shares owned directly or indirectly by Mr. Granoff's   
  wife, as to which he disclaims beneficial ownership. Includes (i) 10,900
   shares owned by the Granoff Family Foundation, a charitable foundation of
    which Mr. Granoff and his father, mother, and brother, Dan M. Granoff, are
    trustees; (ii) 261 shares held by GCG Associates Inc., a corporation owned
 by Mr. Granoff; (iii) 76,084 shares owned by Dapary Management Corp., a
    corporation controlled by Mr. Granoff and (iv) 30,000 shares issuable upon
    the exercise of five-year options issued under the 1999 Employee Plan. See
"Stock Option Plans."                                                 

2.   Includes (i) 200 shares held by Ms. Walker as custodian for her son; (ii)  
   22,800 shares held by various trusts of which Ms. Walker is a trustee and
as to which she disclaims beneficial ownership (Mr. Granoff retains a 
  reversionary interest in 21,000 of such shares), and (iii) 20,000 shares
issuable upon the exercise of ten-year options issued under the 1999  
Employee Plan. See "Stock Option Plans."                              

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3.   Includes 17,500 shares issuable upon the exercise of ten-year options      
issued to under the 1999 Employee Plan. See "Stock Option Plans."     

4.   Includes (i) 29,022 shares held by Mr. Etra and his wife as joint tenants; 
    (ii) 27,000 shares held by Mr. Etra's wife; (iii) 1,500 shares held by Mr.
Etra's son; (iv) 10,000 shares held by SRK Associates LLC, a limited  
     liability company controlled by Mr. Etra, (v) 10,000 shares held by Lance's
     Property Development Corp. Pension Plan, of which Mr. Etra is a trustee and
  (vi) 17,500 shares issuable upon the exercise of ten-year options issued
under the 1999 Employee Plan. See "Stock Option Plans."               

5.   Includes 21,387 shares held by Mr. Sabesan and his wife as joint tenants   
and 28,551 shares held by his wife. Mr. Sabesan disclaims beneficial  
ownership of the 28,551 shares held by his wife. Also includes 5,556  
shares issuable upon the exercise of ten-year options issued under the
Director Plan. See "Stock Option Plans."                              

6.   Includes 5,556 shares issuable upon exercise of ten year options issued    
under the Director Plan. See "Stock Options Plans."                   

7.   Includes 5,556 shares issuable upon exercise of ten year options issued    
under the Director Plan. See "Stock Options Plans."                   

8.   Includes 5,556 shares issuable upon exercise of ten year options issued    
under the Director Plan. See "Stock Options Plans."                   

9.   Includes (i) 10,900 shares owned by a charitable foundation, of which N.   
    Henry Granoff, his wife, Jeannette Granoff, Gary C. Granoff and Dr. Dan M.
 Granoff are the trustees, and (ii) 2,800 shares held in an IRA Rollover
Account for the benefit of Dr. Granoff.                               

10.  Includes 40,049 shares held by Dr. Paul Granoff directly, 77,630 held by   
  Granoff Family Partners Ltd., of which Dr. Granoff is a general partner,
   and 25,500 shares held by the Granoff Pediatric Associates Profit Sharing
     Plan. Excludes 14,127 shares held by Dr. Granoff's wife, of which shares he
disclaims beneficial ownership.                                       

11.  Includes 100,000 shares issuable upon the exercise of 30,000 five-year and 
70,000 ten-year options issued under the 1999 Employee Plan and 22,224
shares issuable upon the exercise of ten-year options issued under the
Director Plan. See "Stock Option Plans."                              

Except pursuant to applicable community property laws or as described 
above, each person listed in the table above has sole voting and investment     
power, and is both the owner of record and the beneficial owner of his or her   
respective shares.                                                              

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

    Elk pays legal fees, on a fixed or hourly basis, for loan closing services
relating to loans other than New York taxi and radio car loan closings to       
Granoff, Walker & Forlenza, P.C. ("Granoff, Walker") whose stockholders are     
officers and directors of Elk and Ameritrans. Such services related to New York 
taxi and radio car loans are provided by the officers and employees of Elk. Elk 
paid Granoff, Walker fees during the fiscal year ended June 30, 2000. Elk       
generally charges its borrowers loan origination fees to generate income to     
offset the legal fees paid by Elk for loan closing services.                    

 We also rent office space from Granoff, Walker and share certain office
expenses with that firm. For the fiscal year ended June 30, 2000, we paid       
$39,600 in rent, $59,400 in shared overhead expense, and $28,786 of other       
reimbursable shared overhead expense.                                           

  During the fiscal year ended June 30, 1998, Granoff, Walker exercised an
option in its lease, at our request, and rented an additional 1,800 square feet 
of office space contiguous with our offices at a below market rent (the         
"Additional Space"). Until we require the Additional Space, the law firm sublets
the Additional Space to outside tenants under short-term arrangements. In the   
event all or a portion of the Additional Space is vacant, Elk's Board of        
Directors has agreed to reimburse the law                                       

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firm for the additional rent due. The estimated maximum amount of rent for which
we would be responsible is $58,000 per year, less any sublet rental income      
received from the outside tenants. At present, the Additional Space is fully    
occupied, thus requiring no reimbursement payment from us, although some        
liability under the reimbursement obligation may occur in the future.           

CONFLICTS OF INTEREST POLICIES                                                  

The Boards of Directors of Ameritrans and Elk have adopted policies   
governing potential conflicts of interest between the companies and their       
directors and officers. Together, these policies comprise our "Codes of Ethics" 
as required under the 1940 Act.                                                 

   These policies generally provide that no officer, director or employee of
the respective company will make any loan which might be deemed to be           
appropriate for that company, unless and until such transaction is first        
approved by a majority of the directors of that company who are not "interested 
persons" of that company within the meaning of the 1940 Act and who have no     
financial or other material interest in the transaction. A loan would not be    
deemed to be appropriate for Elk if in any manner such loan (or investment)     
would in any way violate SBA Regulations in effect at the time of making such   
loan or investment. In reviewing any such transaction, the directors will       
examine, among other factors, whether the transaction would deprive the company 
of an opportunity or whether it would otherwise conflict with our best interests
and those of our stockholders. A complete record of any such review and the     
results of the review will be maintained by the respective company as part of   
its permanent records.                                                          

INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

 The Ameritrans Certificate of Incorporation limits the liability of our
directors for monetary damages arising from a breach of their fiduciary duty as 
directors, except to the extent otherwise required by the Delaware General      
Corporation Law. This limitation of liability does not affect the availability  
of equitable remedies such as injunctive relief or recision.                    

     The Ameritrans by-laws provide that Ameritrans shall indemnify its officers
and directors to the fullest extent permitted by Delaware law, including in     
circumstances in which indemnification is otherwise discretionary under Delaware
law. We have entered into indemnification agreements with our officers and      
directors containing provisions that may require Ameritrans, among other things,
to indemnify its officers and directors against certain liabilities that may    
arise by reason of their status as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature) and to advance their      
expenses incurred as a result of any proceeding against them as to which they   
could be indemnified.                                                           

  Ameritrans has directors' and officers' liability insurance. This policy
was previously held by Elk for the benefit of its officers and directors and was
assumed by Ameritrans upon the completion of the Share Exchange.                

PART IV 

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K        

a)   1. and 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES           

     The financial statements and financial statement schedules as listed in the
Index to Financial Statements are filed as part of this Anual Report on Form    
10-K.                                                                           

b)   REPORTS ON FORM 8-K                                                        

   On May 12, 2000 the Company filed a current report on 8-K reporting under
Item V (Other Events) that the Company entered into an Agreement and Plan of    
Merger by and among Medallion Financial Corp. and AMTC Merger Corp. a wholly    
owned subsidiary of Medallion Financial Corp.                                   

    Subsequent to the period covered by this Annual Report the Company filed a
current report on 8-K on September 25, 2000 reporting under Item V (Other       
Events) that the Company issued a press release announcing that it had (i)      
amended its quarterly results to reflect a change in accounting treatment of    
holding company restructuring costs, (ii) that it will omit its fourth quarter  
dividend, and (iii) that it adjusted its merger price with Medallion Financial  
Corp.                                                                           

c)   EXHIBITS                                                                   

The Exhibits filed as part of this Annual Report on Form 10-K are listed on the 
Exhibit Index immediately preceding such Exhibits, which Exhibit Index is       
incorporated by reference.                                                      

IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS                        

The Private Securities Litigation Reform Act of 1995 provides a "safe 
harbor" for forward-looking statements so long as those statements are          
identified as forward-looking and are accompanied by meaningful cautionary      
statements identifying important factors that could cause actual results to     
differ materially from those projected in such statements. In connection with   
certain forward-looking statements contained in this Form 10-K and those that   
may be made in the future by or on behalf of Ameritrans, Ameritrans notes that  
there are various factors that could cause actual results to differ materially  
from those set forth in any such forward-looking statements. The forward looking
statements contained in this Form 10-K were prepared by management and are      
qulified by, and subject to, significant business, economic, competitive,       
regulatory and other uncertainties and contingencies, all of which are difficult
or impossible to predict and many of which are beyond the control of Ameritrans.
Accordingly, there can be no assurance that the forward-looking statements      
contained in this Form 10-K will be realized or that actual results will not be 
significantly higher or lower. The statements have not been audited by, examined
by, compiled by or subjected to agreed-upon procedures by independent           
accountants, and no third-party has independently verified or reviewed such     
statements. Readers of this Form 10-K should consider these facts in evaluating 
the information contained herein. In addition, the business and operations of   
Ameritrans are subject to substantial risks which increase the uncertainity     
inherent in the forward-looking statements contained in this Form 10-K. The     
inclusion of the forward-looking statements contained in this form 10-K should  
not be regarded as a representation by Ameritrans or any other person that the  
forward-looking statements contained in this Form 10-K, will be achieved. In    
light of the foregoing, readers of this Form 10-K are cautioned not to place    
undue reliance on the forward-looking statements contained herein. These risks  
and others that are detailed in this Form 10-K and other documents that         
Ameritrans files from time to time with the Securities and Exchange Commission, 
including quarterly reports on Form 10-Q and any current reports on Form 8-K    
must be considered by any investor or potential investor in Ameritrans.         

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) Securities Act of 1934,
the Registrant has duly caused this report has been signed on the its behalf by 
the undersigned therunto duly authorized, in the City of New York and State of  
New York on the 28th day of September, 2000.                                    

                              AMERITRANS CAPITAL CORPORATION

                        By:  /s/ GARY C. GRANOFF
                                             -----------------------------------
                                    Gary C. Granoff, President

    As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates         
indicated.                                                                      

                                                                [Download Table]


SIGNATURE                               TITLE                        DATE         

                                                                                  
/s/ GARY C. GRANOFF           President, Chairman of the        September 28, 2000
----------------------------   Board of Directors                                 
Gary C. Granoff               Financial and Accounting Officer                    

/s/ ELLEN M. WALKER           Vice President, General Counsel   September 28, 2000
----------------------------   Board of Directors                                 
Ellen M. Walker               Financial and Accounting Officer                    

/s/ LEE A. FORLENZA           Vice President and Director       September 28, 2000
----------------------------                                                      
Lee A. Forlenza                                                                   

/s/ STEVEN ETRA               Vice President and Director       September 28, 2000
----------------------------   Board of Directors                                 
Steven Etra                                                                       

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                                                                [Download Table]


                                                          

/s/ MARVIN SABESAN            Director  September 28, 2000
----------------------------                              
Marvin Sabesan                                            

/s/ PAUL CREDITOR             Director  September 28, 2000
----------------------------                              
Paul Creditor                                             

/s/ ALLEN KAPLAN              Director  September 28, 2000
----------------------------                              
Allen Kaplan                                              

/s/ JOHN L. ACIERNO           Director  September 28, 2000
----------------------------                              
John L. Acierno                                           

/s/ HOWARD F. SOMMER          Director  September 28, 2000
----------------------------                              
Howard F. Sommer                                          

/s/ JOHN R. LAIRD             Director  September 28, 2000
----------------------------                              
John R. Laird                                             


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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                                                        CONTENTS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                           Page 
                                                                                           ---- 

Independent Auditors Report                                                                  F-1

CONSOLIDATED FINANCIAL STATEMENTS                                                               

                                                                                                
    Balance Sheets at June 30, 2000 and June 30, 1999                                      F-2-3
    Statements of Income for the years ended June 30, 2000, 1999 and 1998                    F-4
    Statements of Comprehensive Income for the years ended June 30, 2000, 1999 and 1998      F-5
    Statements of Stockholders' Equity for the years ended June 30, 2000, 1999 and 1998      F-6
    Statements of Cash Flows for the years ended June 30, 2000, 1999 and 1998              F-7-8
    Schedule of Loans as of June 30, 2000                                                    F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                               F-10-23

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of                                   
Ameritrans Capital Corporation and Subsidiaries                                 

We have audited the accompanying consolidated balance sheets of Ameritrans      
Capital Corporation and Subsidiaries as of June 30, 2000 and 1999, and the      
related consolidated statements of income, comprehensive income, stockholders'  
equity and cash flows for the years then ended June 30, 2000, 1999 and 1998 and 
the schedule of loans as of June 30, 2000. These consolidated financial         
statements and schedule are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these consolidated financial         
statements and schedule based on our audits.                                    

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the consolidated financial statements and schedule referred to  
above present fairly, in all material respects, the financial position of       
Ameritrans Capital Corporation and Subsidiaries as of June 30, 2000 and 1999,   
and the results of their operations and their cash flows for the years ended    
June 30, 2000, 1999 and 1998 in conformity with generally accepted accounting   
principles.                                                                     

As explained in Note 1, the consolidated financial statements include loans     
valued at $56,426,579 and $50,723,932 as of June 30, 2000 and 1999,             
respectively, whose values have been estimated by the Board of Directors in the 
absence of readily ascertainable market values. We have reviewed the procedures 
used by the Board of Directors in arriving at their estimate of the value of    
such loans and have inspected underlying documentation and, in the              
circumstances, we believe the procedures are reasonable and the documentation is
appropriate. However, because of the inherent uncertainty of valuation, those   
estimated values may differ significantly from the values that would have been  
used had a ready market for such loans existed, and the differences could be    
material.                                                                       

New York, NY                                                                    
September 7, 2000                                                               

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                                     CONSOLIDATED BALANCE SHEETS

                                                          June 30, 2000 and 1999
--------------------------------------------------------------------------------

ASSETS

                                                                [Download Table]

                                                         2000              1999    
                                                      ---------------------------- 
                                                                                   
Loans receivable                                      $ 56,806,579    $ 51,103,932 
Less: allowance for loan losses                           (380,000)       (380,000)
                                                      ------------    ------------ 

                                                        56,426,579      50,723,932 

Cash and cash equivalents                                  376,507         542,290 
Accrued interest receivable                                928,765         714,626 
Assets acquired in satisfaction of loans                   609,106         612,491 
Receivables from debtors on sales of assets acquired                               
 in satisfaction of loans                                  743,954         409,939 
Equity securities                                          631,974         909,386 
Furniture, fixtures and leasehold improvements, net        110,019         105,440 
Prepaid expenses and other assets                          467,720         492,697 
                                                      ------------    ------------ 

       TOTAL ASSETS                                   $ 60,294,624    $ 54,510,801 
                                                      ============    ============ 

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

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                                     CONSOLIDATED BALANCE SHEETS

                                                          June 30, 2000 and 1999
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                                             2000            1999    
                                                         ----------------------------
                                                                                     
 LIABILITIES                                                                         
  Debentures payable to SBA                              $  8,880,000    $  8,880,000
  Notes payable, banks                                     37,800,000      31,000,000
  Accrued expenses and other liabilities                      365,328         223,458
  Accrued interest payable                                    365,270         354,918
  Dividends payable                                                --         314,208
                                                         ------------    ------------

       TOTAL LIABILITIES                                   47,410,598      40,772,584
                                                         ------------    ------------

COMMITMENTS AND CONTINGENCIES                                                        

STOCKHOLDERS' EQUITY                                                                 
  Preferred stock, 1,000,000 shares authorized,                    --              --
    none outstanding                                                                 
  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                                               --         256,916
  Accumulated (deficit) earnings                             (725,057)          4,815
  Accumulated other comprehensive income                      137,434         261,753
                                                         ------------    ------------

       TOTAL STOCKHOLDERS' EQUITY                          12,884,026      13,738,217
                                                         ------------    ------------

       TOTAL LIABILITIES AND STOCKHOLDERS'                                           
        EQUITY                                           $ 60,294,624    $ 54,510,801
                                                         ============    ============

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

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                               CONSOLIDATED STATEMENTS OF INCOME

                                For the Years Ended June 30, 2000, 1999 and 1998
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                             2000           1999           1998    
                                                         ----------------------------------------- 
                                                                                                   
INVESTMENT INCOME                                                                                  
  Interest on loans receivable                           $ 6,177,218    $ 5,197,667    $ 4,108,727 
  Fees and other income                                      425,179        386,227        497,729 
                                                         -----------    -----------    ----------- 

       TOTAL INVESTMENT INCOME                             6,602,397      5,583,894      4,606,456 
                                                         -----------    -----------    ----------- 

OPERATING EXPENSES                                                                                 
  Interest                                                 3,367,907      2,440,051      1,840,731 
  Salaries and employee benefits                             594,804        533,352        495,889 
  Legal and professional fees                                395,366        303,995        336,700 
  Miscellaneous administrative expenses                      861,534        886,995        739,875 
  Loss on assets acquired in satisfaction of loans, net       61,546         11,272         14,649 
  Directors' fee                                              36,875         32,375         52,050 
  Bad debt expense                                           617,846        146,465        227,748 
                                                         -----------    -----------    ----------- 

       TOTAL OPERATING EXPENSES                            5,935,878      4,354,505      3,707,642 
                                                         -----------    -----------    ----------- 

       OPERATING INCOME                                      666,519      1,229,389        898,814 
                                                         -----------    -----------    ----------- 

OTHER INCOME (EXPENSES)                                                                            
  Write-off non-cash receivable                                   --             --        (25,000)
  Net gain from rental activities                              7,233          7,200          6,125 
  Gain on sale of equity securities                          231,703                               
  Recapitalization costs                                    (423,045)            --             -- 
  Terminated offering costs                                 (256,087)            --             -- 
  Recoveries                                                      --             --         57,673 
                                                         -----------    -----------    ----------- 

       TOTAL OTHER (EXPENSES) INCOME                        (440,196)         7,200         38,798 
                                                         -----------    -----------    ----------- 

       INCOME BEFORE INCOME TAXES                            226,323      1,236,589        937,612 

INCOME TAX (BENEFIT) EXPENSE                                  13,571           (769)         3,271 
                                                         -----------    -----------    ----------- 

       NET INCOME                                        $   212,752    $ 1,237,358    $   934,341 
                                                         ===========    ===========    =========== 

Weighted Average Shares Outstanding                                                                
  - Basic                                                  1,745,600      1,745,600      1,518,969 
                                                         ===========    ===========    =========== 
  - Diluted                                                1,745,600      1,750,684      1,518,969 
                                                         ===========    ===========    =========== 

Net Income Per Common Share                                                                        
  - Basic                                                      $0.12          $0.71          $0.62 
                                                         ===========    ===========    =========== 
  - Diluted                                                    $0.12          $0.71          $0.62 
                                                         ===========    ===========    =========== 

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

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                For the Years Ended June 30, 2000, 1999 and 1998
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                          2000         1999         1998   
                                                      -------------------------------------
                                                                                           
NET INCOME                                            $  212,752    $1,237,358   $  934,341

OTHER COMPREHENSIVE INCOME                                                                 
 Unrealized gain on equity securities arising during                                       
   the period                                             84,283        62,964      140,548
 Reclassification adjustment for gains included in                                         
   net income                                           (208,602)           --           --
                                                      ----------    ----------   ----------

       TOTAL COMPREHENSIVE INCOME                     $   88,433    $1,300,322   $1,074,889
                                                      ==========    ==========   ==========

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

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                                 AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                For the Years Ended June 30, 2000, 1999 and 1998
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                         Shares of         Common                                      
                                          Common            Stock         Additional                   
                                           Stock         $0.0001 Par        Paid-In       Restricted   
                                        Outstanding         Value           Capital        Capital     
                                      -----------------------------------------------------------------
                                                                                                       
BALANCE - July 1, 1997                       1,283,600   $        128   $  8,903,701   $  1,679,820    

Transfer of restricted capital                      --             --        711,452       (711,452)   
Dividends paid                                      --             --             --             --    
Net income                                          --             --             --             --    
Unrealized gain on equity securities                                                                   
 arising during the period                          --             --             --             --    
Proceeds from sale of common stock, net                                                                
 of direct costs                               462,000             47      2,887,953             --    
                                          ------------   ------------   ------------   ------------    

BALANCE - June 30, 1998                      1,745,600            175     12,503,106        968,368    

Transfer of restricted capital                      --             --        711,452       (711,452)   
Dividends paid                                      --             --             --             --    
Net income                                          --             --             --             --    
Unrealized gain on equity securities                                                                   
 arising during the period                          --             --             --             --    
                                          ------------   ------------   ------------   ------------    

BALANCE - June 30, 1999                      1,745,600            175     13,214,558        256,916    

Transfer of restricted capital                      --             --        256,916       (256,916)   
Dividends declared                                  --             --             --             --    
Net income                                          --             --             --             --    
Unrealized gain on equity securities                                                                   
 arising during the period                          --             --             --             --    
Reclassification adjustment for gains                                                                  
 included in net income                             --             --             --             --    
                                          ------------   ------------   ------------   ------------    

BALANCE - June 30, 2000                      1,745,600   $        175   $ 13,471,474   $         --    
                                          ============   ============   ============   ============    


                                            Retained                        Accumulated                
                                            Earnings         Restricted       Other                    
                                          (Accumulated       Retained      Comprehensive               
                                            Deficit)         Earnings         Income         Total     
                                          ------------------------------------------------------------ 
                                                                                                       
BALANCE - July 1, 1997                    $    365,878    $     25,000    $     58,241    $ 11,032,768 

Transfer of restricted capital                      --              --              --              -- 
Dividends paid                              (1,300,930)             --              --      (1,300,930)
Net income                                     959,341         (25,000)             --         934,341 
Unrealized gain on equity securities                                                                   
 arising during the period                          --              --         140,548         140,548 
Proceeds from sale of common stock, net                                                                
 of direct costs                                    --              --              --       2,888,000 
                                          ------------    ------------    ------------    ------------ 

BALANCE - June 30, 1998                         24,289              --         198,789      13,694,727 

Transfer of restricted capital                      --              --              --              -- 
Dividends paid                              (1,256,832)             --              --      (1,256,832)
Net income                                   1,237,358              --              --       1,237,358 
Unrealized gain on equity securities                                                                   
 arising during the period                          --              --          62,964          62,964 
                                          ------------    ------------    ------------    ------------ 

BALANCE - June 30, 1999                          4,815              --         261,753      13,738,217 

Transfer of restricted capital                      --              --              --              -- 
Dividends declared                            (942,624)             --              --        (942,624)
Net income                                     212,752              --              --         212,752 
Unrealized gain on equity securities                                                                   
 arising during the period                          --              --          84,283          84,283 
Reclassification adjustment for gains                                                                  
 included in net income                             --              --        (208,602)       (208,602)
                                          ------------    ------------    ------------    ------------ 

BALANCE - June 30, 2000                   $   (725,057)   $         --    $    137,434    $ 12,884,026 
                                          ============    ============    ============    ============ 

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

                                                                             F-6

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                For the Years Ended June 30, 2000, 1999 and 1998
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                             2000           1999            1998   
                                                         ----------------------------------------- 
                                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES                                                               
 Net income                                              $   212,752    $ 1,237,358    $   934,341 
                                                         -----------    -----------    ----------- 
 Adjustments to reconcile net income                                                               
  to net cash provided by operating activities:                                                    
   Depreciation and amortization                              74,714         63,649         49,890 
   Gain on sale of equity securities                        (231,703)            --             -- 
   Write-off of non-cash receivable                               --             --         25,000 
   Increase in accrued interest receivable                  (214,139)      (198,516)      (107,945)
   (Increase) decrease in prepaid expenses and                                                     
    other assets                                                 522       (267,071)       (30,616)
   Increase in accrued expenses and                                                                
    other liabilities                                        141,870         19,358         92,096 
   Increase in accrued interest payable                       10,352        133,214         40,456 
                                                         -----------    -----------    ----------- 

       TOTAL ADJUSTMENTS                                    (218,384)      (249,366)        68,881 
                                                         -----------    -----------    ----------- 

       NET CASH (USED) PROVIDED BY                                                                 
         OPERATING ACTIVITIES                                 (5,632)       987,992      1,003,222 
                                                         -----------    -----------    ----------- 

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   (6,013,277)    (9,599,670)    (8,177,183)
  Net sales (purchases) of equity securities                 364,796       (217,242)       (52,450)
  Acquisition of furniture, fixtures and leasehold                                                 
   improvements                                              (54,838)       (42,387)       (37,468)
                                                         -----------    -----------    ----------- 

       NET CASH USED IN INVESTING                                                                  
        ACTIVITIES                                        (5,703,319)    (9,859,299)    (8,267,101)
                                                         -----------    -----------    ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES                                                               
  Proceeds from notes payable, banks, net                  6,800,000      8,915,000      5,265,000 
  Net proceeds from sale of common stock                          --             --      2,888,000 
  Dividends paid                                          (1,256,832)    (1,256,832)      (986,724)
                                                         -----------    -----------    ----------- 

       NET CASH PROVIDED BY FINANCING                                                              
        ACTIVITIES                                         5,543,168      7,658,168      7,166,276 
                                                         -----------    -----------    ----------- 

       NET DECREASE IN CASH                                                                        
        AND CASH EQUIVALENTS                                (165,783)    (1,213,139)       (97,603)
CASH AND CASH EQUIVALENTS - Beginning                        542,290      1,755,429      1,853,032 
                                                         -----------    -----------    ----------- 

CASH AND CASH EQUIVALENTS - Ending                       $   376,507    $   542,290    $ 1,755,429 
                                                         ===========    ===========    =========== 

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

                                                                             F-7

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

                                For the Years Ended June 30, 2000, 1999 and 1998
--------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                               

                                                        [Enlarge/Download Table]

                                                 2000            1999          1998   
                                             -----------------------------------------
                                                                                      
Cash paid during the years for:                                                       

  Interest                                   $ 3,357,555    $ 2,306,837   $ 1,840,276 
  Income taxes                               $     9,864    $        --   $     8,048 

Noncash investing and financing activities:                                           

  Conversion of loans to assets acquired in                                           
   satisfaction of loans                     $        --    $   381,500   $    26,090 

  Unrealized gains of equity securities                                               
    arising during the period                $    84,283    $    62,694   $   140,548 

  Reclassification adjustment for gains                                               
   included in net income                    $  (208,602)   $        --   $        -- 

  Transfer of restricted capital             $   256,916    $   711,452   $   711,452 

  Declaration of cash dividend               $        --    $   314,208   $   314,208 


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

                                                                             F-8

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                                               SCHEDULE OF LOANS

                                                                   June 30, 2000
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                      Maturity                    
                                                    Number           Interest           Dates           Balance   
Type of Loan                                       of Loans           Rates          (In Months)      Outstanding 
----------------------------------------------------------------------------------------------------------------- 
                                                                                                                  
New York City:                                                                                                    
 Taxi medallion                                         103             8 - 16%        48 - 300        $16,612,749
 Radio car service                                       27            11 - 15%         24 - 48            209,253

Chicago:                                                                                                          
 Taxi medallion                                         484            11 - 16%        21 - 120         24,980,811

Boston:                                                                                                           
 Taxi medallion                                          13           9.5 - 11%        39 - 180          1,637,688

Miami:                                                                                                            
 Taxi medallion                                          40          10.5 - 16%        29 - 180          1,620,094

Other loans:                                                                                                      
 Restaurant                                               4            10 - 12%        60 - 180            327,261
 Hairdresser                                              2                 12%             180             69,322
 Car Wash/Auto Center                                     7           8 - 10.5%        60 - 180            880,027
 Golf Course                                              1                 14%              12            200,000
 Bagel store                                              1                 14%              60             13,513
 Dry Cleaner                                             13          10.5 - 18%        48 - 120          1,821,367
 Laundromat                                              34           9.5 - 18%         51 - 84          5,536,645
 Laundry Equipment Dealer                                 1                9.5%              52             68,966
 Financial Services                                       1                 14%             120            252,782
 Black Car Service (real property)                        4          10.5 - 11%        60 - 180            652,380
 Auto Sales                                               3            12 - 13%        57 - 120            275,349
 Embroidery Manufacturer                                  2            12 - 18%         24 - 60            214,209
 Movie Theater                                            1                 16%             120            157,298
 Retirement home                                          1                 14%              84            300,000
 Garden Supply/Florist                                    1                 14%              91            287,500
 Commercial Construction                                  2            13 - 16%         72 - 84            689,365
                                                                                                       -----------
      Total Loans Receivable                                                                            56,806,579

 Less: Allowance for loan losses                                                                           380,000
                                                                                                       -----------
      Loans Receivable, net                                                                            $56,426,579
                                                                                                       ===========

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

                                                                             F-9

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                                                  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  ("Ameritrans"),  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.  The historical financial statements prior to
     December  16,  1999  were  those  of  Elk.  In the  accompanying  financial
     statements,  the capital  structure  and earnings per share of Elk has been
     retroactively  restated to reflect the share  exchange as if it occurred at
the beginning of the periods presented.                               

     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.                                   

     Ameritrans is a specialty finance company that through its subsidiary,  Elk
     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.             

Basis of Consolidation                                                

     The consolidated  financial  statements include the accounts of Ameritrans,
     Elk and EAF Holding Corporation  ("EAF"), a wholly owned subsidiary of Elk,
     collectively  referred to as the "Company".  All significant  inter-company
transactions have been eliminated in consolidation.                   

     EAF was formed in June 1992 and began  operations  in  December  1993.  The
     purpose of EAF is to own and operate certain real estate assets acquired in
satisfaction of loans by Elk.                                         

     Ameritrans  organized  another  subsidiary  on June 8,  1998,  Elk  Capital
     Corporation  ("Elk Capital"),  which will engage in the similar lending and
     investment activities.  Since inception,  Elk Capital had no operations and
activities.                                                           

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'  judgment,  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                 

                                                                            F-10

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Organization and Summary of Significant Accounting Policies, continued 

Loans and the Allowance for Loans Losses, continued                   

     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 June 30, 2000 and
     1999,   approximately   79%  and  85%   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.  See Note 3 for further
discussion.                                                           

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 judgment 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 June 30, 2000 and 1999.                     

Income Taxes                                                          

     Ameritrans  and Elk have  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                                                          

                                                                            F-11

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Organization and Summary of Significant Accounting Policies, continued 

Income Taxes, continued                                               

     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
     SFAS  No.  128,   "Earnings  per  Share".   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 2000
     and 1998, as inclusion is anti-dilutive.  For 1999, the Company had options
 outstanding which resulted in common stock equivalents of 5,084 shares.

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 June 30, 2000 and 1999,  loan costs  amounted to $104,876 and  $129,331,
     respectively,  net of  accumulated  amortization  of $139,105 and $114,650,
     respectively.  Amortization expense for the years ended June 30, 2000, 1999
and 1998 was $24,455.                                                 

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.                                                

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.                                       

                                                                            F-12

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Organization and Summary of Significant Accounting Policies, continued 

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" ("APB 25") 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 that
     public  enterprises  report  information about operating segments in annual
     financial  statements and requires reporting of selected  information about
     operating segments in interim financial  statements  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.                          

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 financial assets be initially measured
at fair value.  SFAS 125 also  requires that  servicing  assets be    

                                                                            F-13

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Organization and Summary of Significant Accounting Policies, continued 

Loan Sales and Servicing Fee Receivable, continued                    

     measured by  allocating  the  carrying  amount  between the assets sold and
     retained  interests  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,  1998.
     Implementation  of  SFAS  125 did  not  have  any  material  impact  on the
financial statements of the Company.                                  

Cost of Start-Up Activities                                           

     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.                                    

Accounting for Derivatives and Hedging Activities                     

     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, 2000,  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.                                              

NOTE 2 - Assets Acquired in Satisfaction of Loans                               

     Receivables  from debtors on sales of assets  acquired in  satisfaction  of
     loans  represent  loans to borrowers  arising out of the sales of defaulted
     assets. Pursuant to an SBA regulation, these loans are presented separately
in the accompanying consolidated balance sheets.                      

                                                        [Enlarge/Download Table]

                                                                                Assigned                   
                                                                              Mortgage and                 
                         Real Estate      Radio Cars          Artwork             Note             Total   
                         ----------------------------------------------------------------------------------
                                                                                                           
BALANCE, July 1, 1998    $ 312,935         $  39,285         $  48,250         $      --         $ 400,470 

Additions                       --                --                --           381,500           381,500 
Sales                     (122,000)           (8,044)               --                --          (130,044)
Write-offs and payments         --           (10,000)          (10,000)          (19,435)          (39,435)
                         ---------         ---------         ---------         ---------         --------- 

BALANCE, June 30, 1999   $ 190,935         $  21,241         $  38,250         $ 362,065         $ 612,491 
                         ---------         ---------         ---------         ---------         --------- 

                                                                            F-14

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - Assets Acquired in Satisfaction of Loans, continued                    

                                                        [Enlarge/Download Table]

                                                                            Assigned                    
                                                                          Mortgage and                  
                         Real Estate      Radio Cars       Artwork             Note             Total   
                         -------------------------------------------------------------------------------
                                                                                                        
BALANCE, June 30, 1999   $ 190,935        $  21,241        $  38,250        $ 362,065         $ 612,491 
                         ---------        ---------        ---------        ---------         --------- 

Write-offs and payments         --               --               --           (3,385)           (3,385)
                         ---------        ---------        ---------        ---------         --------- 

BALANCE, June 30, 2000   $ 190,935        $  21,241        $  38,250        $ 358,680         $ 609,106 
                         =========        =========        =========        =========         ========= 

NOTE 3 - Loans Receivable                                                       

     All loans on  nonaccrual  status  have been  classified  as  impaired.  The
     Company  recognizes  interest  income on a cash basis on these loans if the
     principal is fully  secured.  However,  where there is doubt  regarding the
     ultimate  collectibility  of the loan  principal,  cash  receipts,  whether
     designated  as principal  or  interest,  are applied to reduce the carrying
     value of the loan.  The Company has loans totaling  approximately  $804,000
     and $762,000 at June 2000 and 1999  respectively,  which are still accruing
     interest but are not performing  according to the terms of the contract and
     accordingly  these loans are impaired  under SFAS 114. At June 30, 2000 and
     1999 approximately $804,000 and $743,000 respectively,  of these loans were
     fully  collateralized as to principal and interest.  Interest receivable at
     June  30,  2000  and  1999  totaled   approximately   $90,000  and  $78,000
respectively, for such loans.                                         

     The following  table sets forth  certain  information  concerning  impaired
loans as of June 30, 2000 and 1999:                                   

                                             2000           1999
                                             -------------------------
Impaired loans with an allowance             $       --     $  167,212

Impaired loans without an allowance           1,363,003      1,512,456
                                             ----------     ----------

      Total Impaired Loans                   $1,363,003     $1,679,668
                                             ==========     ==========

Allowance for impaired loans                 $       --     $  157,886
                                             ==========     ==========

Average balance of impaired loans            $1,521,335     $1,213,258
                                             ==========     ==========

                                                                            F-15

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - Loans Receivable, continued                                            

  Transactions in the allowance for loan losses are summarized as follows:

BALANCE, July 1, 1998                                         $295,000
                                                              --------

Additions, net                                                  85,000
                                                              --------

BALANCE, June 30, 1999                                         380,000
                                                              --------

Additions, net                                                      --
                                                              --------

BALANCE, June 30, 2000                                        $380,000
                                                              ========

NOTE 4 - Equity Securities                                                      

  Equity securities consist of the following as of June 30, 2000 and 1999:

                                                        [Enlarge/Download Table]

                                    Chicago      Miami        Investment      Dry       Telecommuni              
                                    Taxicab     Taxicab        Advisory     Cleaner       cations                
                                  Medallions   Medallions        Firm       Company    and Technology     Total  
                                  ------------------------------------------------------------------------------ 
                                                                                                                 
BALANCE, July 1, 1998             $ 444,427     $  86,752     $  70,000     $  28,000     $      --    $ 629,179 

Purchase of securities              128,754         4,102            --            --       150,000      282,856 

Sale of securities                  (15,613)           --       (50,000)           --            --      (65,613)

Unrealized gain (loss)                                                                                           
on equity securities                                                                                             
arising durning the period           85,897       (22,933)           --            --            --       62,964 
                                  ---------     ---------     ---------     ---------     ---------    --------- 

BALANCE, June 30, 1999              643,465        67,921        20,000        28,000       150,000      909,386 

Purchase of securities                   --            --            --            --       150,576      150,576 

Sale of securities                 (269,669)           --       (20,000)      (14,000)           --     (303,669)

Unrealized gain (loss) on equity                                                                                 
 securities arising during the                                                                                   
 period                               8,089        76,194            --            --            --       84,283 

Reclassification adjustment for                                                                                  
 gains included in net income      (208,602)           --            --            --            --     (208,602)
                                  ---------     ---------     ---------     ---------     ---------    --------- 

BALANCE, June 30, 2000            $ 173,283       144,115     $      --     $  14,000       300,576    $ 631,974 
                                  =========     =========     =========     =========     =========    ========= 

                                                                            F-16

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 4 - Equity Securities, continued                                           

     At June 30, 2000 and 1999,  the fair value of the Chicago and Miami Taxicab
Medallions were increased resulting in unrealized gains.              

NOTE 5 - Debentures Payable to SBA                                              

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

                                                        [Enlarge/Download Table]

                                                                   2000                1999   
                                            Current Effective    Principal           Principal
 Issue Date                Due Date           Interest Rate       Amount               Amount 
----------------------------------------------------------------------------------------------
                                                                                              
September 1993          September 2003            6.12(1)       $1,500,000          $1,500,000
September 1993          September 2003            6.12           2,220,000           2,220,000
September 1994          September 2004            8.20           2,690,000           2,690,000
December 1995           December 2005             6.54           1,020,000           1,020,000
June 1996               June 2006                 7.71           1,020,000           1,020,000
March 1997              March 2007                7.38(2)          430,000             430,000
                                                                ----------          ----------
                                                                $8,880,000          $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 6 - Notes Payable to Banks                                                 

  At June 30, 2000 and 1999 the Company had loan agreements with three (3)
banks for lines of credit aggregating $40,000,000 and $35,000,000     
  respectively. At June 30, 2000 and 1999, the Company had $37,800,000 and
   $31,000,000 respectively, outstanding under these lines. The loans, which
mature through November 30, 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 banks' prime rates including certain fees which make
the effective rates approximately 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.                                  

                                                                            F-17

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 6 - Notes Payable to Banks, continued                                      

     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.

NOTE 7 - 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
     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 June
30, 2000 and 1999 was approximately $-0- and $256,000, 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 Certificate 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.     

                                                                            F-18

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 8 - Common Stock                                                           

     Ameritrans has 5,000,000  authorized  common shares,  $0.0001 par value, of
     which 1,745,600 shares are issued and outstanding after the shares exchange
     with Elk (see  Note 1).  Ameritrans  also has  1,000,000  shares  of "blank
check" preferred stock, none of which are issued and outstanding.     

     For the year ended June 30, 1998,  the Company  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.                                  

NOTE 9 - Income Taxes                                                           

     The provision for income tax expense (benefit) for the years ended June 30,
2000, 1999 and 1998 consists of the following:                        

                               2000           1999          1998
                              --------------------------------------
Federal                        $    986       $  1,689       $ (1,014)
State and City                   12,585         (2,458)         4,285 
                              --------       --------       --------

                              $ 13,571       $   (769)      $  3,271
                              ========       ========       ========

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

NOTE 10 - Related Party Transactions                                            

Related Party Transactions                                            

     The Company paid $63,688, $62,987 and $43,234 to a related law firm for the
     years  June  30,  2000,  1999  and  1998,  respectively,  for the  services
     provided. The Company generally charges its borrowers loan origination fees
     to  generate  income to offset  expenses  incurred by the Company for legal
fees paid by the Company for loan closing services.                   

     The Company rents office space on a month-to-month basis from an affiliated
     entity without a formal lease  agreement.  Rent expense amounted to $39,600
     each for the years ended June 30, 2000 and 1999,  respectively  and $40,048
     for the year ended June 30, 1998.  The Company also shares  overhead  costs
     and reimburses for office and salary expenses from this affiliated  entity.
     Overhead  costs and  reimbursed  office and  salary  expenses  amounted  to
     $88,186 and $85,138 and $81,308 for the years ended June 30, 2000, 1999 and
1998, respectively.                                                   

                                                                            F-19

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 11 - 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. On October 13, 1999, the
    Company entered into an additional interest rate swap transaction with the
    same bank for $5,000,000 expiring on October 8, 2001. On January 12, 2000,
the Company entered into another interest rate swap transaction for   
$10,000,000 with this bank expiring January 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 6
     for terms and effective interest rates). These Swap transactions call for a
     fixed rate of 5.86%, 4.95% and 6.57% (plus 150 basis points for each swap),
  respectively for the Company and 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.

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, 2000, 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  in 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 June 30,  2000 and 1999,  the  Company  had  commitments  to make  loans
     totaling approximately $2,070,000 and $4,058,000, respectively, at interest
rates ranging from 8.25% to 18%.                                      

Other Commitment                                                      

   On May 4, 2000, the Company executed an Agreement and Plan of Merger with
    Medallion Financial Corporation ("Medallion") and subsequently has amended
     certain terms and conditions, pursuant to which the Company will merge into
   and with a wholly owned subsidiary of Medallion. 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, the    
  satisfactory completion of due diligence by Medallion, approval from the
    U.S. Small Business Administration, the U.S. Department of Justice and the
     Federal Trade Commission and other customary closing conditions. Subject to
   the foregoing conditions, the Company expects to close the transaction in
the fourth quarter of 2000.                                           

                                                                            F-20

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 12 - Defined Contribution Plan                                             

     On April 15, 1996, the Company adopted a simplified  employee  pension plan
     covering all eligible  employees of the Company.  Contributions to the plan
     are at the  discretion  of the Board of  Directors.  During the years ended
     June 30, 2000, 1999 and 1998,  contributions  amounted to $72,463,  $64,137
and $63,435, respectively.                                            

NOTE 13 - Stock Option Plans                                                    

Employee Incentive Stock Option Plan                                  

     During September 1998, Elk adopted an employee incentive stock option plan,
    an aggregate of 125,000 shares of common stock are authorized for issuance
  under the plan. Subsequently Ameritrans adopted an employee stock option
     plan which is substantially identical to and successor to the Elk plan. The
plan provides that options may be granted to attract and retain key   
  employees of the Company. Options granted under the plan are exercisable
   for periods ranging from five to ten years. In addition, the option price
will be at least market value or at least 110% of market value of the 
    common stock on the grant date for employees and stockholders who own more
 than 5% of the common stock, respectively. In January 1999, the Company
granted 100,000 options to certain key employees at an exercise price 
ranging from $8.875 to $9.7625 per share.                             

Non-Employee  Directors Stock Option Plan                             

     On August 31, 1999, the SEC approved a Non-Employee  Directors Stock Option
     Plan with an aggregate of 75,000 options authorized for issuance.  The plan
     provides  that  options  may be  granted to  attract  and retain  qualified
     persons to serve as directors of the Company.  Options  granted  under this
     plan are  exercisable  twelve months from the date of grant and expire five
     years from the date of grant.  In  addition,  the option  price will not be
     less than the market value of the common stock on the grant date. On August
     31,  1999,  the Company  granted  22,224  options to four  directors  at an
     exercise price of $9.00 per share.  In January 2000, the Company granted an
     additional  11,112  options to two directors at an exercise  price of $9.00
per share.                                                            

Activities under this plan are as follows:                            

                                                     Weight     Weighted Average
                                     Number of     Average      Remaining Life
                                     Options   Exercise Price    Contractual
                                    ----------------------------------------
 BALANCE - July 1, 1999           100,000         $9.14              8.5

 Options granted                   33,336          9.00              4.2
                                  -------         -----            -----

 BALANCE - June 30, 2000          133,336          9.00              6.3
                                  =======         =====            =====

 Exercisable - June 30, 2000      133,336         $9.11              6.3
                                  =======         =====            =====

                                                                            F-21

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 13 - Stock Option Plans, continued                                         

     Pro forma  information  regarding  net  income  and  earnings  per share is
     required  by SFAS  123,  and has  been  determined  as if the  Company  had
     accounted  for its employee  stock  options  under the fair value method of
     SFAS 123. The fair market value for these options was estimated at the date
     of grant  using a  Black-Scholes  option-pricing  model with the  following
weighted-average assumptions for the year ended June 30, 2000.        

 Assumptions
    --------------------------------------------------------------------------
     Risk-free rate                                                  5.23%-6.18%
     Dividend yield                                                         7.5%
Volatility factor of the expected market price of the Company's       
     common stock                                                         0.72
     Average life                                                        5 years

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
     estimating  the  fair  value  of  traded  options,  which  have no  vesting
     restrictions  and are fully  transferable.  In addition,  option  valuation
     models  require the input of highly  subjective  assumptions  including the
     expected  stock price  volatility.  Because the  Company's  employee  stock
     options have characteristics  significantly  different from those of traded
     options,  and  because  changes in the  subjective  input  assumptions  can
     materially  affect the fair value estimate,  in management's  opinion,  the
     existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.                             

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
     options is amortized to expense over the vesting period of the options. The
     Company's  pro forma  information  for the year ended  June 30,  2000 is as
follows:                                                              

  Pro forma net income                                         $   128,968
                                                               ===========
Pro forma net income per share                                        

       - basic                                                 $      0.07
                                                               ===========
       - diluted                                               $      0.07
                                                               ===========

     The weighted  average fair value of options  granted  during the year ended
June 30, 2000 was $2.51 for shares.                                   

Note 14 - Other Matters                                                         

Recapitalization costs                                                
     In connection with the share for share exchange  between Elk and Ameritrans
     on December 16, 1999 (see note 1),  recapitalization  costs incurred by the
     Company in the amount of $423,045  have been recorded as an expense for the
year ended June 30, 2000                                              

Terminated offering costs                                             
     Based on the  proposed  merger  with  Medallion  Funding  (see note 11) the
     Company has determined  not to pursue and therefore  terminate as of May 4,
     2000,  the Company's  proposed  public  offering.  Deferred  offering costs
     incurred by the Company in the amount of $256,087  have been recorded as an
expense for the year ended June 30, 2000.                             

                                                                            F-22

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                                                  AMERITRANS CAPITAL CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 15 - 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 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 (see Note 3).                  

     Equity Securities - The Company's equity securities  consist of investments
     in corporations who own and operate Chicago taxicab medallions (28%), a dry
     cleaner  (2%),  Miami  taxicab  medallions  (23%) and a  Telecommunications
Company (47%) (see Note 4).                                           

     Debentures  Payable to Small  Business  Administration  - The fair value of
     debentures as of June 30, 2000 and 1999 were  approximately $ 9,431,000 and
     $8,989,000,  respectively,  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 (see Note 5).                       

     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                                       

                                                                            F-23

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EXHIBIT INDEX 

Exhibit                                                                         
Number    Exhibit                                                               
--------  -------                                                               

2.1       Agreement and Plan of Merger dated as of May 4, 2000 by and among     
        Medallion Financial Corp., AMTC Merger Corp., and Ameritrans Capital
Corporation.(1)                                             

2.2       Amendment No. 8 dated as of August 29, 2000 to the Agreement and Plan 
      of Merger dated as of may 4, 2000 by and among Medallion Financial
    Corp., AMTC Merger Corp., and Ameritrans Capital Corporation.(2)

3(i)      Certificate of Incorporation(3)                                       

3(ii)     By-laws(3)                                                            

4         Form of subordinated debentures issued to the U.S. Small Business     
          Administration ("SBA") by Elk Associates Funding Corporation ("Elk") -
  Debenture issued March 26, 1997 - principal amount - $430,000;
Maturity Date - March 1, 2007; Stated Interest Rate - 7.38%.

The following debentures are omitted pursuant to Rule 483:  

a. Debenture issued September 22, 1993 - principal amount - 
$1,500,000; Maturity Date - September 1, 2003;        
Stated Interest Rate - 6.12%.                         

b. Debenture issued September 22, 1993 - principal amount - 
$2,220,000; Maturity Date - September 1, 2003;        
Stated Interest Rate - 6.12%.                         

c. Debenture issued September 28, 1994 - principal amount - 
$2,690,000; Maturity Date - September 1, 2004;        
Stated Interest Rate - 8.20%.                         

          d. Debenture issued December 14, 1995 - principal amount - $1,020,000;
         Maturity Date - December 1, 2005; Stated Interest Rate - 6.54%.

      e. Debenture issued June 26, 1996 - principal amount - $1,020,000;
     Maturity Date - June 1, 2006; Stated Interest Rate - 7.71%.

10.1      Security Agreement between Elk and the SBA, dated September 9,        
1993.(4)                                                    

10.2      Custodian Agreement, Intercreditor Agreement and amendments thereto - 
See Exhibits j.1, k.2, k.3, and k.4, below.                 

10.3      1998 Employee Stock Option Plan.(3)                                   

10.4      Non-Employee Director Stock Option Plan.(4)                           

10.5      Custodian Agreement among Elk; Bank Leumi Trust Company of New York   
      ("Leumi"), Israel Discount Bank of New York ("IDB"), Bank Hapoalim
        B.M. ("Hapoalim") and Extebank; the SBA, and IDB as Custodian; dated
September 9, 1993 (the "Custodian Agreement").(4)           

10.6      Agreements between Elk and the SBA.                                   

a. Agreement dated September 9, 1993.(4)                    

b. Agreement dated February 7, 1997.(4)                     

10.7      Intercreditor Agreement among Elk, Leumi, IDB, Hapoalim, Extebank and 
       the SBA, dated September 9,1993 (the "Intercreditor Agreement").(4)

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10.8      Amendments to the Custodian and Intercreditor Agreements.             

   a. Amendment removing Hapoalim and Extebank and adding European
American Bank ("EAB"), dated September 28, 1994.(4)   

b. Form of Amendment adding bank:                           

    i.  Amendment adding United Mizrahi Bank and Trust Company
    ("UMB"), dated June __, 1995 was previously filed.

          ii. Amendment adding Sterling National Bank and Trust Company of
                New York ("Sterling"), dated April __, 1996 - omitted pursuant
to Rule 483.                                  

10.9      Bank Intercreditor Agreement among Elk, Leumi, IDB, Hapoalim and      
Extebank, dated September 9, 1993 (the "Bank Intercreditor  
Agreement").(4)                                             

10.10     Amendments to the Bank Intercreditor Agreement.                       

   a. Amendment removing Hapoalim and Extebank and adding European
American Bank ("EAB"), dated September 28, 1994.      

b. Form of Amendment adding bank:                           

             i.  Amendment adding UMB, dated June __, 1995 was previously filed.

       ii. Amendment adding Sterling, dated April __, 1996 - omitted
pursuant to Rule 483.                         

10.11     Grid Demand Promissory Note dated August 27, 1999 between Ameritrans  
and Israel Discount Bank of New York.(5)                    

10.12     Promissory Note dated January 15, 2000 between Ameritrans and Bank    
      Leumi USA and Letter Agreement of even date between aforementioned
parties.(5)                                                 

10.13     Master Note dated October 4, 1999 between Ameritrans and European     
American Bank.(5)                                           

10.14     Form of indemnity agreement between Ameritrans and each of its        
directors and officers.(3)                                  

27        Ameritrans Capital Corporation Financial Data Schedule.               

----------                                                                      
(1)  Incorporated by reference from the registrant's Current Report on 8-K (Item
V) (File No. 333-63951) filed on May 12, 2000.                        

(2)  Incorporated by reference from the registrant's Current Report on 8-K (Item
V) (File No. 333-63951) filed on September 6, 2000.                   

(3)  Incorporated by reference from the Registrant's Registration Statement on  
Form N-14 (File No. 333-63951), initially filed September 22, 1998.   

(4)  Incorporated by reference from the registrant's Registration Statement     
filed on Form N-2 (File No. 333-82693) filed July 12, 1999.           

(5)  Incorporated by reference from the Registrant's 10-Q (File No. 811-08847)  
filed February 15, 2000.                                              

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		6/30/92		26
		6/30/93		26
		9/9/93		69		70
		9/22/93		69
		4/25/94		24
		6/30/94		26
		9/28/94		69		70
		11/10/94		63
		6/30/95		12		26
		7/1/95		26
		8/8/95		6
		12/14/95		69
		4/15/96		66
		6/26/96		69
		7/1/96		37
		9/30/96		63
		2/7/97		69
		3/20/97		65
		3/26/97		69
		7/1/97		51
		10/1/97		6
		1/1/98		59
		6/8/98		55		65
		6/22/98		26
		6/30/98		30		66			N-30D, NSAR-B
		7/1/98		59		61
		9/22/98		70
		12/15/98		59
		1/21/99		7
		5/21/99		63
		6/30/99		26		68			10-K, 10-K/A, DEF 14A
		7/1/99		11
		7/12/99		70
		8/27/99		70
		8/31/99		38		66
		10/4/99		70
		10/13/99		65
		11/10/99		31
		12/7/99		19
		12/16/99		4		67			8-K
		12/31/99		31
		1/12/00		65
		1/15/00		70
		2/15/00		70
		3/20/00		65
		5/4/00		4		69
		5/12/00		42		70
		6/15/00		59
For The Period Ended		6/30/00		1		68
		8/29/00		4		69
		9/6/00		70
		9/7/00		46
		9/25/00		26		42
		9/27/00		2		26
Filed On / Filed As Of		9/28/00		43		44
		11/30/00		62
		1/8/01		65
		6/8/01		65
		10/8/01		65
		9/1/03		69
		9/1/04		69
		12/1/05		69
		6/1/06		69
		3/1/07		69
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