10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

þ   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 for the Quarterly Period Ended December 31, 2009

or

¨   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                 to                

Commission File Number 814-00193

AMERITRANS CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	52-2102424
(State of incorporation)	(I.R.S.  Employer Identification No.)
50 Jericho Quadrangle, Jericho, NY 11753
(Address of Registrant’s principal executive office) (Zip Code)
(212) 355-2449
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

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 (the “Act”) 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 T No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

¨	Large accelerated filer	¨	Accelerated filer	þ	Non-accelerated filer	¨	Smaller reporting company
					(Do not check if a small reporting company.)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

The number of shares of registrant’s common stock, par value $.0001 per share, outstanding as of February 4, 2010 was 3,395,583. The number of shares of Registrants 9⅜ cumulative participating redeemable preferred stock outstanding as of February 4 , 2010 was 300,000.

EXPLANATORY NOTE

This Amendment No. 1  to the Quarterly Report on Form 10-Q of Ameritrans Capital Corporation for the quarter ended December 31, 2009, filed with the Securities and Exchange Commission on February 16, 2010, is being filed solely to include the Debenture, dated December 2, 2009, by Elk Associates Funding Corp. in favor of JPMorgan Chase Bank, N.A., as Custodian for the U.S. Small Business Administration and SBIC Funding Corporation, as Exhibit 4.1 thereto.

Item 6. Exhibits

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

Exhibit Index

(a)   Exhibits

4.1	Executed Debenture dated December 2, 2009 by Elk Associates Funding Corp. in favor of JPMorgan Chase Bank, N.A., as Custodian for the U.S. Small Business Administration and SBIC Funding Corporation
10.1	Executed Fixed Rate Promissory Note dated January 4, 2010 between Elk Associates Funding Corp. and Bank Leumi USA. (attached hereto)
10.2	Executed Demand Grid  Promissory Note dated April 30, 2009 between Elk Associates Funding Corp. and Israel Discount Bank of New York as amended as of October 31, 2009, January 31, 2010 and extended to June 30, 2010 (attached hereto)
31.1	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  (attached hereto)
31.2	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  (attached hereto)
32.1	Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (attached hereto)
32.2	Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (attached hereto)

(All other items of Part II are inapplicable)

SIGNATURES

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

AMERITRANS CAPITAL CORPORATION

Dated: March 29, 2011

By: /s/ Michael Feinsod                                  

Michael Feinsod

Chief Executive Officer and President

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Michael Feinsod, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Ameritrans Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Date: March 29, 2011		/s/ Michael Feinsod             Michael Feinsod Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Richard L. Feinstein, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Ameritrans Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Date: March 29, 2011		/s/ Richard L. Feinstein             Richard L. Feinstein Chief Financial Officer