AMTCQ Ameritrans Capital Corporation (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Ameritrans Capital Corporation

(Name of Issuer)

COMMON STOCK, $.0001 par value

(Title of Class of Securities)

03073H108

(CUSIP Number)

Kevin A. Richardson, II

Prides Capital Partners, L.L.C.

200 State Street, 13th Floor

Boston MA 02109

(617) 778-9200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 1, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box   ¨ .

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 amends the Statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “Commission”) on December 9, 2005 by Prides Capital Partners, L.L.C. a Delaware limited liability company (“Prides”), Kevin A. Richardson, II (together with Prides, the “Reporting Persons” and each, a “Reporting Person”), Henry J. Lawlor, Jr., Murray A. Indick, Charles E. McCarthy and Christian Puscasiu, as amended by Amendment No. 1 on March 7, 2006. Messrs. Lawlor, Indick, McCarthy and Puscasiu are no longer Reporting Persons for purposes of the Schedule 13D.

This amendment to the Schedule 13D relates to shares of Common Stock, $.0001 par value (the “Common Stock”) of Ameritrans Capital Corporation, a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 50 Jericho Quadrangle, Suite 109, Jericho, NY 11753. The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

On December 1, 2010 a limited partnership for which Prides serves as the sole general partner entered a Purchase Agreement pursuant to which they propose to sell 848,500 shares of Common Stock and 213,675 warrants (collectively, the “Securities”) to an accredited investor in a private negotiated transaction for an aggregate purchase price of $1,026,685, with the purchase price to be reduced by the amount of dividends, if any, paid between December 1, 2010 and the closing date (the “Transaction”). Concurrently with the execution of the Purchase Agreement, Prides has delivered the Securities to an escrow agent, but maintain beneficial ownership of such Securities until such time as the Transaction closes. Prides has also agreed to vote all of their shares of Common Stock prior to December 31, 2010 in accordance with the buyer’s voting instructions on any matter that is put to a vote of the Issuer’s stockholders. The Transaction is subject to customary closing conditions and is expected to close on or before December 31, 2010. The Purchase Agreement is attached hereto as Exhibit B, and the information set forth in response to this Item 4 is qualified in its entirely by reference to the Purchase Agreement which is incorporated by reference herein.

(a),(b) According to the Quarterly Report on Form 10-Q filed by the Issuer on November 15, 2010, there were 3,395,583 shares of Common Stock issued and outstanding as of November 10, 2010. Based on such information, and without giving effect to the Transaction reported above in Item 4 which has not yet closed, the Reporting Persons report beneficial ownership of 848,500 shares of Common Stock and 213,675 warrants, representing 29.4% of common stock and warrants outstanding, held by Prides. Voting and investment power concerning the above shares are held solely by Prides.

As a partner and controlling person of Prides, Mr. Richardson may be deemed to beneficially own any shares of Common Stock, warrants or stock options that Prides may beneficially own, or be deemed to beneficially own. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that Mr. Richardson is the beneficial owner of Common Stock, warrants or options referred to herein for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of any pecuniary interest therein. Henry J. Lawlor, Jr., Murray A. Indick, Charles E. McCarthy and Christian Puscasiu no longer exercise control over the shares subject to this Schedule 13D.

(c) The Reporting Persons have engaged in no transaction involving shares of Common Stock in the last 60 days, other than the transaction described in Item 4 above.

(e) Upon the closing of this Transaction on or before December 31, 2010, the Reporting Persons shall cease ownership of more than five percent of the shares of Common Stock.

None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except, as disclosed in Item 4 above, for the agreement filed as Exhibit B hereto.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 2, 2010

Exhibit A

JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

Dated: December 2, 2010

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