----------------------

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES  ACT OF 1933, AS AMENDED,  OR UNTIL THIS  REGISTRATION  STATEMENT
SHALL BECOME  EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE  COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================



                                 370,750 SHARES

                              NEWTEK CAPITAL, INC.

                                  COMMON STOCK

                        ---------------------------------

     This  Prospectus  relates to the  offering of 370,750  shares of our common
stock, par value $0.02 per share.  These shares may be sold from time to time by
some of our current stockholders,  each of whom acquired these shares from us in
a private placement.

     The selling  stockholders  may sell the shares at prices  determined by the
prevailing  market price for the shares or in negotiated  transactions.  We will
not receive any proceeds from the sale of these shares.

     Our common stock is traded on the American  Stock Exchange under the symbol
"NKC".  On March 27, 2001,  the last reported sale price of our common stock was
$3.25 per share.

                        --------------------------------

     BEFORE BUYING ANY SHARES YOU SHOULD READ THE  DISCUSSION OF MATERIAL  RISKS
OF INVESTING IN OUR COMMON STOCK IN "RISK FACTORS" BEGINNING ON PAGE 4.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION  HAS APPROVED OR DISAPPROVED  OF THESE  SECURITIES,  OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                  The date of this Prospectus is April 2, 2001


                      WHERE YOU CAN FIND MORE INFORMATION;
                           INCORPORATION BY REFERENCE

     We file annual,  quarterly and current reports,  proxy statements and other
information with the Securities and Exchange Commission.  You may read and copy,
upon payment of a fee set by the SEC, any document  that we file with the SEC at
its public reference rooms in Washington,  D.C. (450 Fifth Street, N.W., 20549),
New York, New York (Seven World Trade Center, 13th Floor, Suite 1300, 10048) and
Chicago,  Illinois (Citicorp Center, 500 West Madison Street,  14th Floor, Suite
1400,  60661).  You may also call the SEC at 1-800-432-0330 for more information
on the public  reference  rooms. Our filings are also available to the public on
the  Internet,  through  the SEC's  EDGAR  database.  You may  access  the EDGAR
database at the SEC's web site at http://www.sec.gov.

     The SEC allows us to  "incorporate  by reference"  into this Prospectus the
information  we file  with  them.  This  means  that we can  disclose  important
business, financial and other information in our SEC filings by referring you to
the documents  containing  this  information.  All  information  incorporated by
reference is part of this  Prospectus,  unless that  information  is updated and
superseded by the information contained in this Prospectus or by any information
filed  subsequently  that is  incorporated  by  reference  or by any  prospectus
supplement.  Any prospectus  supplement or any information  that we subsequently
file with the SEC that is incorporated by reference will automatically supersede
any prior  information  that is part of this Prospectus or any prior  prospectus
supplement.  We  incorporate  by reference  the  documents  listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the termination of this offering:

     o    Annual Report on Form 10-KSB for the year ended December 31, 2000.
     o    The  description  of our Common Stock  contained  in our  Registration
          Statement on Form 8-A, dated September 18, 2000,  which registered our
          common stock under  Section  12(b) of the  Securities  Exchange Act of
          1934.

     This  Prospectus  is part of a  Registration  Statement on Form S-3 we have
filed with the SEC relating to our common stock  registered under the Securities
Act of 1933. As permitted by SEC rules,  this Prospectus does not contain all of
the  information  contained  in  the  Registration  Statement  and  accompanying
exhibits and  schedules we file with the SEC. You may refer to the  registration
statement,  the exhibits and  schedules  for more  information  about us and our
common  stock.  The  registration  statement,  exhibits and  schedules  are also
available at the SEC's public  reference  rooms or through its EDGAR database on
the internet.

     You may  obtain  a copy of these  filings  at no cost by  writing  to us at
Newtek  Capital,  Inc., 845 Third Street,  8th Floor,  New York, NY,  Attention:
Ellen  Merryman,  or by  telephoning  us at (212)  826-9022.  In order to obtain
timely  delivery,  you must request the  information no later than five business
days prior to the date you decide to invest in our common stock.

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this Prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information.  We are not making an offer of
these  securities in any state where the offer is not permitted.  You should not
assume that the information in this  Prospectus or any prospectus  supplement is
accurate as of any date other than the date on the front of this Prospectus.

                        SPECIAL NOTE OF CAUTION REGARDING
                           FORWARD-LOOKING STATEMENTS

     Certain  statements  contained in (i) this Prospectus,  (ii) any applicable
prospectus  supplement  and (iii) the documents  incorporated  by reference into
this Prospectus, may constitute  "forward-looking  statements within the meaning
of the federal  securities  laws.  Forward-looking  statements  are based on our
management's  beliefs,  assumptions  and  expectations  of our  future  economic
performance,  taking into account the information  currently  available to them.
These  statements  are  not  statements  of  historical  fact.   Forward-looking
statements  involve risks and  uncertainties  that may cause our actual results,
performance  or  financial  condition  to  be  materially   different  from  the
expectations of future results,

                                      -i-


performance  or financial  condition we express or imply in any  forward-looking
statements.  Some of the important  factors that could cause our actual results,
performance or financial  condition to differ  materially from our  expectations
are:

o The  performance  of our partner  companies,  aspects of which are outside our
control.

o Losses by the capcos due to  investments in riskier  early-stage  and start up
businesses  could make it  significantly  more  difficult for the capcos to meet
minimum state  statutory  investment  benchmarks  and thus subject the capcos to
decertification and further financial loss.

o The degree and nature of our competition and that of our partner companies.

o The lack of widespread acceptance of the commercial use of the Internet.

o Our  ability,  and that of our  partner  companies,  to attract and retain key
managerial and technical personnel.

o Changes in  government  regulation  of our  business  and those of our partner
companies.

     When used in our documents or oral  presentations,  the words "anticipate",
estimate",  "expect", objective",  "projection",  "forecast", "goal", or similar
words are intended to identify forward-looking  statements.  We qualify any such
forward-looking statements entirely by these cautionary factors.

                                      -ii-


--------------------------------------------------------------------------------
                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this Prospectus.
It is not complete and does not contain all of the  information  that you should
consider before investing in the shares.  You should read the entire  Prospectus
carefully  and you  should  consider  the  information  set  forth  under  "Risk
Factors".

     We use the term "our" or "the Company" to refer to Newtek Capital,  Inc., a
business corporation organized under New York law.

THE COMPANY

     Newtek  Capital,  Inc.  resulted  from the  combination  of the  businesses
previously owned by BJB Holdings, Inc. and REXX Environmental Corporation.  This
combination  was closed on  September  19, 2000 and followed the approval of the
transaction by the stockholders of both companies. Prior to the combination, the
principal  operating  business  of REXX was  sold,  and the  Company  is the BJB
businesses under its own name. For ease of reference in this document,  we refer
to "Newtek" the "Company" to include both the business of BJB prior to September
19, 2000 and of Newtek Capital, Inc. following that date.

     The Company's business originated in 1998 in the organization and operation
of what are now seven certified capital companies, or "capcos".  Since 1998, the
business  of Newtek has focused on the  deployment  of these capco funds and the
receipt of related tax credit income  described  below. In this process,  Newtek
has determined that the capcos provide a base for the  structuring,  development
and    acquisition   of   further    businesses,    particularly    early-stage,
technology-oriented   companies  focused  on  Internet  related   commerce,   or
"e-commerce."  Since the last  quarter of 1999,  the Company has been working to
expand  its  business  development  activities,  and its goal is to be a premier
business  partner  for its  acquired or  affiliated  companies  by helping  them
implement  their  business  strategies  in a  manner  consistent  with  Newtek's
objectives.  Through the capco programs and otherwise,  the Company is operating
as a holding company for a network of partner  companies in a collaborative  and
coordinated effort to develop  successful  businesses in a number of existing as
well as emerging, technological business lines.

     The  management  of the  Company  believes  that there will be  substantial
long-term  growth in  business-to-business  e-commerce that creates  significant
market opportunities for well positioned, managed and funded emerging companies.
Many  new  companies,  including  spin-offs  from  traditional  businesses,  are
currently  being  formed and funded to develop  technologies  and  solutions  to
support the new  business-to-business  e-commerce  market.  Business-to-business
solutions are being rapidly  adopted to facilitate  the  continuous  exchange of
information among business partners,  to large customer audiences,  and to allow
businesses  to interact  more  efficiently  with  suppliers,  distributors,  and
service providers.  The Company,  through its network of partner  companies,  is
participating in this industry.

     In addition,  the Company seeks to identify business  opportunities in less
technologically-oriented  areas with  strong  fundamentals  in  products  and or
markets,  particularly,   those  as  to  which  the  application  of  e-commerce
technology,  or the other business  development services which could be provided
by the Company, would provide a material improvement in results.

     To  date,  the  majority  of  Newtek's   acquisitions  and  other  business
development  efforts  have been  undertaken  through the capcos that the Company
controls.  As of December 31, 2000,  Newtek had  provided  business  development
services,  including in some cases funding, for 13 companies,  of which nine are
majority owned or primarily  controlled and represent  $12,613,734 or 80% of its
investments other than Government securities.

HOW TO CONTACT US

     Our principal  executive  offices are located at 1500  Hempstead  Turnpike,
East Meadow, New York 11554, and our telephone number is (516) 390-2260. We were
incorporated in 1999 in New York.

                                      -1-

                                  RISK FACTORS

     In  addition  to the  other  information  in this  Prospectus,  you  should
carefully  consider the  following  factors in  evaluating  an investment in the
shares of our common stock.

RISKS RELATING TO US:
---------------------

THIS SECTION  DESCRIBES  RISKS  RELATING US AND OUR BUSINESS  OPERATIONS.  OTHER
MATERIAL  RISKS RELATING TO OUR PARTNER  COMPANIES AND TO THE INTERNET  INDUSTRY
ARE MORE FULLY DESCRIBED  BELOW UNDER "RISKS RELATING TO OUR PARTNER  COMPANIES"
AND "RISKS RELATING TO THE INTERNET INDUSTRY".

BECAUSE WE HAVE A LIMITED OPERATING  HISTORY,  YOUR INVESTMENT  DECISION WILL BE
BASED ON LIMITED AVAILABLE INFORMATION.

     We have  primarily  engaged in the  creation  and  operation  of  certified
capital  companies,  or  capcos,  and have a  limited  operating  history  as an
Internet holding company upon which you may evaluate our business and prospects.
Our business and prospects  must be considered in view of the risk,  expense and
competition  frequently encountered by companies in early stages of development,
particularly companies in new and rapidly evolving markets such as e-commerce.

DESPITE NET INCOME FOR THE QUARTER  ENDED  DECEMBER 31, 2000,  WE INCURRED A NET
LOSS OF APPROXIMATELY  $3,425,000 FOR YEAR ENDED DECEMBER 31, 2000, AND THERE IS
A RISK THAT WE AND OUR PARTNER COMPANIES MAY NEVER BECOME PROFITABLE.

     There  is a risk  that  we and  our  partner  companies  may  never  become
profitable.  We  incurred a net loss of  approximately  $3,425,000  for the year
ended  December 31, 2000,  despite net income of  approximately  $576,000 in the
fourth  quarter.  In addition,  we reported  negative cash flows from  operating
activities  for each of years  ended  December  31,1999  and 2000.  Our  partner
companies are, and we expect that our future partner companies will be, in early
stages of development and will have limited or no revenues.  Because  e-commerce
companies, even if successful,  typically generate significant losses while they
grow,  we do not  expect  our  partner  companies  to  generate  income  for the
foreseeable future, and they may never generate income.  Further, the income, if
any,  generated by partner  companies  may be offset by losses of other  partner
companies.   Moreover,   the  continuing  acquisition  by  us  of  interests  in
early-stage  partner companies may further delay  profitability.  Our short-term
success will depend heavily on the operations of our capcos.

BECAUSE WE ARE SIGNIFICANTLY  SMALLER THAN MANY OF OUR COMPETITORS,  WE MAY LACK
THE FINANCIAL  RESOURCES NEEDED TO CAPTURE  INCREASED MARKET SHARE OR EXPAND OUR
BUSINESS.

     Many  of our  current  and  potential  competitors  have  longer  operating
histories,  greater name  recognition  and  substantially  greater  operational,
financial,  marketing and other  resources than the Company.  If capital markets
were to weaken for an  extended  period of time,  our larger  competitors  might
then, in part due to having greater financial  resources,  have easier access to
expand  their  businesses.  Therefore,  they may be able to respond more quickly
than  we can  to  new or  changing  opportunities,  technologies,  standards  or
customer requirements.

IF WE CANNOT ACQUIRE INTERESTS IN PARTNER COMPANIES,  OUR BUSINESS STRATEGY WILL
FAIL.

     If we cannot acquire interests in attractive partner companies our business
strategy will not succeed. We may be unable to acquire an interest in businesses
for a number of reasons, including:

o    lack of sufficient capital;

o    failure  to agree on terms of the  acquisition,  such as extent or price of
     acquisition;

                                      -2-


o    competition from other acquirers;

o    unwillingness of the target company to partner with us; or

o    incompatibility  of vision and strategy  between us and the management of a
     target company;

     These factors  create the  possibility  that our  opportunities  to acquire
interests in new partner  companies  may be limited,  in which case our business
strategy would fail.

THE VALUE OF OUR COMMON STOCK WOULD LIKELY BE ADVERSELY IMPACTED BY THE NEGATIVE
PERFORMANCE  OF OUR  PARTNER  COMPANIES,  ASPECTS  OF WHICH MAY BE  OUTSIDE  OUR
CONTROL.

     Each of our partner  companies  may be impacted by economic,  governmental,
industrial  and internal  company  factors  outside our control.  If our partner
companies  do not  succeed,  the value of our  assets and the price of our stock
would decline.

BECAUSE OUR CAPCOS ARE SUBJECT TO VARIOUS STATE LAW  REQUIREMENTS,  A FAILURE OF
ANY OF  THEM  TO  MEET  THESE  REQUIREMENTS  COULD  SUBJECT  THE  CAPCO  AND OUR
STOCKHOLDERS TO SERIOUS FINANCIAL CONSEQUENCES.

     Involuntary decertification of all or substantially all of our capcos would
result in material loss to the Company and its stockholders.  In general, capcos
issue debt and equity  instruments,  generally  warrants,  to insurance  company
investors and the capcos then acquire  interests in companies in accordance with
applicable  state  statutes.  In  return,  the states  issue tax  credits to the
capcos,  which are available to and used by the insurance  company  investors to
reduce their state tax  liabilities.  In order to maintain its status as a capco
and to avoid the  recapture of the tax credits  granted,  each capco must meet a
number of state  requirements.  A key  requirement  in order to  continue  capco
certification is that a capco must comply with minimum investment schedules that
benchmark both the timing and type of required investments.  A final involuntary
loss of capco status, that is decertification as a capco, will result in loss of
the tax credits for us and our insurance  investors and have a serious  negative
impact on our business strategy.

LOSSES BY THE CAPCOS DUE TO  INVESTMENTS  IN RISKIER  EARLY-STAGE,  START UP AND
POTENTIALLY HIGH GROWTH  BUSINESSES  COULD MAKE IT SIGNIFICANTLY  MORE DIFFICULT
FOR THE CAPCOS TO MEET MINIMUM STATE  STATUTORY  INVESTMENT  BENCHMARKS AND THUS
SUBJECT THE CAPCOS TO DECERTIFICATION AS A CAPCO AND FURTHER FINANCIAL LOSS.

     In accordance  with our investment  objectives,  the Company and the capcos
will acquire interests in early-stage,  technology-oriented  companies which are
riskier than some other  investments.  If significant  losses occur due to these
investments,  one or more  of the  capcos  could  find  that  it has  diminished
resources with which to meet applicable  minimum  investment  benchmarks.  If we
fail to meet  minimum  investment  benchmarks  it is  likely  that  the  capco's
certified  status  would be  withdrawn  and our  stockholders  would  experience
significant   losses.   Decertification   could  require  that  the  capco  make
compensatory  payments to its  investors or suffer the  assumption of control of
the capco by the capco's financial insurer.

IN THE  EVENT OF A THREAT OF  DECERTIFICATION  BY A STATE,  THE CAPCO  FINANCIAL
INSURER IS AUTHORIZED  (ABSENT  APPROPRIATE  CORRECTIVE  ACTION BY THE CAPCO) TO
ASSUME UP TO COMPLETE  CONTROL OF A CAPCO WHICH WOULD LIKELY RESULT IN FINANCIAL
LOSS TO THE CAPCO AND POSSIBLY US AND OUR STOCKHOLDERS.

     Under the terms of  insurance  policies  purchased  by the  capcos  for the
benefit of the  investors,  the capco insurer is  authorized,  in the event of a
threat of decertification  by a state, and absent appropriate  corrective action
by the capco,  to assume up to complete  control of a capco so as to avoid final
decertification  and interest  payments.  While avoiding final  decertification,
control by the insurer  would result in  significant  disruption  of the capco's
business and likely  result in  financial  loss to the capco and possibly us and
our stockholders.

                                      -3-


IN THE ABSENCE OF FUNDS FROM SOURCES OTHER THAN THE CAPCOS,  OUR ABILITY TO MAKE
INVESTMENTS  IN PARTNER  COMPANIES  WILL BE LIMITED TO THOSE  PERMISSIBLE TO THE
CAPCOS.

     Absent other funding  sources,  our ability to invest in or acquire partner
companies is limited to  investments  permissible  to the various  capcos.  This
limitation  may require us to forego  attractive  or desirable  partner  company
investments,  which  could  adversely  affect or prevent  implementation  of our
business strategy.  In the programs under which the capcos operate,  investments
by a capco may only be made in the state in which the particular  capco operates
and the target company must meet certain requirements, as to size, employment of
state residents and possible relocation.

IN THE  ABSENCE  OF THE  ADOPTION  OF NEW CAPCO  PROGRAMS,  WE WILL BE UNABLE TO
DERIVE ANY NEW INCOME FROM TAX CREDITS,  WHICH TO DATE REPRESENTS  SUBSTANTIALLY
ALL OF OUR INCOME.

     Virtually  all of our  income for the years  ended  December  31,  1999 and
December 31, 2000,  was derived from the  recognition  of income  related to tax
credits  available under current  certified  capital company  programs.  We will
recognize  additional  income  related to tax credits  over the next four to ten
years from these  programs.  Thereafter,  unless  additional  capco programs are
adopted and we are able to  participate  in them,  we will derive no income from
additional  capco  programs.  The  adoption of new state  capco  programs in the
future could be  materially  and  adversely  affected by adverse  changes in the
current relatively good economic conditions.  When an adverse change occurs, the
willingness  of state  governments  to provide capco tax credits would likely be
materially diminished. This could have a material adverse affect on the Company.

BECAUSE OUR METHOD OF  RECOGNITION  OF INCOME DERIVED FROM THE CAPCO TAX CREDITS
CAUSES MOST OR ALL SUCH INCOME TO BE RECEIVED IN THE FIRST FIVE (5) YEARS OF THE
PROGRAMS,  IN THE  ABSENCE OF INCOME  FROM OTHER  SOURCES,  THE  COMPANY AND ITS
CAPCOS COULD SUSTAIN MATERIAL LOSSES IN LATER YEARS.

     In all capco programs, we recognize the majority of our income from the tax
credits in the first  five years of the  ten-year  programs.  In the  absence of
income from other  sources,  we and our capcos  would  likely  sustain  material
losses. Although we will not be recognizing tax credit income in the second half
of the ten-year program,  we will continue to incur costs for the administration
of the capcos.

BECAUSE OUR BUSINESS  STRATEGY  REQUIRES  PARTNER  COMPANIES  TO SHARE  RELEVANT
INFORMATION WHICH MAY BE CONFIDENTIAL, WE AND COMPETING PARTNER COMPANIES MAY BE
UNABLE TO BENEFIT  FROM THE SHARING OF RELEVANT  INFORMATION,  AND OUR  BUSINESS
STRATEGY MAY BE NEGATIVELY AFFECTED.

     Our  business  strategy  depends in part on our  ability to share  relevant
information  within our  network of  partner  companies,  while at the same time
maintaining appropriate confidentiality.  There could arise a situation where we
compete  with some of our partner  companies  or some of our  partner  companies
compete with each other. If competition develops among our partner companies, we
and our partners may be unable to benefit fully from the sharing of information.
If we cannot convince partner companies of the value of this business model, our
ability to attract new companies may be adversely affected,  and our strategy of
building a collaborative network may not succeed.

BECAUSE WE DEPEND ON OUR ABILITY AND THE  ABILITY OF OUR  PARTNER  COMPANIES  TO
ATTRACT AND RETAIN KEY  PERSONNEL,  ANY LOSS OF, OR INABILITY  TO ATTRACT  THESE
PERSONNEL COULD ADVERSELY AFFECT US.

     Our success depends upon the continued service of each member of our senior
management  and upon our ability and the  ability of our  partner  companies  to
attract and retain qualified  personnel.  Competition for qualified employees is
intense.  If we or our partner  companies  lose the services of key personnel or
officers, or are unable to attract additional qualified personnel, the business,
financial  condition,  results of operations and cash flows of us or one or more
of our partner companies,  could be materially adversely affected. It can take a
significant  period of time to identify and hire personnel with the  combination
of  skills  and  attributes  required  in  carrying  out our  strategy.  We have
employment

                                      -4-


agreements  only  with  Messrs.  Sloane,  Wasserman  and  Rubin,  and  we do not
currently maintain key-man life insurance policies on any of these individuals.

BECAUSE  EXPENSES  ARE  EXPECTED TO INCREASE AS WE BUILD AN  INFRASTRUCTURE  AND
IMPLEMENT OUR BUSINESS STRATEGY, WE MAY INCUR ADDITIONAL LOSSES IN THE FUTURE.

     Because our expenses are expected to increase as we build an infrastructure
and implement our business strategy, we will likely incur significant additional
losses in the near future. We expect the additional expenses to result primarily
from our plans to:

o    expand existing systems;
o    broaden partner company support capabilities;
o    continue to explore acquisition opportunities and alliances; and
o    facilitate business arrangements among partner companies.

IF WE ARE DEEMED TO BE AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
1940, WE WILL NOT BE ABLE TO EXECUTE SUCCESSFULLY OUR BUSINESS STRATEGY.

     There is a risk that the  Securities  and  Exchange  Commission  or a court
might  conclude that we fall within the  definition of investment  company,  and
unless an exclusion were  available,  we would be required to register under the
Investment Company Act of 1940. Compliance with the Investment Company Act, as a
registered  investment  company,  would  cause  us to  alter  significantly  our
business  strategy,  impair our ability to operate as planned and seriously harm
our business.  If we fail to comply with the  requirements of this Act, we would
be  prohibited  from  engaging in business or selling  securities,  and could be
subject to civil and criminal  actions for doing so. In addition,  our contracts
would be voidable  and a court could  appoint a receiver to take  control of and
liquidate our business.  However,  registration under the Investment Company Act
would make us subject to the significant  operations which are inconsistent with
our strategy of  participating  in the  management  and  development  of partner
companies.

     The SEC has adopted Rule 3a-1 that provides an exclusion from  registration
as an investment company if a company meets both an asset and an income test and
is not otherwise  primarily engaged in an investment  company business by, among
other things,  holding itself out to the public as such or by taking controlling
interests in companies with a view to realizing profits through subsequent sales
of these interests. A company satisfies the asset test of Rule 3a-1 if it has no
more  than 45% of the  value of its  total  assets  (adjusted  to  exclude  U.S.
Government  securities and cash) in the form of securities  other than interests
in  majority-owned  subsidiaries  and companies  which it primarily and actively
controls.  A company satisfies the income test of Rule 3a-1 if it has derived no
more than 45% of its net income for its last four fiscal quarters  combined from
securities other than interests in majority owned subsidiaries and primarily and
actively controlled companies.

IF TO AVOID REGISTRATION UNDER THE INVESTMENT COMPANY ACT WE ARE FORCED TO SELL,
BUY OR RETAIN  CERTAIN  ASSETS THAT WE WOULD NOT OTHERWISE  SELL, BUY OR RETAIN,
THE  SUCCESSFUL  EXECUTION OF OUR BUSINESS  STRATEGY MAY BE DELAYED OR PREVENTED
AND THE STRENGTH OF OUR COLLABORATIVE NETWORK COULD BE ADVERSELY AFFECTED.

     To avoid registration under the Investment Company Act, we may need to sell
assets which we would  otherwise want to retain and may be unable to sell assets
which we would otherwise want to sell. If we were forced to sell assets,  we may
not  receive  maximum  value for our  interest.  If we were  forced  to  acquire
additional,  or to retain existing,  income-generating or loss-generating assets
which we would not otherwise  have  acquired or retained,  we may need to forego
opportunities  to acquire  interests in attractive  companies that would benefit
our business. If we were forced to sell, buy or retain assets in this manner, we
may be prevented from  successfully  executing our current business strategy and
the strength of our collaborative network could be adversely affected.

     Our ability to sell  partner  company  interests  to generate  income or to
avoid  regulation  under the  Investment  Company Act may be limited  especially
where  there  is  no  public  market  for a  partner

                                      -5-


company's stock.  Market,  regulatory,  contractual and other conditions largely
beyond our control will affect:

o        our ability to sell our interests in partner companies;
o        the timing of these sales; and
o        the amount of proceeds from these sales.

     If we divest all or part of our interest in a partner  company,  we may not
receive  maximum value for that interest,  and we may sell the interest for less
than the amount we paid to acquire it or at less than its maximum value. Even if
a  partner  company  has  publicly-traded  stock,  we may be  unable to sell our
interest in that company at then-quoted  market prices.  In addition,  we may be
required to buy assets in order to avoid  excessive  income from  non-controlled
businesses,  or we may be  required  to  ensure  that we  retain a more than 25%
ownership interest in a partner company after an equity offering.

RISKS RELATING TO OUR PARTNER COMPANIES
---------------------------------------

BECAUSE WE ACQUIRE INTERESTS IN PRIVATE,  NON-REPORTING EARLY STAGE AND START-UP
COMPANIES, STOCKHOLDERS WILL HAVE LIMITED OR NO INFORMATION ABOUT THE OPERATIONS
AND FINANCIAL RESULTS OF THESE COMPANIES.

     Separate  financial  statements  or additional  disclosure  relating to the
partner  companies  will  be  provided  by us  only to the  extent  required  by
applicable  accounting  requirements  and  may  not be  otherwise  available  to
stockholders.  Stockholders  may have  difficulty  evaluating the results of our
individual  partner  companies.  If our strategy  does not result in  successful
business  ventures,  the value of our assets  and the price of our common  stock
would likely  decline.  This risk is increased due to our plan to concentrate on
the acquisition of early-stage, technology-oriented companies.

IF THE  COMPANY  AND ITS PARTNER  COMPANIES  ARE UNABLE TO OBTAIN THE  RESOURCES
REQUIRED BY THE PARTNER COMPANIES FOR THEIR GROWTH AND DEVELOPMENT,  THE PARTNER
COMPANIES WILL BE HIGHLY SUSCEPTIBLE TO FAILURE, WHICH WOULD DIRECTLY AFFECT OUR
PROFITABILITY AND VALUE.

     If the Company and its partner companies are unable to obtain the resources
the partner  companies  require for their  growth and  development,  the partner
companies will be highly susceptible to failure, which would directly affect our
profitability and value.  Early-stage businesses often fail due to their limited
material and human  resources.  The success of our  business  model is dependent
upon the ability of the partner  companies,  with assistance from us, to arrange
for the  managerial,  capital and other  resources which they usually require in
order to become and remain profitable.

OUR  PARTNER   COMPANIES  MAY  FAIL  IF  THEIR   COMPETITORS   PROVIDE  SUPERIOR
INTERNET-RELATED OFFERINGS OR CONTINUE TO HAVE GREATER RESOURCES.

     Competition for Internet products and services is intense,  and is expected
to continue to intensify.  Barriers to entry are minimal,  and  competitors  can
offer  products and services at a relatively  low cost.  Our partner  companies'
competitors may develop  Internet  products or services that are superior to, or
have  greater  market  acceptance  than,  the  solutions  offered by our partner
companies.  If our partner companies are unable to compete  successfully against
their competitors, they will likely fail.

     Many of our partner  companies'  competitors have greater brand recognition
and greater financial, marketing and other resources than its partner companies.
As a result,  our partner  companies may be at a  disadvantage  in responding to
competitors' initiatives.

     WE MAY REQUIRE ADDITIONAL CAPITAL BEYOND THE CAPCO PROGRAMS,  WHICH MAY NOT
BE AVAILABLE ON SATISFACTORY TERMS, OR AT ALL.

     To the extent permissible under applicable state laws, we intend to utilize
the capco programs to fund the growth and  operations of our partner  companies.
If these  funds are not  available  or are  available

                                      -6-


but not sufficient, the Company or its partner companies will have to access the
private or public  capital  markets  from which  they,  as new and  unprofitable
Internet and high technology  companies,  may be excluded. In recent months, the
capital  markets for  Internet  and high  technology  companies  generally  have
weakened  and may remain so for an extended  period of time.  If access to these
markets is not available or is available but on unacceptable  terms, the Company
and its  partner  companies  may  lack  the  funds  necessary  to  expand  their
operations,  become profitable or execute their business strategy. The inability
to raise  funds in the capital  markets may result in a material  loss to us and
our partner companies.

TO THE EXTENT THAT OUR PARTNER  COMPANIES  GROW RAPIDLY,  AND AS WE ACQUIRE MORE
AND LARGER INTERESTS IN PARTNER  COMPANIES,  THE RESOURCES WE ALLOCATE TO ASSIST
OUR PARTNER COMPANIES MAY BECOME STRAINED.

     We have made a number of strategic acquisitions,  and we intend to continue
to make  acquisitions in furtherance of our business plan. We may not,  however,
be able to identify or complete  acquisitions that we believe will achieve these
goals at prices that we deem acceptable. Additionally, each acquisition involves
a number of risks. These risks include:

     -    the diversion of our  management's  attention to the  assimilation and
          ongoing  assistance  with the operations and personnel of the acquired
          business,   which  could  strain  the  management  resources  we  have
          available;

     -    the potential for our partner  companies to grow rapidly and adversely
          effect our ability to assist our partner companies as intended;

     -    possible adverse effects on our results of operations; and

     -    possible  inability  by us to achieve the  intended  objective  of the
          acquisition.

     Any strain on our ability to assist our partner companies as intended or to
successfully  acquire and  integrate  businesses  under our business  plan would
likely have a negative impact on our operations.

RISKS RELATING TO THE INTERNET INDUSTRY
---------------------------------------

CONCERNS  REGARDING  SECURITY  OF  TRANSACTIONS  AND  TRANSMITTING  CONFIDENTIAL
INFORMATION  OVER THE INTERNET  MAY RESULT IN A LOSS OF BUSINESS  AND  POTENTIAL
LEGAL EXPENSES.

     We believe that concerns regarding the security of confidential information
transmitted over the Internet prevent many potential  customers from engaging in
online transactions. If our partner companies that depend on online transactions
do not add sufficient security features to their future product releases,  their
products  may not gain  market  acceptance  or  there  may be  additional  legal
exposure to them.

     The  infrastructure  of each partner  company is potentially  vulnerable to
physical  or  electronic  break-ins,  viruses or similar  problems.  If a person
circumvents the security  measures imposed by any one of our partner  companies,
he or she could misappropriate  proprietary information or cause interruption in
operations of the partner  company.  Security  breaches that result in access to
confidential  information  could damage the reputation of any one of our partner
companies  and  expose  the  partner  company  affected  to a risk  of  loss  or
liability.  Some of our partner  companies  may be required to make  significant
investments  and  efforts  to  protect  against  or  remedy  security  breaches.
Additionally,  as e-commerce  becomes more  widespread,  our partner  companies'
customers will become more concerned  about security.  If our partner  companies
are  unable to address  these  concerns  adequately,  they may be unable to sell
their goods and services.

RAPID  TECHNOLOGICAL  CHANGES MAY PREVENT OUR PARTNER  COMPANIES  FROM REMAINING
CURRENT WITH THEIR TECHNICAL  RESOURCES AND MAINTAINING  COMPETITIVE PRODUCT AND
SERVICE OFFERINGS.

                                      -7-


     The markets in which our partner  companies  operate are  characterized  by
rapid technological  change,  frequent new product and service introductions and
evolving  industry  standards.  Significant  technological  changes could render
their existing Web site technology or other products and services obsolete.  The
e-commerce market's growth and intense competition  exacerbate these conditions.
If  our  partner   companies  are  unable  to  respond   successfully  to  these
developments or do not respond in a cost-effective way, our business,  financial
condition and operating  results will be adversely  affected.  To be successful,
our  partner   companies  must  adapt  to  their  rapidly  changing  markets  by
continually  improving  the  responsiveness,  services  and  features  of  their
products and services and by developing  new features to meet the needs of their
customers.  Our success will depend, in part, on our partner  companies' ability
to  license  leading  technologies  useful in their  businesses,  enhance  their
existing  products and services and develop new  offerings and  technology  that
address the needs of their  customers.  Our partner  companies will also need to
respond  to  technological   advances  and  emerging  industry  standards  in  a
cost-effective and timely manner.

THE SUCCESS OF SOME OF OUR PARTNER  COMPANIES  DEPENDS ON THE DEVELOPMENT OF THE
INTERNET, WHICH IS UNCERTAIN.

     If widespread  commercial  use of the Internet does not develop,  or if the
Internet  does not develop as an  effective  medium for  providing  products and
services, some of our partner companies may not succeed.

     Our long-term  success with certain partner companies depends on widespread
market acceptance of the Internet.  A number of factors could prevent acceptance
of the Internet, including:

o    the  unwillingness  of  businesses to shift from  traditional  processes to
     e-commerce processes;
o    the necessary network  infrastructure and  telecommunications  services for
     substantial growth in usage of e-commerce may not develop adequately;
o    increased  government  regulation or taxation of  e-commerce  may adversely
     affect its viability; and
o    the security of e-commerce transactions.

GOVERNMENT  REGULATIONS AND LEGAL  UNCERTAINTIES  MAY PLACE FINANCIAL BURDENS ON
OUR BUSINESS AND THE BUSINESSES OF OUR PARTNER COMPANIES.

     There  are  currently  few laws or  regulations  directed  specifically  at
e-commerce.  However,  because of the Internet's  popularity and increasing use,
new laws and  regulations  may be adopted.  These laws and regulations may cover
issues such as the collection and use of data from Web site visitors and related
privacy issues, pricing, content, copyrights, online gambling,  distribution and
quality  of  goods  and  services.  The  enactment  of any  additional  laws  or
regulations  may impede the growth of the Internet and  e-commerce,  which could
decrease the revenue of our partner  companies  and place  additional  financial
burdens on our business and the businesses of partner companies.

                                      -8-


PLAN OF DISTRIBUTION

     We  are   registering   all  370,750   shares  on  behalf  of  the  selling
stockholders.  The selling  stockholders  named in the table below or  pledgees,
donees, transferees or other successors-in-interest selling shares received from
a  named  selling  stockholder  as a gift,  partnership  distribution  or  other
non-sale-related  transfer after the date of this Prospectus may sell the shares
from time to time. The selling  stockholders may also decide not to sell all the
shares they are allowed to sell under this Prospectus.  The selling stockholders
will act  independently  of us in making  decisions  with respect to the timing,
manner and size of each sale.  The sales may be made on one or more exchanges or
in the  over-the-counter  market  or  otherwise,  at  prices  and at terms  then
prevailing  or at  prices  related  to the  then  current  market  price,  or in
negotiated  transactions.  The selling stockholders may effect such transactions
by selling the shares to or through broker-dealers. Our common stock may be sold
by the  selling  stockholders  in one or  more  of,  or a  combination  of,  the
following transactions:

     - a block trade in which the  broker-dealer so engaged will attempt to sell
our common  stock as agent but may position and resell a portion of the block as
principal to facilitate the transaction,

     -  purchases  by  a   broker-dealer   as  principal   and  resale  by  such
broker-dealer for its account pursuant to this Prospectus,

     - an exchange distribution in accordance with the rules of such exchange,

     - ordinary  brokerage  transactions  and  transactions  in which the broker
solicits purchasers, and

     - in privately negotiated transactions.

     To the extent required, this Prospectus may be amended or supplemented from
time to time to describe a specific plan of  distribution.  In effecting  sales,
broker-dealers  engaged  by the  selling  stockholders  may  arrange  for  other
broker-dealers to participate in the resales.

     The  selling   stockholders  may  enter  into  hedging   transactions  with
broker-dealers  in  connection  with   distributions  of  our  common  stock  or
otherwise. In such transactions, broker-dealers may engage in short sales of the
shares  in the  course  of  hedging  the  positions  they  assume  with  selling
stockholders.  The selling stockholders also may sell shares short and redeliver
our common stock to close out such short positions. The selling stockholders may
enter into option or other  transactions with  broker-dealers  which require the
delivery to the  broker-dealer of our common stock. The  broker-dealer  may then
resell or  otherwise  transfer  such  shares  pursuant to this  Prospectus.  The
selling stockholders also may loan or pledge the shares to a broker-dealer.  The
broker-dealer  may sell  our  common  stock so  loaned,  or upon a  default  the
broker-dealer may sell the pledged shares pursuant to this Prospectus.

     Broker-dealers   or  agents  may  receive   compensation  in  the  form  of
commissions,   discounts   or   concessions   from  the  selling   stockholders.
Broker-dealers  or agents may also receive  compensation  from the purchasers of
our common stock for whom they act as agents or to whom they sell as principals,
or both.  Compensation  as to a particular  broker-dealer  might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
our  common  stock.   Broker-dealers  or  agents  and  any  other  participating
broker-dealers  or the selling  stockholders may be deemed to be  "underwriters"
within the meaning of Section 2(11) of the  Securities Act of 1933 in connection
with  sales  of the  shares.  Accordingly,  any  such  commission,  discount  or
concession  received  by them and any profit on the  resale of our common  stock
purchased  by them may be deemed to be  underwriting  discounts  or  commissions
under the Securities Act of 1933. Because selling  stockholders may be deemed to
be  "underwriters"  within the meaning of Section 2(11) of the Securities Act of
1933,  the  selling  stockholders  will be  subject to the  prospectus  delivery
requirements of the Securities Act of 1933. In addition,  any securities covered
by this Prospectus which qualify for sale pursuant to Rule 144 promulgated under
the  Securities  Act of 1933 may be sold under Rule 144 rather than  pursuant to
this  Prospectus.  The selling  stockholders  have advised us that they have not
entered  into  any  agreements,   understandings   or   arrangements   with  any
underwriters or

                                      -9-


broker-dealers  regarding the sale of their securities.  There is no underwriter
or coordinating  broker acting in connection with the proposed sale of shares by
selling stockholders.

     Our common stock will be sold only through  registered or licensed  brokers
or dealers if required under applicable  state securities laws. In addition,  in
certain states our common stock may not be sold unless they have been registered
or  qualified  for  sale  in the  applicable  state  or an  exemption  from  the
registration or qualification requirement is available and is complied with.

     Under applicable rules and regulations under the Securities Exchange Act of
1934,  any  person  engaged  in the  distribution  of our  common  stock may not
simultaneously  engage in market  making  activities  with respect to our common
stock  for a period  of two  business  days  prior to the  commencement  of such
distribution.   In  addition,  each  selling  stockholder  will  be  subject  to
applicable  provisions of the Securities Exchange Act of 1934 and the associated
rules and  regulations  under the  Securities  Exchange  Act of 1934,  including
Regulation  M, which  provisions  may limit the timing of purchases and sales of
shares of our common stock by the selling  stockholders.  We will make copies of
this Prospectus  available to the selling stockholders and have informed them of
the need for delivery of copies of this  Prospectus to purchasers at or prior to
the time of any sale of our common stock.

     We will file a supplement to this Prospectus, if required, pursuant to Rule
424(b)  under  the  Securities  Act of 1933  upon  being  notified  by a selling
stockholder  that  any  material  arrangement  has  been  entered  into  with  a
broker-dealer  for the sale of shares through a block trade,  special  offering,
exchange  distribution  or secondary  distribution  or a purchase by a broker or
dealer. Such supplement will disclose:

     - the  name of  each  such  selling  stockholder  and of the  participating
broker-dealer(s),

     - the number of shares involved,

     - the price at which such shares were sold,

     - the  commissions  paid  or  discounts  or  concessions  allowed  to  such
broker-dealer(s), where applicable,

     - that such  broker-dealer(s)  did not conduct any  investigation to verify
the information set out or incorporated by reference in this Prospectus, and

     - other facts material to the transaction.

     We  will  bear  all  costs,  expenses  and  fees  in  connection  with  the
registration  of our  common  stock.  The  selling  stockholders  will  bear all
commissions and discounts,  if any, attributable to the sales of the shares. The
selling  stockholders  may agree to indemnify  any  broker-dealer  or agent that
participates  in  transactions  involving  sales of the shares  against  certain
liabilities, including liabilities arising under the Securities Act of 1933.

SELLING STOCKHOLDERS

     The   following   table  sets  forth  the  name  of  each  of  the  selling
stockholders,  the number of shares owned by each of the selling stockholders as
of March 28, 2001,  and the number of shares of our common stock  expected to be
owned by each of the selling stockholders after this offering is completed.  The
number of shares in the column "Number of Shares Being  Offered"  represents all
of the shares that each selling stockholder may offer under this Prospectus.  We
do not know how long the selling  stockholders  may offer under this Prospectus.
We do not know how long the  selling  stockholders  will hold the shares  before
selling  them,   and  we  currently   have  no   agreements,   arrangements   or
understandings with any of the selling stockholders regarding the sale of any of
the shares. The shares being offered by this Prospectus may be offered from time
to time by the selling stockholders named below.

                                      -10-



                                  SHARES BENEFICIALLY OWNED                                    SHARES BENEFICIALLY
                                      PRIOR TO OFFERING                                        OWNED AFTER OFFERING
           NAME OF             --------------------------------     NUMBER OF SHARES     --------------------------------
         STOCKHOLDER               NUMBER              PERCENT       BEING OFFERED             NUMBER         PERCENT
-------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Ralph David Ells Revocable          4,750                 *                3,750                1,000             *
Trust dated 12/13/00
F & M Trust Services DTC           70,000                 *               34,000               36,000             *
Account # 2669
Jeffrey V. Williams                 5,000                 *                5,000                   --            --
Lawrence A. Cianciola               4,000                 *                4,000                   --            --
James A. Froemming                  2,500                 *                2,500                   --            --
Mark Fenlon                         6,500                 *                1,000                5,500             *
R. William Breece Revocable         2,500                 *                2,500                   --            --
Living Trust of 3/6/96
F. Anderson Stone                   2,000                 *                2,000                   --            --
Steven R. Kahnmuench SEP IRA        5,000                 *                5,000                   --            --
David T. Martin                    12,500                 *               12,500                   --            --
Ronald F. Krantz                   20,000                 *               20,000                   --            --
Richard Tock                       10,000                 *               10,000                   --            --
Cutler Mill Partners, LLC         125,000                 *              125,000                   --
D. Rick Hayes IRA Rollover          7,500                 *                7,500                   --
Martin L. Keating                  10,000                 *               10,000                   --            --
Stifel, Nicholaus & Company        25,000                 *               25,000                   --            --
Pamela F. O'Connor                 40,000                 *               40,000                   --            --
Robin Arkin                        40,000                 *               40,000                   --            --
C. Rodney O'Connor                 20,000                 *               20,000                   --            --
Karen Martin                        1,000                 *                1,000                   --            --
*   Less than 1 percent.


                                 USE OF PROCEEDS

     Newtek Capital,  Inc. will not receive any of the proceeds from the sale of
the shares by the selling stockholders.

                                      -11-


BUSINESS

OVERVIEW AND BUSINESS STRATEGY

     The Company's business originated in 1998 in the organization and operation
of what are now seven certified capital companies, or "capcos".  Since 1998, the
business  of Newtek has focused on the  deployment  of these capco funds and the
receipt of related tax credit income  described  below. In this process,  Newtek
has determined that the capcos provide a base for the  structuring,  development
and    acquisition   of   further    businesses,    particularly    early-stage,
technology-oriented   companies  focused  on  Internet  related   commerce,   or
"e-commerce."  Since the last  quarter of 1999,  the Company has been working to
expand  its  business  development  activities,  and its goal is to be a premier
business  partner  for its  acquired or  affiliated  companies  by helping  them
implement  their  business  strategies  in a  manner  consistent  with  Newtek's
objectives.  Through the capco programs and otherwise,  the Company is operating
as a holding company for a network of partner  companies in a collaborative  and
coordinated effort to develop  successful  businesses in a number of existing as
well as emerging, technological business lines.

     The  management  of the  Company  believes  that there will be  substantial
long-term  growth in  business-to-business  e-commerce that creates  significant
market opportunities for well positioned, managed and funded emerging companies.
Many  new  companies,  including  spin-offs  from  traditional  businesses,  are
currently  being  formed and funded to develop  technologies  and  solutions  to
support the new  business-to-business  e-commerce  market.  Business-to-business
solutions are being rapidly  adopted to facilitate  the  continuous  exchange of
information among business partners,  to large customer audiences,  and to allow
businesses  to interact  more  efficiently  with  suppliers,  distributors,  and
service providers.  The Company,  through its network of partner  companies,  is
participating in this industry.

     In addition,  the Company seeks to identify business  opportunities in less
technologically-oriented  areas with  strong  fundamentals  in  products  and or
markets.  Particularly,   those  as  to  which  the  application  of  e-commerce
technology,  or the other business  development services which could be provided
by the Company, would provide a material improvement in results.

     To  date,  the  majority  of  Newtek's   acquisitions  and  other  business
development  efforts  have been  undertaken  through the capcos that the Company
controls.  As of December 31, 2000,  Newtek had  provided  business  development
services,  including in some cases funding, for 13 companies,  of which nine are
majority owned or primarily  controlled and represent  $12,613,734 or 80% of its
investments other than Government securities.

CERTIFIED CAPITAL COMPANIES

     OVERVIEW. A capco is a "certified capital company," either a corporation or
a limited  liability  company,  established  in and chartered by one of the five
states currently with authorizing legislation (Florida, Louisiana, Missouri, New
York and Wisconsin).  A capco will issue debt and equity instruments exclusively
to insurance companies, and the capcos then are authorized, under the respective
state  statutes,  to make targeted  acquisitions of interests in companies which
may  be  majority  owned  or  primarily  controlled  by  the  capcos  after  the
acquisition is consummated.

     THE ROLE OF CAPCOS IN THE COMPANY'S  BUSINESS  STRATEGY.  Management of the
Company has determined  that the features of the capco  programs  facilitate the
use of the capco funds in the support of its  development as the holding company
for a network of collaborative  businesses focused on technology and e-commerce.
For  example,  the  business  plan for a capco in the  State of  Louisiana  must
contain a mission statement described as follows.

          "The mission  statement  shall state that the [capco's]  purpose is to
     encourage  and  assist  in the  creation,  development,  and  expansion  of
     Louisiana   businesses  and  to  provide  maximum   opportunities  for  the
     employment  of  Louisiana  residents,  by  making  equity  investments,  or

                                      -12-


     financing  assistance  as  a  licensed  [capco],   available  to  Qualified
     Louisiana Businesses as stated under [applicable statutes]."

     The  authorizing  statutes  in each of the  states  in  which  the  Company
operates  explicitly  allow and encourage  the capcos to take equity  interests,
which may include majority or controlling  interests,  in companies  pursuant to
the  programs.  Consequently,  the Company  may,  consistent  with its  business
objectives,  acquire  interests  in  companies  through  its capcos and  provide
management and other services to these  companies as parts of its  collaborative
network.  The  Company  intends the  interests  of each of its capcos to consist
mainly of interests in majority-owned or primarily controlled partner companies,
as it does currently with a substantial majority of its placed funds.

     THE CAPCO PROGRAMS;  TAX CREDITS.  In return for making  investments in the
targeted  companies,  the states provide tax credits which are available for use
by  insurance  companies  that  provide  the funds to the  capcos to reduce  the
insurance companies' state tax liabilities. In order to maintain its status as a
capco,  and to avoid the recapture or forfeiture of the tax credits,  each capco
must meet a number of  specific  investment  requirements,  including  a minimum
investment  schedule. A final loss of capco status, that is decertification as a
capco,  results in loss or possible  recapture of the tax credit. The agreements
entered into by the  Company's  capcos with their  funding  insurance  companies
provide,  in the  event of  decertification,  for  payments  by the capco or, as
described  below, by the capco insurer to the insurance  companies in the nature
of compensatory payments to replace the lost tax credit.

     Investment Requirements. Each of the state capco programs has a requirement
that a capco,  in order to maintain  its  certified  status,  must meet  certain
investment  benchmarks.  For example, in New York the capco must invest at least
25% of its "certified  capital" (the amount of the original funding of the capco
by the insurance  companies) by 24 months from the initial  investment date, and
40% by 36 months and 50% by 48 months.  The  various  states,  which  administer
these programs through their insurance, banking or commerce departments, conduct
periodic reviews and on site  examinations of the capcos in order to verify that
the capcos have met applicable investment  requirements and are otherwise acting
in conformance with the statutes and rules.  Requirements include limitations on
the initial size of the  recipients of the capco funds,  including the number of
their employees,  the location within the respective state of the recipients and
the recipients' commitment to remain therein for a specified period of time, the
types of business  conducted by the  recipients  (which  generally  exclude real
estate,  financial services,  and professional services such as medical or legal
practices), and the terms of the investments in the recipients. All of the capco
programs  permit  the  capcos  to take  majority  or  controlling  interests  in
companies or joint ventures,  as the Company has done and intends to continue to
do in  appropriate  situations  consistent  with its  strategy  to  invest in or
acquire companies which add to its collaborative network. capcos are required to
maintain  detailed  records so as to demonstrate to state  examiners  compliance
with all applicable requirements.

     Capco Insurance.  Under the terms of the insurance  purchased by the capcos
for the benefit of their insurance company investors,  the capco insurer assumes
the  obligation to repay the insurance  companies the principal  amount of their
debt as  well  as  make  compensatory  payments  in the  event  of a loss of the
availability  of the related tax credits.  The capco insurer,  an  international
insurance company with a AAA credit rating, would be authorized, in the event of
a threat of or final  decertification  by a state, to assume partial or complete
control of the business of the capco so as to ensure  compliance with investment
requirements   or  other   requirements.   This   would   likely   avoid   final
decertification  and the necessity of insurance or interest  payments.  However,
control  by the  insurer  would also  result in  significant  disruption  of the
capco's  business and likely result in significant  financial loss to the capco.
Decertification  would  also  likely  impair  the  Company's  ability  to obtain
certification  for  capcos in  additional  states  as  legislation  makes  other
opportunities available. In order to address this risk of decertification, which
may be  eliminated  entirely in all states in which the Company now  operates by
meeting a 100% of capital investment  threshold,  the Company has structured its
investment  program  as  aggressively  as is  consistent  with  safe  and  sound
operations to meet the investment benchmarks as early as possible. The detail of
these investments is set out in the Notes to the Company's financial statements,
which are included with this proxy statement/prospectus.

                                      -13-


     During  2000,  Newtek  established  three  new  capcos,  Wilshire  New York
Advisors  II, LLC,  Wilshire  Louisiana  Partners  II, LLC and Wilshire New York
Partners III, LLC. These companies  received a total of $56.5 million in funding
from 13 insurance companies during 2000.

     The Company's  Ability to Compete.  The  Company's  capcos have competed in
their offerings with the four or five other capcos sponsored by various national
financial  organizations as well as those locally sponsored  companies in one or
another  state.  The  Company's  management  believes it has been  successful in
raising funds because of:

     o    the  manner  in  which  it has  structured  the  participation  by the
          insurance companies;

     o    the  insurance  which it has been  able to obtain to cover the loss of
          the tax credits and the obligation to repay principal;

     o    the previous business experience of its principals;

     o    the national marketing of its product; and

     o    the  extensive  contacts  which  its  management  has as a  result  of
          previous experience in the financial community.

     The  Company  has  structured  these  securities  as debt  instruments  and
warrants for  participation in the equity of the particular  capco. The warrants
issued by each capco  entitle the holders to between 4% and 20% of the equity of
the particular  capco at a nominal  exercise price.  The warrants have a 10-year
term but are not  exercisable  for 5 years  from  issue  and  presently  are not
exchangeable for any securities other than the particular  capcos.  The warrants
do not provide for any control over the capcos' operations;  any such control by
an insurance company would be in violation of the state capco statutes.

     These  capco  programs  are,  in the view of the  Company's  management,  a
complement  to the Company's  long-term  strategy to develop and hold a majority
position  in  or  control  of  early-stage   companies  principally  focused  on
technology,  particularly the Internet and e-commerce.  A significant  factor in
evaluating  potential  acquisition  opportunities  is a  candidate's  ability to
support and help other partner  company  operations.  All current capco statutes
permit equity as well as debt investments, and seek to have the capco management
provide more than simply  investment  capital to the emerging  businesses in the
state. Based upon the experience of it management,  the Company determined early
in the  operations  of the capcos  that the  targeted  new and small  businesses
required much more than just the funds available in the capcos. These businesses
also require and the Company has provided administrative, managerial, technical,
legal and financial  management help in structuring and building the businesses.
All three of the principal  stockholders of the Company have direct and in-depth
experience with early-stage businesses. This hands-on management approach of the
Company  facilitates the  accomplishment of the general  objectives of the capco
programs of economic development, while at the same time permitting the Company,
through  its  capcos,   to  develop  a  network  of  long-term  and  synergistic
investments in related, partner companies.

PARTNER COMPANIES

     MAJORITY-OWNED OR PRIMARILY CONTROLLED PARTNER COMPANIES.  Newtek refers to
its "partner  companies" as those  companies in which it owns 50% or more of the
outstanding voting securities,  or "majority-owned partner companies," and those
companies in which it owns more than  25%-but  less than 50% of the  outstanding
securities,  and  exercises  more  control  over  the  company  than  any  other
stockholder,  or "primarily  controlled partner companies." The Company provides
its  partner  companies  business  development  services,   funding  and  active
participation  in management.  However,  the Company does not act as an agent or
legal  representative  for any of its partner  companies,  the Company  have the
power or authority to bind them legally,  and does not generally  have the types
of liabilities for its partner

                                      -14-


companies that a general partner of a partnership would have. Currently,  all of
the  investments  in the partner  companies  are  accounted for under the equity
method of accounting. See Note 1 of Notes to Consolidated Financial Statements.

     At  December  31,  2000,  the  Company  had  eight  majority-owned  partner
companies,  all of which  were as a result  of  investments  through  the  capco
programs.  The majority-owned  companies were  BizBrokerNet,  LLC, Merchant Data
Systems Sales & Marketing,  LLC, DTE  Technologies,  LLC, Merchant Data Systems,
Starphire, LLC, NicheDirectories,  LLC, AIDA, LLC, and Direct Creations, LLC and
represent a total  investment as of December 31, 2000 of $10,113,734,  or 65% of
its capco qualified investments. In addition, the Company considers its interest
in CB Real Net, LLC to be a primarily  controlled partner company. The Company's
capco contributed  $2,500,000 to CB Real Net, LLC during the quarter ended March
31, 2000. In addition to these partner  companies,  at December 31, 2000, Newtek
had 14 other capco-qualified investments,  which were not partner companies, and
which  represented  a  total  investment  of  $3,030,781,  or 20%  of its  capco
qualified  investments.  All qualified  capco  investments  at December 31, 2000
totaled $15,644,515.

     For majority-owned partner companies, Newtek will generally actively direct
much of their operating activities. For primarily-controlled  partner companies,
Newtek will generally have  significant  involvement in and influence over their
operating  activities,  including  rights to participate in material  management
decisions.  For those  companies in which Newtek's  equity  ownership and voting
power is less than 25%,  Newtek is  generally  not  actively  involved  in their
management  or  day-to-day  operations,  but offers  them  advisory  services or
assistance with particular  projects,  as well as the collaborative  services of
its network of companies.  In pursuing  business  objectives,  Newtek intends to
hold a  decreasing  portion  of its total  assets in  companies  in which it has
voting power of less than 25%.

                      MARKET PRICE AND DIVIDEND INFORMATION

     The following table sets forth, for the periods indicated, the high and low
closing  sales  prices of the common  stock as  reported on the  American  Stock
Exchange  since the  Company's  listing on the  Exchange.  These prices  reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

                                   Price Range

--------------------------------------------------------------------------------
Period                                      High             Low

Third Quarter: September 20, 2000           $6.38            $6.00
through September 30, 2000
--------------------------------------------------------------------------------
Fourth Quarter: October 1, 2000             $5.75            $2.88
through December 31, 2000
--------------------------------------------------------------------------------
First Quarter: January 1, 2001              $5.75            $2.88
through March 1, 2001
--------------------------------------------------------------------------------

                                  LEGAL MATTERS

     Kutak Rock LLP,  Washington,  D.C., will pass on the validity of our common
stock being registered.

                                     EXPERTS

     The  consolidated   financial  statements  of  Newtek  Capital,   Inc.  and
subsidiaries  as of December 31, 2000 and December 31, 1999, and for each of the
years  then  ended,  have  been  incorporated  by

                                      -15-


reference herein and in the  Registration  Statement in reliance upon the report
of   PricewaterhouseCoopers   LLP,  independent  certified  public  accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.



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     YOU SHOULD RELY ONLY ON THE INFORMATION  CONTAINED IN THIS  PROSPECTUS.  WE
HAVE NOT AUTHORIZED  ANYONE TO PROVIDE YOU WITH INFORMATION  DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL, AND
SEEKING  OFFERS TO BUY  SHARES OF NEWTEK  CAPITAL,  INC.  COMMON  STOCK  ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.  THIS INFORMATION  CONTAINED
IN  THIS  PROSPECTUS  IS  ACCURATE  ONLY  AS OF THE  DATE  OF  THIS  PROSPECTUS,
REGARDLESS  OF THE  TIME OF  DELIVERY  OF  THIS  PROSPECTUS  OR ANY  SALE OF THE
COMPANY'S COMMON STOCK.


                                      -16-