





<PAGE>


________________________________________________________________________________
________________________________________________________________________________

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

    [ ] Preliminary Proxy Statement

    [ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))

    [x] Definitive Proxy Statement

    [ ] Definitive Additional Materials

    [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                       ACTRADE FINANCIAL TECHNOLOGIES LTD
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)

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

Payment of Filing Fee (Check the appropriate box):

    [x] No fee required

    [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

        (1) Title of each class of securities to which transaction applies:

            ____________________________________________________________________

        (2) Aggregate number of securities to which transaction applies:

            ____________________________________________________________________

        (3) Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

            ____________________________________________________________________

       (4) Proposed maximum aggregate value of transaction:

            ____________________________________________________________________

       (5) Total fee paid:

            ____________________________________________________________________

    [ ] Fee paid previously with preliminary materials.

    [ ] Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

        (1) Amount Previously Paid: ___________________

        (2) Form, Schedule or Registration No.: ___________________

        (3) Filing Party: ___________________

        (4) Date Filed: ___________________


________________________________________________________________________________
________________________________________________________________________________


<PAGE>

                                     [LOGO]


                      ACTRADE FINANCIAL TECHNOLOGIES LTD.
          200 COTTONTAIL LANE, VANTAGE COURT SOUTH, SOMERSET, NJ 08873

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                       TO BE HELD FRIDAY, MARCH 23, 2001

To the Shareholders of
ACTRADE FINANCIAL TECHNOLOGIES LTD.:

    The Annual Meeting of the Shareholders of Actrade Financial Technologies
Ltd., a Delaware corporation, will be held at the Company's offices located at
200 Cottontail Lane, Vantage Court South, Somerset, NJ 08873 at 11:00 A.M.,
Eastern Standard Time, on Friday, March 23, 2001, for the following purposes:

        1. to elect six directors by the holders of shares of the Company's
           Common Stock for the terms indicated in the Proxy Statement attached
           hereto.

        2. to transact such other business as may properly come before the
           meeting or any postponement or adjournment thereof.

    The Board of Directors has fixed the close of business on January 26, 2001
as the record date for determination of shareholders entitled to vote at the
Annual Meeting. Only shareholders of record at the close of business on that
date will be entitled to notice of the Annual Meeting and to vote thereat, in
person or by Proxy. Each share of Common Stock is entitled to one vote. The
transfer books of the Company will not be closed. A list of shareholders
entitled to vote at the Annual Meeting will be available to shareholders for any
purpose germane to the Annual Meeting during ordinary business hours, from
January 30, 2001 to March 23, 2001, at the Company's offices located at 200
Cottontail Lane, Vantage Court South, Somerset, NJ 08873. A Proxy Statement and
form of Proxy are enclosed herewith. The Company's Annual Report for the fiscal
year ended June 30, 2000 is also enclosed herewith.

                                          By Order of the Board of Directors,

                                          AMOS AHARONI
                                          ----------------------
                                          AMOS AHARONI
                                          Chairman of the Board of Directors

New York, NY
January 30, 2001

-------------------------------------------------------------------------------
                             YOUR VOTE IS IMPORTANT

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED
PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
-------------------------------------------------------------------------------




<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]





<PAGE>

                                     [Logo]


                      ACTRADE FINANCIAL TECHNOLOGIES LTD.
          200 COTTONTAIL LANE, VANTAGE COURT SOUTH, SOMERSET, NJ 08873
                       (212) 563-1036      (732) 868-3100

                           --------------------------
                                PROXY STATEMENT
                           --------------------------

                                  INTRODUCTION

    The enclosed Proxy is solicited on behalf of the Board of Directors of
Actrade Financial Technologies Ltd., a Delaware corporation (the 'Company'). The
Proxy is solicited for use at the Annual Meeting of Shareholders of the Company
to be held on March 23, 2001, at 11:00 a.m., local time, at 200 Cottontail Lane,
Vantage Court South, Somerset, NJ 08873, or any postponement or adjournment
thereof. The Company's telephone is (732) 868-3100.

                   VOTING RIGHTS AND SOLICITATION OF PROXIES

    Every holder of record of shares of Common Stock, $0.0001 par value (the
'Shares'), of the Company at the close of business on January 26, 2001 (the
'Record Date') is entitled to notice of the Annual Meeting and to vote, in
person or by proxy, one vote for each Share held by such holder. At the Record
Date, the Company had 9,057,520 Common Shares outstanding, all of which were
entitled to vote. There is no cumulative voting under the Company's Articles of
Incorporation. A majority of such Shares will constitute a quorum for the
transaction of business at the Annual Meeting. Approval of each of the proposals
hereinafter described will require an affirmative vote of a majority of the
Shares represented at the Meeting. The approximate date on which this Proxy
Statement, accompanying Notice of Meeting and Proxy and the Company's Annual
Report for the fiscal year ended June 30, 2000 (the 'Annual Report'), are first
being mailed to shareholders is February 16, 2001.

    Any shareholder giving a proxy in the form accompanying this Proxy Statement
has the power to revoke the proxy prior to its exercise. A proxy can be revoked
by an instrument of revocation delivered at or prior to the Annual Meeting to
the Secretary of the Company, by a duly executed proxy bearing a date or time
later than the date or time of the proxy being revoked, or at the Annual Meeting
if the shareholder is present and elects to vote in person. Mere attendance at
the Annual Meeting will not serve to revoke a proxy. Abstentions and Shares held
of record by a broker or its nominee ('Broker Shares') that are voted on any
matter are included in determining whether a quorum is present.

    All proxies received and not revoked will be voted as directed. If no
directions are specified, such proxies will be voted FOR the election of the
Board nominees as specified in Proposal 1.

    In all cases, Shares with respect to which authority is withheld,
abstentions and Broker Shares that are not voted will not be included in
determining the number of votes cast. For information on voting securities of
the Company beneficially owned by management, see 'Security Ownership of Certain
Beneficial Owners and Management' below.





<PAGE>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table set forth certain information about the Company's
management and all persons known to own beneficially more than 5% of any class
of voting securities as of the Record Date.

<TABLE>
<CAPTION>
                                                                    NUMBER           PERCENT
               NAME AND ADDRESS                  TITLE OF CLASS  OF SHARES(1)      OF CLASS(1)
               ----------------                  --------------  ------------      -----------
<S>                                              <C>             <C>             <C>
NTS Corp.(2) ..................................  Common Shares     2,345,549          25.9%
  P.O. Box 1301
  Nevis Street, St. John
  Antigua, West Indies
Mr. Amos Aharoni(2)(3) ........................  Common Shares     2,350,549          26.0%
  2373 Broadway
  New York, NY 10024
Mr. Alexander C. Stonkus(4) ...................  Common Shares        10,000     less than 0.2%
  27 Crestview Drive
  Kendall Park, NJ 08824
Mr. Joseph D'Alessandris(5) ...................  Common Shares         2,000     less than 0.1%
  1422 Janet Place
  Wall, NJ 07719
Ms. Elizabeth Melnik(6) .......................  Common Shares        20,000     less than 0.3%
  53 Cedar Street
  Kings Park, NY 11754
Mr. John Woerner(7) ...........................  Common Shares         9,150          0.1%
  435 Whitewood Road
  Englewood, NJ 07631
Mr. Harry Friedman(8) .........................  Common Shares         2,500     less than 0.1%
  52 Ravine Drive
  Matawan, NJ 07747
Mr. Robert Furstner(9) ........................  Common Shares        13,000     less than 0.2%
  843 Winyah Avenue
  Westfield, NJ 07090
Mr. Ronald Eubel(10) ..........................  Common Shares       634,244          7.0%
  c/o Eubel Brady & Suttman
  Asset Management, Inc.
  7777 Washington Village Dr.
  Dayton, Ohio 45459
Mr. Mark E. Brady(10) .........................  Common Shares       634,244          7.0%
  c/o Eubel Brady & Suttman
  Asset Management, Inc.
  7777 Washington Village Dr.
  Dayton, Ohio 45459
Mr. Robert J. Suttman(10)(11) .................  Common Shares       646,244          7.1%
  c/o Eubel Brady & Suttman
  Asset Management, Inc.
  7777 Washington Village Dr.
  Dayton, Ohio 45459
Mr. William Hazel(10)(11) .....................  Common Shares       552,744          6.1%
  c/o Eubel Brady & Suttman
  Asset Management, Inc.
  7777 Washington Village Dr.
  Dayton, Ohio 45459
Mr. Bernie Holtgreive(10)(11) .................  Common Shares       551,859          6.1%
  c/o Eubel Brady & Suttman
  Asset Management, Inc.
  7777 Washington Village Dr.
  Dayton, Ohio 45459
</TABLE>

                                                  (table continued on next page)

                                       2





<PAGE>


(table continued from previous page)

<TABLE>
<CAPTION>
                                                                    NUMBER           PERCENT
               NAME AND ADDRESS                  TITLE OF CLASS  OF SHARES(1)      OF CLASS(1)
               ----------------                  --------------  ------------      -----------
<S>                                              <C>             <C>             <C>
Eubel Brady & Suttman(10)(11) .................  Common Shares       551,744          6.1%
  Asset Management, Inc.
  7777 Washington Village Dr.
  Dayton, Ohio 45459
Richland SA ...................................  Common Stock        469,000          5.2%
  72 Weizzman Street
  Tel Aviv 62308
  Israel
</TABLE>

---------

 (1) Percentage figures are based upon 9,057,520 Common Shares issued and
     outstanding as of the Record Date. However, such figure does not consider
     any issued and outstanding Warrants that have not yet been exercised.

 (2) Mr. Amos Aharoni controls the business of and is the sole officer and
     director of NTS Corporation, which is the Company's principal shareholder
     and is owned by the Aharoni Family Trust. By reason of his position with
     NTS Corp., Mr. Aharoni may be deemed to have a beneficial interest in the
     Shares owned by NTS Corporation. Apart from the shares owned by NTS
     Corporation Mr. Aharoni may be deemed the beneficial owner of 5,000 shares
     owned by members of his immediate family.

 (3) Mr. Aharoni has been issued by the Board of Directors various Warrants over
     the past several years some of which have been exercised and some of which
     remain outstanding. Of the Warrants issued to Mr. Aharoni, there remain
     outstanding Warrants representing, in the aggregate, the right to purchase
     up to an additional 285,630 Shares at varying prices from $5.00 up to
     $13.625 per Share. In addition, as of the date of this Proxy Statement, the
     Company had issued Warrants to High Sunset Corp. representing, in the
     aggregate, the right to purchase up to an additional 1,601,535 Shares at
     varying prices from $11.37 up to $15.25 per Share. The Warrants issued to
     Mr. Aharoni and to High Sunset Corp. have been granted by the Board of
     Directors as additional bonus compensation in connection with the services
     of Mr. Aharoni pursuant to Agreements between the Company and Mr. Aharoni
     and High Sunset Corp. Included therein are Warrants granted to Mr. Aharoni
     for his services as a Director of the Company. None of the Shares
     underlying such Warrants have been considered herein.

 (4) Mr. Alexander C. Stonkus owns 3,500 Shares directly and may be deemed to be
     the beneficial owner of the additional 6,500 Shares that are held in the
     name of a Custodian for his Individual Retirement Account. In addition, Mr.
     Stonkus has been issued Warrants by the Board of Directors representing, in
     the aggregate, the right to purchase up to 421,595 Shares, at various
     prices from $10.00 up to $14.875 per Share, pursuant to the terms of his
     employment agreement and including a special bonus approved by the Board of
     Directors in October 1999 in recognition of the outstanding performance of
     Actrade Capital Inc. Also included therein are Warrants granted to Mr.
     Stonkus for his services as a Director of the Company. Of these Warrants,
     ownership of 100,000 Warrants will not vest in Mr. Stonkus until June 30,
     2001.

 (5) Mr. D'Alessandris is employed as the Company's Chief Financial Officer. Mr.
     D'Alessandris owns 2,000 Shares. In addition, pursuant to his employment
     agreement Mr. D'Alessandris was granted 50,000 Warrants, each representing
     the right to purchase one Share at exercise prices ranging from $13.625 to
     $15.25. Of these Warrants however, 22,500 have not fully vested in Mr.
     D'Alessandris. Ownership of these Warrants will be fully vested on
     October 9, 2001.

 (6) These Shares are owned jointly by Ms. Melnik and her husband. At various
     times during her employment by the Company, Ms. Melnik has been issued
     Warrants by the Board of Directors in recognition of her service to the
     Company. Of the Warrants issued, at the date of this Proxy Statement there
     remain outstanding Warrants representing, in the aggregate, the right to
     purchase
                                              (footnotes continued on next page)

                                       3





<PAGE>


(footnotes continued from previous page)

     up to 22,083 Shares at prices from $3.00 up to $14.875 per Share. Included
     therein are Warrants granted to Ms. Melnik for her services as a Director
     of the Company.

 (7) Mr. John Woerner, who currently serves as a director of the Company and as
     President of Actrade International, Corp., owns the Shares listed as a
     joint tenant with his wife. At various times during his employment by the
     Company, Mr. Woerner has been issued Warrants by the Board of Directors in
     recognition of his services to the Company. Of the Warrants issued, at the
     date of this Proxy Statement, there remain outstanding Warrants
     representing, in the aggregate, the right to purchase up to 8,083 Shares at
     prices from $12.87 up to $14.875 per Share. Included therein are Warrants
     granted to Mr. Woerner for his services as a Director of the Company.

 (8) Mr. Friedman may be deemed to have a beneficial interest in these Shares
     that are owned by his wife. Further, in consideration for his services to
     the Company as a Director, Mr. Friedman has been granted Warrants to
     purchase, in the aggregate, up to 21,166 Shares at various prices from
     $6.40 up to $14.875 per Share.

 (9) Of the Shares listed, Mr. Furstner owns 7,000 Shares directly and may be
     deemed to have a beneficial interest in the remaining 6,000 Shares which
     are owned by members of his family. Like Mr. Friedman, in consideration for
     his services as a Director of the Company, Mr. Furstner has been granted
     Warrants to purchase, in the aggregate, up to 16,166 Shares at prices from
     $12.875 up to $14.875 per Share.

(10) Each of Messrs. Eubel, Brady, Suttman, Hazel and Holtgreive are deemed to
     be beneficial owners of 551,744 Shares. All of these Shares are held by the
     Partnership or managed accounts over which they each have investment
     discretion.

(11) In addition to the beneficial ownership as discussed in Note 9 above, Mr.
     Suttman personally owns 12,000 Shares which were purchased separately by
     him for his own account; Mr. Hazel personally owns 450 Shares which were
     purchased separately by him for his own account and Mr. Holtgrieve
     personally owns 115 Shares which were purchased by him for his own account.

           INFORMATION REGARDING SPECIFIC PROPOSALS TO BE VOTED UPON

                             ELECTION OF DIRECTORS
                                (PROPOSAL NO. 1)

    The Company's By-Laws provide that the number of directors shall be not more
than nine and not less than three as shall be determined from time to time by
the Board of Directors. The Company recommends the election of a slate of six
directors as set forth below.

    Provided that a quorum is present, directors are elected by a plurality of
the votes cast at an election. Each Director is elected for a term expiring at
the Annual Meeting for fiscal 2001. All of the present nominees currently serve
as Directors of the Company. Although each nominee presently intends to serve on
the Board of Directors, if any nominee is unable or unwilling to serve, the
Board of Directors may nominate another person in substitution for such nominee,
in which case the persons named as proxies in the accompanying proxy card shall
vote FOR the election of such substitute nominee for director.

    THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF THE
FOLLOWING NOMINEES.

    The following table sets forth, as to each of the nominees under Proposal 1,
certain information as of the record date. Each nominee is a citizen of the
United States of America except for Mr. Aharoni who is a citizen of Israel.

                                       4





<PAGE>


<TABLE>
<CAPTION>
      NAME AND ADDRESS         AGE                 POSITION HELD                DIRECTOR SINCE
      ----------------         ---                 -------------                --------------
<S>                            <C>   <C>                                        <C>
Amos Aharoni ................  55    Chief Executive Officer of Actrade S.A.    February 1991
  2373 Broadway                        and of Actrade Resources, Inc., and
  New York, NY 10024                   Chairman of the Board of Directors.
Alexander C. Stonkus ........  41    President, and Chief Executive Officer of  January 1998
  27 Crestview Drive                   the Company; and a Director.
  Kendall Park, NJ 08824
Elizabeth Melnik ............  51    Secretary of the Company and each          November 1997
  53 Cedar Street                      Subsidiary and a Director.
  Kings Park, NY 11754
John Woerner ................  63    President of Actrade International Corp.   September 1991
  435 Whitewood Road                   and a Director.
  Cresskill, NJ 07627
Robert Furstner .............  67    Director of the Company                    August 1996
  843 Winyah Ave.
  Westfield, NJ 07090
Prof. Harry Friedman ........  73    Director of the Company                    August 1996
  52 Ravine Drive
  Matawan, NJ 07747
</TABLE>

BIOGRAPHICAL INFORMATION FOR NOMINEES FOR DIRECTORS:

    Amos Aharoni served as Chief Executive Officer of the Company from
February 20, 1991 until January 3, 2001. He continues as President of Actrade
S.A. and Actrade Resources, Inc., the Company's two foreign subsidiaries, and as
Chairman of the Board of Directors. Since 1987, Mr. Aharoni has been president
of NTS Corporation, a foreign holding corporation. NTS Corporation is also a
principal shareholder of the Company. Mr. Aharoni received his Bachelor of Arts
Degree in Economics and Political Science from Hebrew University of Jerusalem in
1974.

    Alexander C. Stonkus served as President and Chief Operating Officer for the
Company and also as President of Actrade Capital, Inc., a wholly owned
subsidiary until January 3, 2001 when he became Chief Executive Officer of the
Company and resigned his position as President of Actrade Capital, Inc. He is
also a director of the Company and each of its subsidiaries. Prior to joining
Actrade, Mr. Stonkus served in various senior management positions with Elco
Freight International, Inc., a full service shipping, customs broker,
warehousing, and Distribution Company. Mr. Stonkus has served on the Board of
Directors of various companies during his professional career. He graduated from
The Pennsylvania State University in 1982 receiving a Bachelor of Science Degree
in Finance.

    John Woerner has been a Vice President of Actrade International Corp., a
wholly owned subsidiary of the Company, since September 1991. Effective
January 15, 1992, Mr. Woerner was appointed Vice President and a Director of the
Company. In fiscal 1998, Mr. Woerner was appointed President of Actrade
International Corp. From March 1987 until joining Actrade, Mr. Woerner was
employed as Marketing Manager with Ad Auriema, Inc., a privately held
import/export company headquartered in the New York metropolitan area. From
December 1984 until March 1987, Mr. Woerner served as a General Manager of the
Air Conditioning and Refrigeration Division for Connell Export Company, also a
privately held export company located in New Jersey. From July 1978 until March
1987, he was a principal of Global Systems, Inc., a privately held import/export
company that he co-founded. From April 1965 through July 1978, Mr. Woerner
served as Vice President of Sillcox Air Conditioning & Refrigeration Corp., a
privately held corporation located in New York City. Mr. Woerner is a licensed
Professional Engineer in New York and New Jersey and is a member of the American
Society of Heating, Refrigeration & Air Conditioning Engineers. Mr. Woerner is a
graduate of Lehigh University having received his Bachelors of Science Degree in
Mechanical Engineering in 1959.

    Elizabeth Melnik was first employed by the Company as Controller in October
1993, having been promoted to Secretary of the Company as of November 1, 1996.
From December 1991 until joining the Company, Ms. Melnik was employed as
Financial Manager of Gainsborough Marketing Company, a privately held public
relations/marketing firm located on Long Island, NY. From June 1989 until
December 1991 Ms. Melnik served as Accounting/Office Manager for Scheine, Fusco,
Brandenstein &

                                       5





<PAGE>


Rada, the largest Workers Compensation Law Firm on Long Island, NY. Prior
thereto, from May 1986, she served as director of Operations & Media for
Futuristic Concepts in Advertising, a privately held advertising firm also
located on Long Island NY. From February 1982 until May 1986, Ms. Melnik served
as Financial Manager for The Guide Dog Foundation for the Blind, Inc., a
not-for-profit corporation located in Smithtown, NY. Ms. Melnik graduated from
the State University of New York at Stonybrook in 1976 receiving her Bachelor of
Arts Degree in Finance & Accounting.

    Robert E. Furstner has served as a director of the Company since August
1996. Mr. Furstner had been a senior level banking officer for over 25 years,
having begun his banking career in the International Banking Division of Morgan
Guaranty Trust Company in New York City. Following his employment with Morgan
Guaranty Trust Co., Mr. Furstner served a brief tenure (1973-1974) with Franklin
National Bank's International Banking Department in New York City. In 1974 Mr.
Furstner joined European American Bank in New York City as Assistant
Treasurer/Assistant Vice President (from 1974-1979) rising to the position of
Vice President/Group Head which he held from 1979 until leaving European
American Bank in 1987. His duties at European American Bank primarily involved
international credit and bank operations. During his tenure Mr. Furstner was
charged with the management of a geographical area comprising Great Britain, The
Netherlands, the Nordic Countries, Eastern Europe, Yugoslavia and Israel. He was
directly involved in export and project financing, both with and without
Eximbank (the Export-Import Bank of The United States) participation and was
actively involved in the implementation of the bank's lending strategies in
order to reduce exposure in high risk countries. Mr. Furstner was also a
participant in the re-scheduling of Polish, Romanian and Yugoslavian
international debt. After 1987, until his retirement in late 1995, Mr. Furstner
served with the New York Branch of Banco Portugues do Atlantico, SA, in various
capacities and most recently where he was charged with implementing the bank's
lending strategies for trade finance. Educated in the Netherlands, Mr. Furstner
came to the U.S. in 1962 with a degree equivalent to a bachelor's degree in
business administration and foreign languages.

    Harry Friedman has served as director of the Company since August 1996.
Professor Friedman currently teaches a Venture Capital Seminar in the MBA
program at Columbia University Graduate School of Business. He also taught
various courses at the Stern Graduate School of Business at New York University,
including 'Venture Capital Investing,' 'Investment Timing and Portfolio
Management,' 'Mergers and Acquisitions' and 'High Technology Investing' from
1978-1999. Earlier, he taught at a number of universities both in the United
States and abroad (including Iran and Japan), and has lectured on small business
and innovative entrepreneurship under USIA auspices in Tanzania and Zimbabwe.
His education at UCLA; University of Chicago; the University of Wisconsin; and
NYU has ranged from mathematics to economics to finance. Professor Friedman
published 'Mergers and Acquisitions -- Offensive and Defensive Strategies' which
appears as a chapter in the Handbook for Corporate Controllers, and co-authored
with Tomilson Hill III, an article in Corporate Accounting, 'Financial
Implications of Offense and Defense in Corporate Takeovers'. He has edited and
reviewed books for Prentice-Hall and Xerox Learning Systems. He has appeared as
a guest panelist on various financial television programs, and as an expert
witness before the IRS and the New York Supreme Court. As a management
consultant and investment advisor, he has negotiated several mergers,
acquisitions, and IPOs. Professor Friedman has served on the board of directors
for diverse companies over the years, both public and private. He currently
serves on the board, or is an advisor to the board, of five companies.

                    CERTAIN MATTERS RELATING TO THE COMPANY
                         AND ITS OFFICERS AND DIRECTORS

BOARD OF DIRECTORS AND COMMITTEES

    All directors hold office until the next annual shareholders meeting or
until their death, resignation, retirement, removal, disqualification, or until
their successors have been elected and qualified. Vacancies in the Board may be
filled by majority vote of remaining directors. Officers of the Company serve at
the will of the Board of Directors, subject to the terms of employment
agreements as discussed below. There is no Executive Committee of the Board of
Directors. Election to the Board of Directors is for a period of one year and
elections are held at the Company's Annual Meeting of Shareholders. The

                                       6





<PAGE>


Board of Directors has regular meetings once a year, after the Annual Meeting of
Shareholders, for the purpose of appointing the officers of the Company for the
ensuing year. There are no family relationships between the officers and
directors.

    During the fiscal year ended June 30, 2000 the Board of Directors met on
four (4) occasions. All directors attended all meetings. The Board of Directors
has established a Compensation Committee to act upon all compensation matters
for the Company's management. The Compensation Committee consists of Messrs.
Stonkus and Aharoni and met on two (2) occasions during fiscal 2000.

    During fiscal 1997 the Board of Directors established an Audit Committee
which, together with the Company's independent accountants, reviews matters
relating to the scope and plan of the Company's annual audit, the adequacy of
internal controls in connection with the preparation of both audited annual and
unaudited quarterly financial statements and reports. Following such reviews,
the Audit Committee reports to the Board of Directors regarding its findings and
recommendations.

    With respect to the Company's audited financial statements for fiscal 2000,
as included in its 10-K Report, the Audit Committee reviewed and discussed such
financial statements with management and with the Company's independent
auditors. Such discussions included all matters required to be discussed
pursuant to Statement on Auditing Standards 61, Communications with Audit
Committees. Among other matters, the Audit Committee received the written
disclosures and letter from the independent accountants required by Independent
Standards Board Standard No. 1 and discussed with the independent accountant the
issue of their independence. Based upon such review and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for fiscal
2000 for filing with the Securities Exchange Commission. During fiscal 2000 the
Company's Board of Directors adopted a written charter for the Audit Committee,
a copy of which is included as Appendix A to this Proxy Statement.

    The Audit Committee consists of Messrs. Furstner and Friedman and Ms.
Melnik. During fiscal 2000, the Audit Committee met on two (2) occasions.

    The Company does not have a nominating committee.

REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS

    The following table sets forth information relating to remuneration received
by officers and directors as of June 30, 2000, the end of the Company's most
recent fiscal year. In addition, the discussion below indicates the compensation
agreements for fiscal 2001:

<TABLE>
<CAPTION>
                                 ANNUAL COMPENSATION(1)               LONG TERM
                                -------------------------           COMPENSATION             ALL OTHER
NAME AND PRINCIPAL POSITION     YEAR    SALARY     BONUS       RESTRICTED STOCK AWARDS      COMPENSATION
---------------------------     ----    ------     -----       -----------------------      ------------
<S>                             <C>    <C>        <C>          <C>                          <C>
Amos Aharoni, CEO(2)..........  2000   $200,000                    2,500 Warrants(5)          $ 1,887(3)
                                1999   $146,000                  386,671 Warrants
Alexander C. Stonkus, COO.....  2000   $178,522                  227,500 Warrants(5)          $ 4,583(6)
                                1999   $111,000   $55,000         42,500 Warrants             $ 7,050(7)
Joseph P. D'Alessandris,
  CFO(4)......................  2000   $125,000                   17,500 Warrants             $ 2,564(6)
John Woerner, Vice Pres.......  2000   $ 56,000                    2,500 Warrants(5)          $65,499
                                1999                               2,500 Warrants
Elizabeth Melnik, Secretary...  2000   $ 58,312                    2,500 Warrants(5)          $ 2,592(7)
                                1999   $ 52,000                    2,500 Warrants
</TABLE>

---------

(1) The Company has varying compensation arrangements with its executive
    officers as more particularly described below. It should be noted that the
    figures listed as 'salary' include both base salary and earned commissions,
    but not annual bonus amounts, if any, which are listed separately under the
    'bonus' column.

(2) Mr. Aharoni served as an employee of the Company until December 31, 1998.
    Beginning January 1, 1999 the Company continued to retain his services in
    the same capacities as before pursuant to an Executive Services Agreement
     with High Sunset Corp., a personal service corporation for

                                             (footnotes continued on next page)

                                       7





<PAGE>


(footnotes continued from previous page)

    Mr. Aharoni. The terms of Mr. Aharoni's engagement remain the same except
    that the management fee payable to High Sunset Corp. was increased to
    $240,000 per year, plus a quarterly bonus.

(3) The amount set forth herein includes amounts paid by the Company for the
    insurance premiums on Mr. Aharoni's automobile through June 30, 2000.

(4) The Company has employed Mr. Joseph P. D'Alessandris since September 13,
    1999. Under his employment agreement, he receives a base salary of $125,000
    per year. In addition to his salary, Mr. D'Alessandris was granted 10,000
    Warrants at $13.875. On December 21, 1999, the Board awarded Mr.
    D'Alessandris an additional 10,000 Warrants at a price of $13.63 per share.
    Effective July 1, 2000, Mr. D'Alessandris' base salary was increased to
    $150,000 per year

(5) In April 2000, the Board of Directors approved the issuance of Warrants to
    the Company's directors in lieu of compensation. Each Director who was also
    an employee of the Company or any of its subsidiaries received 2,500
    Warrants and the Company's two independent Directors received 5,000 Warrants
    each.

(6) This amount includes payments made by the Company for health insurance
    premiums on behalf of the officer and his family.

(7) This amount includes 401K contributions made by the Company on behalf of the
    officer.

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

    The Company has employed Mr. Alexander C. Stonkus since August 18, 1997. He
was originally employed as Chief Operating Officer for the Company and Capital.
December 1, 1997, Mr. Stonkus assumed the duties as Chief Financial Officer of
the Company and President of Capital. Mr. Stonkus relinquished his duties as CFO
on September 13, 1999 with the appointment of Mr. D'Alessandris as CFO. On
July 29, 1999 Mr. Stonkus assumed the position of President of the Company. On
October 1, 1999, the Company issued 100,000 warrants to Mr. Stonkus at an
exercise price of $13.75. On April 17, 2000, Mr. Stonkus's agreement was
modified to increase his base salary to $175,000 per year effective July 1, 2000
and has been granted 125,000 warrants at a price of $12.25 per share.

    Mr. Woerner became an officer and employee of the Company as of
September 6, 1991 and had been employed pursuant to a written employment
agreement until February 1, 1999. Effective February 1, 1999, Mr. Woerner's
status as an employee of the Company was terminated and he continued to oversee
the operations of International as an independent consultant. His compensation
under this new arrangement is based upon commissions only, with no base salary,
bonuses, etc., equal to 50% of International's gross profits (equal to gross
sales less cost of sales less financing costs actually incurred).

    The Company has a 401(k) plan that is available to all eligible employees
who have been employed by the Company for more than six months. Entrance dates
into the plan are the first of January, April, July and October of each year.
The Company will contribute $0.50 for each dollar contributed by an employee up
to a maximum of 3% of the employee's gross salary.

    Except as herein above described, the Company has no other employment
contracts or benefit plans. Further, it has no retirement, pension, profit
sharing, insurance or medical reimbursement plan covering its officers or
directors.

    During fiscal 2000, ended June 30, 2000, none of the Company's Directors
received any compensation for serving as Directors of the Company, except for
the grant of certain Warrants to purchase Common Shares as discussed above.
During such period, the Company had two non-employee Directors (i.e. Messrs.
Furstner and Friedman) serving on its Board, both of whom were appointed to the
Board of Directors to fill existing vacancies on August 22, 1996. In the future,
the Company may pay Directors a fee for attending Board meetings. At present no
such fees are payable to Directors except for reimbursement of actual
out-of-pocket expenses incurred by such Directors in connection with their
attendance at meetings.

    The foregoing information is provided by the Board of Directors of the
Company.

                                       8





<PAGE>


                              GENERAL INFORMATION

I. PERFORMANCE GRAPH

    The Graph presented on the next page compares the total annual return of the
Company's Common Shares, the NASDAQ Composite Index for the five years ended
June 30, 2000 and for a 'peer group' for the same period based upon a $100
investment made on June 30, 1995.

                                 COMPARISON OF
                       FIVE-YEAR CUMULATIVE TOTAL RETURNS


<TABLE>
<CAPTION>
                    NASDAQ COMPOSITE         NASDAQ FINANCIAL            ACRT
                    ----------------         ----------------           ------
<S>                 <C>                      <C>                        <C>
06/30/95                 100.00                   100.00                100.00
06/30/95                 107.34                   104.78                107.69
06/30/95                 109.52                   110.23                 96.18
06/30/95                 112.05                   113.98                107.69
06/30/95                 111.40                   114.50                107.69
06/30/95                 114.01                   119.76                126.95
06/30/95                 113.41                   122.30                119.26
06/30/95                 113.98                   122.86                117.29
06/30/95                 118.32                   124.64                157.72
06/30/95                 118.72                   127.22                180.80
06/30/95                 128.55                   127.61                242.34
06/30/95                 134.45                   129.97                246.15
06/28/96                 128.39                   130.21                284.62
06/28/96                 116.96                   126.89                315.38
06/28/96                 123.52                   135.04                326.95
06/28/96                 132.97                   141.13                384.62
06/28/96                 131.49                   145.77                392.31
06/28/96                 139.65                   155.23                423.08
06/28/96                 139.54                   157.00                465.42
06/28/96                 149.44                   163.58                638.46
06/28/96                 141.17                   171.11                684.62
06/28/96                 131.97                   163.88                746.15
06/28/96                 136.08                   165.89                850.03
06/28/96                 151.49                   177.32                884.62
06/30/97                 156.14                   190.70                853.85
06/30/97                 172.60                   204.54               1011.57
06/30/97                 172.35                   202.78               1061.54
06/30/97                 182.57                   222.48               1250.03
06/30/97                 173.05                   218.97               1492.31
06/30/97                 173.97                   223.85               1765.42
06/30/97                 170.97                   240.18               1642.34
06/30/97                 176.39                   230.82               1369.23
06/30/97                 192.97                   243.91                719.26
06/30/97                 200.10                   254.60                857.72
06/30/97                 203.47                   258.46                946.15
06/30/97                 192.17                   249.02                907.69
06/30/98                 205.59                   247.98                938.46
06/30/98                 203.19                   239.45                953.85
06/30/98                 163.03                   194.63                730.77
06/30/98                 185.66                   205.13                884.62
06/30/98                 193.67                   217.70                861.54
06/30/98                 213.26                   225.33                784.62
06/30/98                 240.93                   233.14                869.23
06/30/98                 275.96                   232.83                869.23
06/30/98                 251.23                   228.53                880.80
06/30/98                 269.50                   229.38                669.23
06/30/98                 277.08                   258.14                769.23
06/30/98                 270.69                   252.71                800.00
06/30/99                 294.86                   258.11                788.49
06/30/99                 290.55                   245.17                788.49
06/30/99                 302.77                   233.20                815.38
06/30/99                 303.18                   224.08                823.08
06/30/99                 327.46                   236.31               1111.57
06/30/99                 367.29                   239.05               1092.31
06/30/99                 448.09                   232.82                919.26
06/30/99                 431.52                   219.19                919.26
06/30/99                 513.73                   206.32                976.92
06/30/99                 503.07                   218.25                992.31
06/30/99                 423.01                   204.75                838.46
06/30/99                 371.96                   207.51                934.65
06/30/00                 437.25                   202.34               1261.54
</TABLE>



                                       9





<PAGE>


II. 2000 ANNUAL REPORT ON FORM 10-K

    THE COMPANY IS ALSO MAILING COPIES OF ITS ANNUAL REPORT FOR THE FISCAL YEAR
ENDED JUNE 30, 2000 TO THE HOLDERS OF ITS COMMON SHARES TOGETHER WITH THIS PROXY
STATEMENT. The Company will provide without charge to each holder of Common
Shares as of the Record Date, a copy of the Company's Form 10-K, Annual Report.
Additional copies may be obtained by any shareholder by written request
addressed to Mr. David Askin, at Actrade Financial Technologies Ltd., 200
Cottontail Lane, Vantage Court South, Somerset, NJ 08873.

III. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED

    Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act') requires the Company's directors and executive officers, as well
as persons who own more than 10% of a registered class of the Company's equity
securities (the 'Reporting Person'), to file reports of initial beneficial
ownership and changes in beneficial ownership on Forms 3, 4 and 5 with the SEC.
Such Reporting Persons are also required by SEC regulations to furnish the
Company with copies of all such reports that they file.

    The Company has been registered pursuant to Section 12 of the Securities
Exchange Act of 1934 since September 23, 1990 and, by reason thereof, all
officers, directors and 10% or more shareholders of the Company became obligated
to file Forms 3, 4 and 5, describing the ownership of securities in the Company
and any changes thereto, as they may apply, since that date. To the Company's
knowledge, based solely upon a review of the copies of such reports furnished to
the Company and representations made to the Company, no other reports were
required, during and with respect to the fiscal year ended June 30, 2000, all
Reporting Persons have timely complied with all filing requirements applicable
to them.

IV. SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING

    To be considered for presentation to the Annual Meeting of Shareholders for
fiscal 2001, a shareholder proposal must be received by the Company at its
principal executive offices, 7 Penn Plaza, Suite 422, New York, NY 10001, on or
before July 31, 2001.

V. OTHER MATTERS

    The cost of this Proxy Statement and related mailing to shareholders will be
borne by the Company.

    The Board of Directors knows of no other matters, which will be presented at
the Annual Meeting other than as set forth above.

                                          By Order of the Board of Directors,

                                          AMOS AHARONI
                                          ---------------------
                                          AMOS AHARONI
                                          Chairman of the Board

January 30, 2001

                                       10





<PAGE>


                                                                      APPENDIX A

                            AUDIT COMMITTEE CHARTER

    The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial statements of the Company,
(2) the compliance by the Company with legal and regulatory requirements and
(3) the independence and performance of the Company's internal and external
auditors.

    The members of the Audit Committee shall meet the independence and
experience requirements of the National Association of Securities Dealers, Inc
and NASDAQ. The members of the Audit Committee shall be appointed by the Board
of Directors.

    The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
member of, or consultants to, the Committee.

    The Audit Committee shall make regular reports to the Board.

    The Audit Committee shall:

         1. Review and reassess the adequacy of this Charter annually and submit
            it to the Board for approval.

         2. Review the annual audited financial statements with management,
            including major issues regarding accounting and auditing principles
            and practices as well as the adequacy of internal controls that
            could significantly affect the Company's financial statements.

         3. Review an analysis prepared by management and the independent
            auditor of significant financial reporting issues and judgments made
            in connection with the preparation of the Company's financial
            statements.

         4. Review with management and the independent auditor the Company's
            quarterly financial statements prior to the release of the quarterly
            earnings.

         5. Meet periodically with management to review the Company's major
            financial risk exposures and the steps management has taken to
            monitor and control such exposures.

         6. Review major changes to the Company's auditing and accounting
            principles and practices as suggested by the independent auditor,
            internal auditors or management.

         7. Recommend to the Board the appointment of the independent auditor,
            which firm is ultimately accountable to the Audit Committee and the
            Board.

         8. Approve the fees to be paid to the independent auditor.

         9. Receive periodic reports from the independent auditor regarding the
            auditor's independence, discuss such reports with the auditor, and
            if so determined by the Audit Committee, recommend that the Board
            take appropriate action to insure the independence of the auditor.

        10. Evaluate the performance of the independent auditor and, if so
            determined by the Audit Committee, recommend the Board replace the
            independent auditor.

        11. Review the appointment and replacement of the senior internal
            auditing executive.

        12. Review the significant reports to management prepared by the
            internal auditing department and management's responses.

        13. Meet with the independent auditor prior to the audit to review the
            planning and staffing of the audit.

        14. Obtain from the independent auditor assurance that Section 10A of
            the Securities Exchange Act of 1934 (added by the Private Securities
            Litigation Reform Act of 1995) has not been implicated.

                                      A-1





<PAGE>


        15. Obtain reports from management, the Company's senior internal
            auditing executive and the independent auditor that the Company's
            subsidiary/foreign affiliated entities are in conformity with
            applicable legal requirements and the Company's Code of Conduct.

        16. Discuss with the independent auditor the matters required to be
            discussed by Statement on Auditing Standards No.61 relating to
            conduct of the audit.

        17. Review with the independent auditor any problems or difficulties the
            auditor may have encountered and any management letter provided by
            the auditor and the Company's response to that letter. Such review
            should include:

           (a) Any difficulties encountered in the course of the audit work,
               including any restrictions on the scope of the activities or
               access to required information.

           (b) Any changes required in the planned scope of the internal audit.

           (c) The internal audit department responsibilities, budget and
               staffing.

        18. Prepare the report required by the rules of the Securities and
            Exchange Commission to be included in the Company's annual proxy
            statement.

        19. Advise the Board with respect to the Company's policies and
            procedures regarding compliance with applicable laws and regulations
            and with the Company's Code of Conduct.

        20. Review the Company's General Counsel legal matters that may have a
            material impact on the financial statements, the Company's
            compliance policies and any material reports or inquiries received
            from regulators or governmental agencies.

        21. Meet at least annually with the Chief Financial Officer, the senior
            internal auditing executive and the independent auditor in separate
            executive session.

    While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's Code of Conduct.

                                      A-2




<PAGE>

                                                                      APPENDIX A



                            ACTRADE FINANCIAL TECHNOLOGIES LTD.
               200 COTTONTAIL LANE, VANTAGE COURT SOUTH, SOMERSET, NJ 08873
                       NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         TO BE HELD FRIDAY, MARCH 23, 2001

To the Shareholders of
ACTRADE FINANCIAL TECHNOLOGIES LTD.,

         The Annual Meeting of the Shareholders of Actrade Financial
Technologies Ltd., a Delaware corporation, will be held at the Company's offices
located at 200 Cottontail Lane, Vantage Court South, Somerset, NJ 08873 at 11:00
A.M., Eastern Standard Time, on Friday, March 23, 2001.

         The Board of Directors has fixed the close of business on January 26,
2001 as the record date for determination of stockholders entitled to vote at
the Annual Meeting. Only shareholders of record at the close of business on that
date will be entitled to notice of the Annual Meeting and to vote thereat, in
person or by Proxy. Each share of Common Stock is entitled to one vote. The
transfer books of the Company will not be closed. A list of shareholders
entitled to vote at the Annual Meeting will be available to shareholders for any
purpose germane to the Annual Meeting during ordinary business hours, from
January 30, 2001 to March 23, 2001, at the Company's offices located at 200
Cottontail Lane, Vantage Court South, Somerset, NJ 08873. A Proxy Statement and
form of Proxy are enclosed herewith. The Company's Annual Report for the fiscal
year ended June 30, 2000 is enclosed with the Proxy Statement.


New York, NY
January 26, 2001




<PAGE>


[LOGO]
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

<TABLE>
<S>                                                                <C>            <C>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:        ACTINT         KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------------------------------------------
              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                DETACH AND RETURN THIS PORTION ONLY
</TABLE>

ACTRADE INTERNATIONAL, LTD.

VOTE ON DIRECTORS

1. To elect six directors by the holders of shares of the Company's
   Common Stock for the terms indicated in the Proxy Statement
   attached hereto. The nominees are: 01) Amos Aharoni, 02)
   Alexander C. Stonkus, 03) Elizabeth Meinik, 04) John Woerner
   05) Robert Furstner, 06) Prof. Harry Friedman.


 FOR   WITHHOLD   FOR ALL   To withhold authority to vote, mark "For All Except"
 ALL     ALL      EXCEPT    and write the nominee's number on the line below

 [ ]     [ ]       [ ]
                             -----------------------------------------------



<TABLE>
<CAPTION>
VOTE ON PROPOSALS                                                                            FOR   AGAINST   ABSTAIN
<S>                                                                                          <C>   <C>       <C>
2. To transact such other business as may properly come before the meeting or
   any postponement or adjournment thereof.                                                  [ ]     [ ]       [ ]
</TABLE>

YOUR VOTE IS IMPORTANT. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE
PRE-PAID ENVELOPE.


<TABLE>
<S>                                                     <C>
-------------------------------------------             ------------------------------------------
Signature [PLEASE SIGN WITHIN BOX]    Date               Signature (Joint Owners)        Date
</TABLE>


