SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A No.1
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 333-41361
1st ATLANTIC GUARANTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 52-2064471
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7920 Norfolk Avenue, Suite 1150, Bethesda, Maryland 20814-2595
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(Address of principal executive offices) (Zip Code)
(301) 656-4200
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(Registrant's telephone number, including area code)
4847 Cordell Avenue, Suite 200, Bethesda, Maryland 20814
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(Former address since last report)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such that the registrant was required to file
such reports), and (2) has shorter period been subject to such filing
requirements for the past 90 days. Yes( ) No(X)
As of February 29, 2000 there were 10,000,000 shares of the registrant's common
stock outstanding. There is no trading market for the registrant's common stock.
The Registrant's Quarterly Report on Form 10-Q for the quarter ending
March 31, 1999 is being amended. Specifically, PART I Item 1 Financial
Statements which were unaudited for the fiscal year ended September 30, 1998 and
one paragraph from the Results of operation within Item 2 Management's
Discussion and Analysis of Financial Condition and the Results of Operation.
<PAGE>
Item 1. Financial Statements
1st Atlantic Guaranty Corporation
Condensed Balance Sheets
March 31, 1999 September 30, 1998
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(Unaudited) *
ASSETS
Qualified assets
Cash $ 17,960 10,489
Mortgage notes receivable 848,567 0
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Total qualified assets 866,527 10,489
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Other Assets
Mortgage notes receivable 0 849,727
Deposit on mortgage note receivable 335,000 0
Furniture and equipment 34,526 35,709
Accrued interest receivable 98,352 73,885
Investment in subsidiary 0 353
Other 12,065 445
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Total other assets 479,943 960,119
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Total Assets 1,346,470 970,608
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Certificates issued 350,000 0
Accrued interest payable 2,408 0
Due to stockholders and officers 73,767 69,243
Accounts payable 80,216 3,871
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Total Liabilities 506,391 73,114
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Stockholders' equity
Common stock 100,000 100,000
Additional paid-in capital 1,199,297 898,758
Deficit (459,218) (101,264)
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Total Stockholders' Equity 840,079 897,494
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Total Liabilities and Stockholders'
Equity $1,346,470 970,608
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* Financial statement information as of September 30, 1998 is based on the
Registrant's audited financial statements as of that date.
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<PAGE>
1st Atlantic Guaranty Corporation
Condensed Statements of Operations
<TABLE>
<CAPTION>
Three Months Six Months August 27, 1998
ended ended to
March 31, 1999 March 31,1999 Sept. 30, 1998
-------------- ------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Investment Income
Interest income $ 32,552 49,005 8,084
Income (loss) on investment in subsidiary (66) (353) (1,028)
Other investment income 6,322 7,582 0
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Total investment income 38,808 56,234 7,056
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Investment and other expenses
Interest on certificates 2,148 2,408 0
Other interest expense 1,261 1,494 0
Other investment expenses 3,204 3,204 0
Salaries 97,766 195,464 71,363
Rent expense 26,113 60,572 24,205
License and registration 0 340 4,980
Marketing and distribution 35,443 65,695 3,367
Professional services 22,569 27,300 0
Insurance 5,264 5,264 1,592
Other 25,506 52,447 2,813
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Total investment and other expenses 219,274 414,188 108,320
-------- ------- -------
Net loss $(180,466) (357,954) (101,264)
======== ======== ========
</TABLE>
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<PAGE>
1st Atlantic Guaranty Corporation
Statement of Cash Flows
For the period from October 1, 1998 to
March 31, 1999
<TABLE>
<CAPTION>
Six Months
ended
March 31, 1999
--------------
<S> <C>
Cash flows from operating activities
Investment loss $(357,954)
Adjustments to reconcile investment loss to net cash
used by operating activities
Depreciation and amortization 3,384
Income (loss) on investment in subsidiary 353
(Increase) decrease in accrued interest receivable (24,467)
Increase in other assets (11,620)
Increase (decrease) in due to stockholders 4,524
Increase in certificates pending issuance
Increase in interest payable 2,408
Increase in accounts payable 76,345
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Net cash provided (used) by operating activities (307,027)
Cash flow from investing activities
Principal payments on mortgage notes receivable 1,160
Deposit on mortgage notes receivable (35,000)
Purchase of furniture and equipment (2,201)
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Net cash used by investing activities (36,041)
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Cash flow from financing activities
Issuance of Certificates 350,000
Capital contribution 539
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Net cash provided by financing activities 350,539
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Net increase in cash 7,471
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Cash at beginning of period 10,489
Cash at end of period $ 17,960
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Non-cash capital transactions
Contribution of mortgage notes and accrued
interest receivable $300,000
</TABLE>
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<PAGE>
1st Atlantic Guaranty Corporation
Notes to Financial Statements
(unaudited)
Condensed Financial Statements
We have prepared the accompanying unaudited interim financial
statements in accordance with the instructions for Form 10-Q. These instructions
do not require including all the information and footnotes found in complete
financial statement prepared in accordance with generally accepted accounting
principles. These interim financial statement and should be read in conjunction
with the financial statements and related notes included in our Special
Financial Report on Form 10-K for the period from August 27, 1998 to September
30, 1998. We believe we have included all adjustments necessary for a fair
presentation of these interim financial statements. We have made only normal,
recurring adjustments. However, financial results for the six-months ended March
31, 1999 are not necessarily indicative of future results.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE
RESULTS OF OPERATIONS
Results of operations:
As of March 31, 1999, total assets increased by $375,862 and certificates issued
increased by $350,000 from September 30, 1998. The increase in total assets and
certificate reserves was primarily the result of new certificate issues and no
certificate redemptions or maturities.
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<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
1ST ATLANTIC GUARANTY CORPORATION
(Registrant)
Date: March 1, 2000 /s/JOHN J. LAWBAUGH
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John J. Lawbaugh
(President and Principal Financial
Officer)
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