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 December 31, 1998
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 Ave., Suite 1150, Bethesda, Maryland 20814
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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)
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
December 31, 1998 is being amended. Specifically, PART I Item 1 Financial
Statements which were unaudited for the fiscal year ended September 30, 1998 and
PART II Item 6 Exhibits and Reports on Form 8-K which were inadvertently
omitted.
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Item 1. Financial Statements
The following financial statement represents the activities of the Registrant
for the first fiscal quarter of 1999 from October 1, 1998 through December 31,
1998. Management has concluded that the following financial statements fairly
represent all activities of the Company during this period.
1st Atlantic Guaranty Corporation
Condensed Balance Sheets
December 31, September 30,
1998 1998
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(Unaudited) *
ASSETS
Qualified assets
Cash $ 819 10,489
Mortgage notes receivable 848,567 0
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Total qualified assets 849,386 10,489
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Other Assets
Mortgage notes receivable 0 849,727
Deposit on mortgage note receivable 300,000 0
Furniture and equipment 36,014 35,709
Accrued interest receivable 65,800 73,885
Investment in subsidiary 66 353
Other 1,936 445
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Total other assets 403,816 960,119
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Total Assets 1,253,202 970,608
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Certificates Issued 106,380 0
Accrued interest payable 260 0
Due to stockholders and officers 68,590 69,243
Accounts payable 57,427 3,871
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Total Liabilities 232,657 73,114
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Stockholders' equity
Common stock 100,000 100,000
Additional paid-in capital 1,199,297 898,758
Deficit (278,752) (101,264)
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Total Stockholders' Equity 1,020,545 897,494
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Total Liabilities and Stockholders' Equity $1,253,202 970,608
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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
Three Months August 27, 1998
ended to
December 31, 1998 Sept. 30, 1998
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(Unaudited)
Investment Income
Interest income $ 16,453 8,084
Income (loss) on investment in subsidiary (287) (1,028)
Other investment income 1,260 0
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Total investment income 17,426 7,056
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Investment and other expenses
Interest on certificates 260 0
Other interest expense 233 0
Salaries and benefits 97,698 71,363
Rent expense 34,459 24,205
License and registration 340 4,980
Marketing and distribution 30,252 3,367
Professional services 4,731 1,592
Other 26,941 2,813
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Total investment and other expenses 194,914 108,320
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Net loss $(177,488) (101,264)
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<PAGE>
1st Atlantic Guaranty Corporation
Statement of Cash Flows
For the period from October 1, 1998 to
December 31, 1998
Three Months
ended
December 31, 1998
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Cash flows from operating activities
Investment loss $(177,488)
Adjustments to reconcile investment loss to net cash
used by operating activities
Depreciation and amortization 1,896
Income (loss) on investment in subsidiary 287
(Increase) decrease in accrued interest receivable 8,085
Increase in other assets (1,491)
Increase (decrease) in due to stockholders (653)
Increase in certificates pending issuance
Increase in interest payable 260
Increase in accounts payable 53,556
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Net cash provided (used) by operating activities (115,548)
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Cash flow from investing activities
Principal payments on mortgage notes receivable 1,160
Purchase of furniture and equipment (2,201)
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Net cash used by investing activities (1,041)
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Cash flow from financing activities
Issuance of certificates 106,380
Capital contribution 539
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Net cash provided by financing activities 106,919
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Net increase (decrease) in cash (9,670)
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Cash at beginning of period 10,489
Cash at end of period $ 819
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Non-cash capital transactions
Contribution of mortgage notes and accrued
interest receivable $300,000
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 three-months ended
December 31, 1998 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 December 31, 1998, total assets increased by $282,594 and certificates
issued increased by $106,380 from September 30, 1998. The increase in
certificate reserves was primarily the result of new certificate issues and no
certificate redemptions or maturities.
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
Reports on form 8-K.
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
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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