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 June 30, 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
(Former address since last report)
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Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
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
June 30, 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
June 30, 1999 September 30, 1998
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(Unaudited) *
ASSETS
Qualified assets
Cash $ 251,725 10,489
Mortgage notes receivables 848,567 0
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Total qualified assets 1,100,292 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 32,728 35,709
Accrued interest receivable 98,352 73,885
Investment in subsidiary 5,934 353
Due from stockholder 25,039 0
Other 1,565 445
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Total other assets 498,618 960,119
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Total Assets 1,598,910 970,608
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Certificates issued 903,419 0
Accrued interest payable 10,477 0
Due to stockholders and officers 14,424 69,243
Accounts payable 68,983 3,871
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Total Liabilities 997,303 73,114
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Stockholders' equity
Common stock 100,000 100,000
Additional paid-in capital 1,199,297 898,758
Deficit (697,690) (101,264)
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Total Stockholders' Equity 601,607 897,494
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Total Liabilities and Stockholders' Equity $1,598,910 970,608
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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>
April 1, 1999 Nine Months August 27, 1998
to ended to
June 30, 1999 June 30,1999 Sept. 30, 1998
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(Unaudited) (Unaudited)
<S> <C> <C> <C>
Investment Income
Interest income $ 0 49,005 8,084
Income (loss) on investment in subsidiary 5,634 5,581 (1,028)
Other investment income 3,919 11,501 0
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Total investment income 9,553 66,087 7,056
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Investment and other expenses
Interest on certificates 8,069 10,477 0
Other interest expense 1,964 3,458 0
Other investment expenses 3,125 6,328 0
Salaries 125,526 320,990 71,363
Rent expense 12,212 72,784 24,205
License and registration 1,027 1,367 4,980
Marketing and distribution 54,778 120,473 3,367
Professional services 8,791 36,091 0
Insurance 10,416 15,680 1,592
Other 22,418 74,865 2,813
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Total investment and other expenses 248,326 662,513 108,320
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Net investment loss $(238,773) (596,426) (101,264)
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</TABLE>
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<PAGE>
1st Atlantic Guaranty Corporation
Statement of Cash Flows
For the period from October 1, 1998 to
June 30, 1999
Nine Months
ended
June 30, 1999
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Cash flows from operating activities
Investment loss $(596,426)
Adjustments to reconcile investment loss to net cash
used by operating activities
Depreciation and amortization 5,182
Income (loss) on investment in subsidiary (5,581)
(Increase) decrease in accrued interest receivable (24,467)
Increase in other assets (1,120)
Increase (decrease) in due to stockholders (79,858)
Increase in certificates pending issuance
Increase in interest payable 10,477
Increase in accounts payable 65,112
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Net cash provided (used) by operating activities (626,681)
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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)
Cash flow from financing activities
Issuance of certificates 903,419
Capital contribution 539
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Net cash provided by financing activities 903,958
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Net increase (decrease) in cash 241,236
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Cash at beginning of period 10,489
Cash at end of period $ 251,725
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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 nine-months ended June
30, 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 June 30, 1999, total assets increased by $628,302 and Certificates issued
increased by $903,419 from September 30, 1999. The increase in total assets and
Certificate reserves was primarily the result of new Certificate issues
exceeding Certificate redemptions and 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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