HMG COURTLAND PROPERTIES INC
10QSB/A, 1999-02-05
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the Quarterly period ended           September 30, 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 1-7865

                         HMG/COURTLAND PROPERTIES, INC.
        (Exact name of small business issuer as specified in its charter)

          Delaware                                            59-1914299
- -------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

2701 S. Bayshore Drive, Coconut Grove, Florida                   33133
- -------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                                  305-854-6803
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
- -------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check whether the issuer (1) has filed all reports  required to be filed by
Sections  13 or 15  (d) of the  Securities  Exchange  Act  of  1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes_X_ No___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Check whether the registrant filed all documents and reports required to be
filed by Sections 12, 13, or 15 (d) of the  Exchange Act after the  distribution
of securities under a plan confirmed by court. Yes__ No__

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

1,100,235 Common shares were outstanding as of January 31, 1999.

                                                       
<PAGE>
                         HMG/COURTLAND PROPERTIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Amendment

HMG/Courtland Properties, Inc. (the "Company") hereby amends Item 1 of Part I of
its quarterly  report on Form 10QSB for the quarter ended  September 30, 1998 by
inserting the following  note in its Notes To Condensed  Consolidated  Financial
Statements:

7.  YEAR 2000

Background

In the past,  many  computer  software  programs  were written  using two digits
rather  than four to define the  applicable  year.  As a result,  date-sensitive
computer  software may  recognize a date using "00" as the year 1900 rather than
the year 2000.  This is  generally  referred to as the Year 2000 issue.  If this
situation  occurs,   the  potential  exists  for  computer  system  failures  or
miscalculations by computer programs, which could disrupt operations.

State of Readiness, Costs and Risks:

The Company has just  completed  the  conversion  of its computer  system to use
4-digit year fields and is therefore  believed to be "Year 2000" compliant.  The
cost of such conversion is not material to the Company's  financial condition or
results of operations,  nor does the Company anticipate any material  disruption
in its operations with respect thereto.  The Company's computer system is small,
consisting of only six personal  computers  connected via one local area network
server  located in one  facility.  The Company  utilizes its computer  system to
perform accounting and word processing  functions only. The Company has no other
operations  which rely on computers or other equipment that would be affected by
the Year 2000 issue.

The  Company  is  exposed  to the  risk  that one or more of its  tenants  could
experience   Year  2000  problems  that  impact  their  ability  to  meet  lease
obligations to the Company. To date, the Company is not aware of any tenant Year
2000  issue  that  would  have  a  material  adverse  impact  on  the  Company's
operations.  The Company has received an interim  status report from its primary
tenant at its Grove Isle property in Florida that this tenant is addressing  its
Year 2000 readiness. The Company has no means of ensuring that this or any other
tenant will be Year 2000 ready.  The inability of tenants to complete their Year
2000 resolution  process in a timely fashion could have an adverse impact on the
Company.  The effect of  non-compliance  by tenants is not  determinable at this
time.

The Company's Year 2000 risks are considered minimal and no continency plans are
believed to be necessary.

                                      ( 3 )

<PAGE>
                         HMG/COURTLAND PROPERTIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Widespread  disruptions  in the  national or  international  economy,  including
disruptions affecting the financial markets, resulting from Year 2000 issues, or
in certain  industries,  such as commercial or investment banks, could also have
an adverse impact on the Company.  The likelihood and effect of such disruptions
is not determinable at this time

Readers are cautioned that forward-looking statements contained in the Year 2000
discussion  should  be  read  in  conjunction  with  the  Company's  disclosures
regarding forward-looking statements contained in its Form 10-KSB.


                                      ( 4 )

<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.


                                         HMG/COURTLAND PROPERTIES, INC.
                                         --------------------------------------




                                         /s/ Lawrence Rothstein
Dated:      February 3, 1999             --------------------------------------
                                         Lawrence Rothstein
                                         President, Treasurer & Secretary




                                         /s/ Carlos Camarotti
Dated:      February 3, 1999             --------------------------------------
                                         Carlos Camarotti
                                         Vice President - Finance and Controller


                                      ( 5 )



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