FIRST CHESAPEAKE FINANCIAL CORP
10QSB, 1996-11-20
MORTGAGE BANKERS & LOAN CORRESPONDENTS
Previous: FFY FINANCIAL CORP, SC 13E4, 1996-11-20
Next: SUPREME INTERNATIONAL CORP, 8-K/A, 1996-11-20




                                    UNITED STATES
			  SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     FORM 10-QSB


Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended September 30, 1996


Commission File Number 0-21912


                        First Chesapeake Financial Corporation
               (Exact name of registrant as specified in its charter)

                    Virginia                                54-1624428
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                 Identification No.)

                          9100 Arboretum Parkway, Suite 160
                              Richmond, Virginia 23236
                      (Address of principal executive offices)
                                     (Zip code)

                                  (804)320-0160
                 (Registrant's telephone number, including area code)


        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 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 [ ]   

The number of shares of common stock of registrant outstanding as of August 9,
1996 was 4,621,550 shares.

<PAGE>

<TABLE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                     FIRST CHESAPEAKE FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                   September 30,  December 31,
                                                       1996           1995
                                                   _____________  ____________
                                                    (Unaudited)
<S>                                                <C>            <C>
ASSETS
Cash and cash equivalents                          $   1,236,342  $  1,833,216 
Receivable from sale of servicing rights                  17,132       196,934  
Mortgage loans held for sale                             607,485       590,529  
Receivable from sale of loans                              -           798,285  
Note receivable                                           25,000       109,000  
Real estate owned                                          -           298,000  
Furniture and equipment                                  408,665       512,572  
Organization costs                                        15,508        31,018  
Loans to related parties                                 100,000         -  
Other assets                                             221,642       184,917  
                                                    ____________  ____________

TOTAL ASSETS                                        $  2,631,774  $  4,554,471
                                                    ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
    Notes payable                                   $    355,771  $  1,157,348
    Accounts payable
      Trade                                               26,515        61,145  
      Purchased mortgage servicing rights                  2,500         2,500  
    Accrued restructuring charges                          1,236       165,149  
                                                    ____________  ____________
Total liabilities                                        386,022     1,386,142

Stockholders' equity
    Convertible preferred stock; no par value;
        $1 stated value per share; 5,000,000 shares
                authorized; no shares issued               -             -
    Common stock; no par value; 10,000,000 shares
        authorized; 4,621,550 shares issued and
        outstanding                                   10,542,458    10,542,458
    Common stock warrant                                  50,000        50,000
    Deficit                                          ( 8,346,706)  ( 7,424,129)
                                                    ____________  ____________
Total stockholders' equity                             2,245,752     3,168,329
                                                    ____________  ____________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $  2,631,774  $  4,554,471
                                                    ============  ============
<FN>
See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>

                     FIRST CHESAPEAKE FINANCIAL CORPORATION
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<CAPTION>
                        Three Months  Three Months  Nine Months   Nine Months
                           Ended         Ended         Ended         Ended
                        September 30, September 30, September 30, September 30,
                            1996          1995          1996          1995
                        ____________  ____________  ____________  ____________
<S>                     <C>           <C>           <C>           <C>
REVENUES
Mortgage origination    $      7,960  $(     2,822) $     38,229  $    236,871  
Servicing fees                 1,894         4,087         7,301       133,732
Gain on sales of loans        22,965       119,045        76,424       860,935
Loan administration            -               255         -            18,865
Interest income               28,980        63,881       138,435       443,945
Interest expense         (     2,840)  (    11,845)  (    56,852)  (   329,322)
Other                              4         9,025        15,992       112,455
                        ____________  ____________  ____________  ____________

Total revenues                58,963       181,626       219,529     1,477,481

OPERATING EXPENSES
Compensation and employee
    benefits                 140,610       279,582       524,505     1,947,499
Professional fees             14,018         6,300       101,134       130,595
Commitment fees                3,345         1,020        24,954        41,061
Occupancy                     17,948        33,069        74,536       196,564
Depreciation and other
    amortization              37,474        25,857       113,499       112,459
Other operating expenses      53,896       206,850       303,478       750,945
Restructuring charges          -            50,000         -           450,000
                        ____________  ____________  ____________  ____________

Total operating expenses     267,291       602,678     1,142,106     3,629,123
                        ____________  ____________  ____________  ____________

NET LOSS                $    208,328  $    421,052  $    922,577  $  2,151,642
                        ============  ============  ============  ============

LOSS PER SHARE          $       0.05  $       0.09  $       0.20  $       0.47  
                        ============  ============  ============  ============
<FN>
See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>

                     FIRST CHESAPEAKE FINANCIAL CORPORATION
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<CAPTION>
                                                 Nine Months      Nine Months
                                                     Ended            Ended
                                                 September 30,    September 30,
                                                     1996             1995
                                                 ____________     ____________
<S>                                              <C>              <C>
OPERATING ACTIVITIES
Net loss                                         $(   922,577)    $( 2,151,642)
Adjustments
    Depreciation and other amortization               113,499          122,318
    Net decrease (increase) in loans
        held for sale                             (    16,956)      15,967,701
    Decrease in receivable from loan sales            798,285            -  
    Loss on sale of fixed assets                        4,994          114,065
    Loss on sale of real estate owned                   4,625            -  
    Decrease (increase) in other assets           (    36,725)         290,717
    Decrease in trade accounts payable
        and other liabilities                     (    34,631)     (   326,485)
    Provision for loss on real estate owned             -               50,000
    Accrued restructuring charges, net            (   163,913)         150,005
                                                 ____________     ____________

Net cash provided (absorbed) by
    operating activities                          (   253,399)      14,216,679
                                                 ____________     ____________

INVESTING ACTIVITIES
Purchase of furniture and equipment                     -          (   145,375)
Proceeds from sale of fixed assets                        924           60,523 
Proceeds from sale of servicing, net of
    selling expenses                                  179,802        6,711,060
Decrease in accounts payable related to
    purchased mortgage servicing rights                 -          (   397,500)
Extensions of credit to related parties           (   100,000)           -
Purchase of notes receivable                            -          (   134,000)
Repayments of notes receivable                         84,000            -
Additions to real estate owned                          -          (   400,696)
Proceeds from sale of real estate owned               293,375            -
Other                                                   -          (    67,600)
                                                 ____________     ____________

Net cash provided by investing activities             458,101        5,626,412
                                                 ____________     ____________

FINANCING ACTIVITIES
Repayment of bank loans                           (     1,742)     ( 4,150,000)
Net decrease in warehouse line of credit          (   799,834)     (15,727,250)
                                                 ____________     ____________

Net cash absorbed by financing activities         (   801,576)     (19,877,250)
                                                 ____________     ____________

NET DECREASE IN CASH AND CASH EQUIVALENTS         (   596,874)     (    34,159)
Cash and cash equivalents at beginning
    of period                                       1,833,216        2,472,907
                                                 ____________     ____________

CASH AND CASH EQUIVALENTS AT END OF PERIOD       $  1,236,342     $  2,438,748 
                                                 ============     ============

SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash payments of interest expense                $     56,852     $    337,025
                                                 ============     ============
<FN>
See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>

                     FIRST CHESAPEAKE FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)

1.  Basis of Presentation

        The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, considered necessary for a fair
presentation have been included.  Operating results for the three and nine
months ended September 30, 1996 are not necessarily indicative of the results
that may be expected for the  year ending December 31, 1996. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995.

2.  Loan Servicing

        The Company services both conforming and nonconforming single family
first mortgage loans.  Conforming conventional loans serviced by the Company are
securitized through Federal National Mortgage Association ("FNMA") or Federal
Home Loan Mortgage Association ("FHLMC") programs on a nonrecourse basis whereby
foreclosure losses are generally the responsibility of FNMA or FHLMC and not the
Company.  Nonconforming loans serviced by the Company are loans originated by a
subsidiary of the Company and are being temporarily serviced pending sale of the
loans and related servicing to other investors.  Loans being serviced are
summarized as follows:

                                   September 30, 1996      December 31, 1995
                                   -----------------       -----------------
                                   No.      Amount         No.      Amount
                                   ---    ----------       ---    ----------

          Conforming                53    $6,769,901        58    $7,458,380
          Nonconforming             10       920,496        13     1,235,065
                                   ---    ----------       ---    ----------

                                    63    $7,690,397        71    $8,693,445
                                   ===    ==========       ===    ==========

<PAGE>

Notes to Consolidated Financial Statements (Continued) (Unaudited)


2.  Loan Servicing (Continued)

        Of the loans being serviced at September 30, 1996 and December 31, 1995,
the nonconforming loans are held for sale servicing released and the servicing
will transfer to the investor within 60 days.  Additionally, the conforming
loans are being subserviced for the Company by another servicer.  Loans serviced
for others are not included in the accompanying consolidated balance sheets.

        In connection with its loan servicing activities, the Company makes
certain payments of property taxes and insurance premiums and advances certain
principal and interest payments to investors prior to collecting them from
specific mortgagors.  These amounts represent receivables to the Company and are
included in other assets in the accompanying consolidated balance sheets.

        At September 30, 1996, the Company carried Fidelity coverage of $300,000
and errors and omissions coverage of $300,000 related to its mortgage banking
activities.

3.  Notes Payable

        Notes payable consists of the following:

                                                   September 30,   December 31, 
                                                      1996             1995    
                                                   ------------    -----------

                   Warehouse line of credit        $    322,762     $1,122,597
                   Vehicle loan                          33,009         34,751
                                                   ------------    -----------

                                                   $    355,771     $1,157,348
                                                   ============     ==========

<PAGE>

Notes to Consolidated Financial Statements (Continued) (Unaudited)


Note 3.  Notes Payable (Continued)

        The Company's subsidiary, American Mortgage Express, Inc., has a
warehouse line of credit ("Warehouse Facility") for $3,000,000 with First Union
National Bank of North Carolina.  This Warehouse Facility provides a credit line
to fund the origination of nonconforming 1 to 4 family residential first and
second lien mortgage loans.  It bears interest at the prime rate and expires on
December 31, 1996.  The Warehouse Facility is collateralized by the loans held
for sale and provides for certain covenants, including required financial ratios
and minimum net worth requirements.  At September 30, 1996, the Company was in
compliance with the loan covenants.

        The following information relates to the Warehouse Facility:

                                                September 30,   December 31,
                                                   1996             1995
                                                ------------    -----------

        Outstanding at end of period            $    322,762    $ 1,122,597
	Weighted average interest rate
            at end of period                           8.25%          7.00%
	Maximum amount outstanding
            during the period                   $  2,700,540    $16,102,475
	Average amount outstanding
            during the period                   $    911,815    $ 3,230,360
	Weighted average interest rate
            during the period                          8.16%          7.52%

4.  Loss Per Share

        Loss per share for the three and nine months ended September 30, 1996
and 1995 was computed by dividing the net loss by 4,621,550 common shares
representing the aggregate of the weighted average number of common shares
outstanding during the periods.  Outstanding stock options and warrants have
been excluded from loss per share calculations as their exercise prices exceed
the average market price for the three months ended September 30, 1996 and 1995
or their inclusion would be anti-dilutive.

<PAGE>

Notes to Consolidated Financial Statements (Continued) (Unaudited)


5.  Commitments

        The Company regularly enters into short term commitments with applicants
to fund mortgage loans subject to approval.  Certain of these commitments
require the Company to offer mortgage loans at pre-established interest rates
and fees.  As of September 30, 1996, there were no commitments to fund mortgage
loan applications in process with pre-established interest rates and fees.


6.  Proposed Acquisition

        On December 11, 1995, the Company executed a Letter of Intent to acquire
all of the outstanding stock of a federal savings bank (the "Bank") located in
Florida for a purchase price of approximately $5,500,000.  The purchase price is
payable $4,500,000 in cash at closing and a $1,000,000 note payable in five
equal annual installments of $200,000 each and bearing interest at a rate of 6%
on the unpaid balance.  On March 25, 1996 a Definitive Acquisition Agreement was
executed between the parties.  Consummation of this transaction is subject to
regulatory approval.  The Company proposes to raise between $2,000,000 and
$3,000,000 in a private placement of its convertible preferred stock and obtain
bank financing of approximately $1,000,000 to provide the necessary funds to
acquire the Bank or another financial institution.

7.  Litigation

        The Company and its two principal officers ("Defendants") are defendants
in a legal action filed on June 6, 1996 by two former employees of Waterford
Mortgage Corporation ("Plaintiffs"), a wholly owned subsidiary of the Company
that ceased operations in June, 1995.  The suit was filed in the Circuit Court
of Fairfax County, Virginia and served on Defendants on June 12, 1996.
Plaintiffs allege, among other things, that (1) certain misrepresentations were
made by Defendants that fraudulently induced Plaintiffs to merge Waterford
Mortgage Corporation into the Company in exchange for stock in the Company, and
(2) the Company breached employment agreements with each Plaintiff.  The
Plaintiffs seek unspecified compensatory and punitive damages and reimbursement
of their costs, expenses and legal fees in filing suit.  The Company and its
officers deny the allegations and are vigorously contesting the action.
Although the outcome of the action cannot be determined, the Company expects to
prevail and no provision for any liability that may result from the action has
been made in the financial statements.

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Financial Condition

        Assets of the Company decreased from $4,554,471 at December 31, 1995
to $2,631,774 at September 30, 1996, a decrease of $1,923,000 or 42%.  This
decrease was primarily due to the Company's loss of approximately $923,000 for
the nine month period, a decrease of $781,000 in mortgage loans held for sale
(including a $798,000 decline in receivable from sale of loans), and the paydown
of approximately $200,000 in trade accounts payable and other liabilities.
Liabilities decreased by $1,000,000, from $1,386,000 at Decmeber 31, 1995 to
$386,000 at September 30, 1996.  This decrease resulted from a reduction in
the warehouse notes payable of $800,000 associated with the decline in the
mortgage loans held for sale, and the paydown of trade accounts payable and
other liabilities of $200,000.  At September 30, 1996, the Company had liquid
assets of $1,986,000 and current liabilities of $386,000.

        The Company's current operations consist primarily of the operations of
its wholly owned subsidiary, American Mortgage Express, Inc. ("AME").  AME is a
mortgage banking company which originates nonconforming single family first and
second deed of trust loans.  The Company's net loss and decrease in loans held
for sale are a direct result of AME's inability to generate sufficient loan
originations to be profitable.  The mortgage market is still somewhat depressed,
and the Company has struggled to increase its loan originations.  It has not
been able to attract loan officers who can build production nor has it been able
to increase production through its correspondents. 

Results of Operations 

Current Year Performance and Earnings Outlook

        As discussed previously, the Company incurred a loss of $923,000 for the
nine months ended September 30, 1996 as compared to a loss of $2,152,000 for the
same period in 1995.  The substantial improvement in operations is a result of
the closure of the Company's wholly owned subsidiary, Waterford Mortgage
Corporation ("Waterford").  Waterford originated conforming loans in northern
Virginia.  The Company's current year loss is a result of the continued
inability to generate sufficient loan originations by its subsidiary, AME, to be
profitable.  The mortgage loan environment has continued to be highly 
competitive and has put tremendous pressure on the operating margins of the
Company.  Additionally, AME has been unable to attract loan officers who can
build loan production nor has it been able to increase loan production through
its correspondents.  To the extent that general demand for mortgage loans
remains at or below its current level and price competition within the industry
continues, the Company's future operating margins for its origination business
will remain under pressure.  Any improvement in the Company's ability to
originate mortgage loans cannot be predicted.

<PAGE>

        In recent years financial institutions have enjoyed strong returns.
Management of the Company has extensive experience in operating financial
institutions and believes that the acquisition of a financial institution would
greatly increase the Company's ability to attain profitable operations, both
from the operation of the financial institution and by improving the financial
outlook for AME.  On March 25, 1996, the Company executed a definitive agreement
to acquire all of the outstanding stock of a federal savings bank (the "Bank")
located in Florida for a purchase price of approximately $5,500,000 (see Note 6
to "Notes to Consolidated Financial Statements").  Consummation of this
transaction is subject to regulatory approval.  In addition to cash on hand, the
Company proposes to raise between $2,000,000 and $3,000,000 in a private
placement of its convertible preferred stock and obtain bank financing of
approximately $1,000,000 to provide the necessary funds to acquire the Bank or
another financial institution.

Comparison of Three Months Ended September 30, 1996 to Three Months Ended
September 30, 1995

        Revenues. Total revenues for the three months ended September 30, 1996
amounted to $59,000 representing a decrease of $123,000, or 68%, when compared
to the same period in 1995.  The Company's principal sources of revenue are fees
from mortgage origination, gains on loan sales, and servicing activities.  The
Company experienced the decrease in revenues as a result of the closure of
origination operations in northern Virginia during the second and third quarters
of 1995.  As a result of the closure of its conforming loan origination 
operations in northern Virginia, gain on sale of loans declined by approximately
$96,000, from $119,000 in the third quarter of 1995 to $23,000 in the third
quarter of 1996, and net interest income declined by $26,000, from $52,000 in
the third quarter of 1995 to $26,000 in the third quarter of 1996.  Also, the
Company had anticipated that AME would compensate for lower revenues resulting
from the closure of northern Virginia operations; however this did not occur as
discussed previously.

        Expenses. Total expenses for the three months ended September 30, 1996
amounted to $267,000 as compared to $603,000 for the same period in 1995.  This
decrease is attributable to the reduction in overhead associated with the
closure of the Company's origination operations in northern Virginia.

<PAGE>

Comparison of Nine Months Ended September 30, 1996 to Nine Months Ended
September 30, 1995

        Revenues. Total revenues for the nine months ended September 30, 1996
amounted to $220,000 representing a decrease of $1,258,000, or 85%, when
compared to the same period in 1995.  The Company's principal sources of revenue
are fees from mortgage origination, gains on loan sales, and servicing
activities.  The Company experienced the decrease in revenues as a result of the
sale of its servicing portfolio on November 30, 1994 and the closure of
origination operations in northern Virginia during the second and third quarters
of 1995.  As a result of the servicing sale, servicing fees declined by
approximately $126,000, from $134,000 in the first nine months of 1995 to $8,000
during the same period in 1996.  As a result of the closure of its conforming
loan origination operations in northern Virginia, mortgage origination fees
declined by approximately $199,000, from $237,000 in 1995 to $38,000 in 1996,
and gain on sale of loans declined by $785,000, from $861,000 in 1995 to $76,000
in 1996.  Also, the Company had anticipated that AME would compensate for lower
revenues resulting from the closure of the northern Virginia operations; however
this did not occur as discussed previously.

        Expenses. Total expenses for the nine months ended September 30, 1996
amounted to $1,142,000 as compared to $3,629,000 for the same period in 1995, a
a decrease of 69%.  This decrease is attributable to the reduction in overhead
associated with the sale of servicing and the closure of the Company's
origination operations in northern Virginia.

Liquidity and Capital Resources

        The Company's primary liquidity requirements have been the funding of
its mortgage banking operations, the net cost of mortgage loan originations and
the purchase of mortgage loan servicing rights.  The Company currently does not
have any plans to purchase mortgage loan servicing rights, and, accordingly,
future funding requirements will relate to the cost of mortgage loan
originations and any additional business activities as may be approved by the
Board of Directors.

        Cash and cash equivalents at September 30, 1996 amounted to $1,236,342
as compared to $1,833,216 at December 31, 1995.

<PAGE>

        During the nine months ended September 30, 1996, the Company's operating
activities utilized $253,000 as compared to providing $14,217,000 in the first
nine months of 1995.  These amounts reflect the decrease in loans held for sale
without regard to the associated decrease in the warehouse line of credit
reflected in financing activities.  Netting the change in the warehouse line of
credit against loans held for sale provides a better picture of utilization of
funds from operating activities.  If the change in the warehouse line of credit
is netted against the change in loans held for sale, the Company's operating
activities utilized $1,053,000 in 1996 as compared to the utilization of
$1,511,000 in 1995.  The utilization of cash resources from operating activities
in 1996 and 1995 resulted primarily from the Company's losses in those periods.

        The Company's investing activities provided $458,000 in cash resources
during the nine months ended September 30, 1996 as compared to providing
$5,626,000 for the same period in 1995.  In 1995, the sale of the Company's
servicing portfolio provided $6,711,000 in cash resources, partially offset by
additions to fixed assets of $145,000, foreclosed real estate of $401,000,
purchase of notes receivable of $134,000, and payments for the purchase of
servicing rights of $397,000.  In 1996, the major sources of cash from investing
activities came from proceeds from the sale of real estate owned of $293,000 and
sale of servicing of $180,000.

        Without consideration to the change in the warehouse line of credit,
financing activities utilized $4,150,000 during 1995, and had very little impact
on cash in 1996.  In 1995, the Company utilized a portion of the funds it
received from the sale of servicing to repay the associated debt.

        In the past, the Company has relied on net proceeds from capital raising
activities, a servicing secured bank facility, and a warehouse credit facility
to meet its liquidity requirements.  The servicing secured credit facility has
been terminated and will no longer be available to the Company.

        The Company has a mortgage loan warehouse line of credit facility
("Warehouse Facility") of $3,000,000 with First Union National Bank of North
Carolina ("First Union") which expires on December 31, 1996 and provides a
credit line to fund the origination of nonconforming 1 to 4 family residential
first and second lien mortgage loans.  It is secured by the loans held for sale
and provides for certain covenants, including required financial ratios and
minimum net worth requirements (see Note 3 to "Notes to Consolidated Financial
Statements").  At September 30, 1996, the Company was in compliance with the
loan covenants.

<PAGE>

        As of September 30, 1996, the Company had cash and cash equivalents of
$1,236,342 and available borrowings of approximately $2,677,000 pursuant to the
Warehouse Facility.  Management believes that the Company's current liquidity
and capital resources are adequate to meet its near-term goals with the
exception of the acquisition of the federal savings bank in Florida discussed
previously.

Inflation

        The Company is affected by inflation primarily through its impact on
interest rates. During periods of rising inflation, interest rates generally
increase, causing mortgage loan origination volumes, particularly refinancing
activity, to decline.  However, during such periods, mortgage loan prepayments
slow, extending the average life of the servicing portfolio and enhancing its
market value.  Conversely, during periods of declining inflation, interest rates
generally decline, resulting not only in increased mortgage loan origination
volume and mortgage loan refinancing activity, but also in accelerated loan
prepayment rates which decrease the average life of the Company's servicing
portfolio, adversely impacting its value.

Seasonality

        The mortgage banking industry is generally subject to seasonal trends
which reflect the general pattern of sales and resales of homes.  Such sales
typically peak during the spring and summer seasons and decline to lower levels
from November through February.  The mortgage loan servicing business is
generally not subject to seasonal trends.  Cyclical trends resulting from
increasing or decreasing interest rates and the general state of the economy
also affect the mortgage banking industry and may tend to accentuate or
counteract seasonal trends.

<PAGE>

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings

        The Company and its two principal officers ("Defendants") are defendants
in a legal action filed on June 6, 1996 by two former employees of Waterford
Mortgage Corporation ("Plaintiffs"), a wholly owned subsidiary of the Company
that ceased operations in June, 1995.  The suit was filed in the Circuit Court
of Fairfax County, Virginia and served on Defendants on June 12, 1996.
Plaintiffs allege, among other things, that (1) certain misrepresentations were
made by Defendants that fraudulently induced Plaintiffs to merge Waterford
Mortgage Corporation into the Company in exchange for stock in the Company, and
(2) the Company breached employment agreements with each Plaintiff.  The
Plaintiffs seek unspecified compensatory and punitive damages and reimbursement
of their costs, expenses and legal fees in filing suit.  The Company and its
officers deny the allegations and are vigorously contesting the action.
Although the outcome of the action cannot be determined, the Company expects to
prevail and no provision for any liability that may result from the action has
been made in the financial statements.
        

Item 2.	Changes in Securities

        None

Item 3.	Defaults Upon Senior Securities

        None

Item 4.	Submission of Matters to a Vote of Security Holders

        None

Item 5.	Other Information

        None

<PAGE>

Item 6.	Exhibits and Reports on Form 8-K

        a. None

        b. Reports on Form 8-K.  On August 23, 1996, the Company filed an 8-K
           reporting the appointment of Mark Mendelson to the Board of
           Directors.  No other reports on Form 8-K were filed during the
           period.

<PAGE>

                     FIRST CHESAPEAKE FINANCIAL CORPORATION

                                   SIGNATURES



        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.



                                        FIRST CHESAPEAKE FINANCIAL CORPORATION
                                        Registrant


Date:   November 12, 1996               By  Max E. Gray 
                                            Max E. Gray
                                            Chairman, President and
                                            Chief Executive Officer


Date:   November 12, 1996               By  C. Harril Whitehurst, Jr. 
                                            C. Harril Whitehurst, Jr.
                                            Executive Vice President and
                                            Chief Financial Officer
                                                                  


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF FIRST CHESAPEAKE FINANCIAL CORPORATION FOR
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         1236342
<SECURITIES>                                         0
<RECEIVABLES>                                   749617
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          720966
<DEPRECIATION>                                  312301
<TOTAL-ASSETS>                                 2631774
<CURRENT-LIABILITIES>                           386022
<BONDS>                                              0
                                0
                                          0
<COMMON>                                      10592458
<OTHER-SE>                                   (8346706)
<TOTAL-LIABILITY-AND-EQUITY>                   2631774
<SALES>                                         276381
<TOTAL-REVENUES>                                276381
<CGS>                                          1142106
<TOTAL-COSTS>                                  1142106
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               56852
<INCOME-PRETAX>                               (922577)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (922577)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (922577)
<EPS-PRIMARY>                                    (.20)
<EPS-DILUTED>                                    (.20)
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission