FIRST CHESAPEAKE FINANCIAL CORP
10QSB/A, 1997-11-18
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

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

For the quarterly period ended September 30, 1997


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 November
11, 1997 was 4,500,000 shares.



















<PAGE>

This Amendment No. 1 to the Form 10-QSB of First Chesapeake Financial
Corporation for the quarterly period ended September 30, 1997 amends Item 6 to
the Form 10-QSB.























































<PAGE>

Item 6. Exhibits and Reports on Form 8-K (Amended)

        a) Exhibits - None

        b) Reports on Form 8-K

        In a report on Form 8-K dated August 15, 1997, the Company announced
that C. Harril Whitehurst, Jr. resigned as an officer and director of First
Chesapeake Financial Corporation.  His resignation was accepted by the Board of
Directors effective August 15, 1997.

        In another report on Form 8-K dated August 15, 1997, the Board of
Directors appointed Richard N. Chakejian, Jr. to the Board of Directors on
August 15, 1997.  Mr. Chakejian becomes the third member of First Chesapeake
Financial Corporation's Board of Directors filling the vacancy resulting from
the resignation of C. Harril Whitehurst, Jr.  previously reported.  Mr.
Chakejian has spent most of his career developing and opening full service
retail dry cleaning/laundering centers in the Philadelphia, Pennsylvania area.
He is the Chief Executive Office of Tri-State Linen Company, Chief Operating
Officer of Ascadin Cleaners, Inc., and Chief Executive Officer of Bala Corp.,
a company which markets and leases real estate.  He has a BA Degree in
Economics and Political Science from Ohio Wesleyan University.




































<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, 1997               By  Max E. Gray 
                                            Max E. Gray
                                            Chairman, President and
                                            Chief Executive Officer


Date:   November 12, 1997               By  Max E. Gray 
                                            Max E. Gray
                                            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
THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                         181,138
<SECURITIES>                                         0
<RECEIVABLES>                                   340229
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          623506
<DEPRECIATION>                                  386306
<TOTAL-ASSETS>                                  941873
<CURRENT-LIABILITIES>                           119942
<BONDS>                                              0
                                0
                                          0
<COMMON>                                      10592458
<OTHER-SE>                                   (9770527)
<TOTAL-LIABILITY-AND-EQUITY>                    941873
<SALES>                                         118269
<TOTAL-REVENUES>                                118269
<CGS>                                          1116399
<TOTAL-COSTS>                                  1116399
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                1936
<INCOME-PRETAX>                              (1000066)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (1000066)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (1000066)
<EPS-PRIMARY>                                    (.22)
<EPS-DILUTED>                                    (.22)
        


</TABLE>


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