AMERICAN CHURCH MORTGAGE CO
10QSB/A, 1999-01-05
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB

- -------------------------------------------------------------------------------


                    [X] Quarterly Report Under Section 13 or
                     15(d) of the Securities Exchange Act of
                                      1934
                For the Quarterly Period Ended September 30, 1998

                                       or

               [ ] Transition Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
            For the Transition Period from ------------to------------


- -------------------------------------------------------------------------------


                         Commission File Number 33-87570

                I.R.S. Employer Identification Number 41-1793975

                        AMERICAN CHURCH MORTGAGE COMPANY

              Incorporated Under the Laws of the State of Minnesota

                            10237 Yellow Circle Drive
                              Minnetonka, MN 55343
                            Telephone: (612) 945-9455


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  requirements
for the past 90 days. Yes X No 

The number of shares  outstanding  of the  Registrant's  stock as of October 31,
1998 was:
                   999,017 Shares of Common Stock Outstanding














                                        1

<PAGE>







                        AMERICAN CHURCH MORTGAGE COMPANY



                                   INDEX                                  PAGE
                                                                           NO.



                          PART I. FINANCIAL INFORMATION


Item 1. Financial Statements:

        Balance Sheets September 30, 1998 and 1997.......................... 3

                  Statements of Operations
                    Nine Month Periods Ending September 30, 1998 and 1997... 4
                    Interim Three Month Periods Ending
                           September 30, 1998 and 1997...................... 4

                  Statements of Cash Flows
                    Nine Months Ended September 30, 1998 and 1997........... 5

                  Statement of Stockholders Equity.......................... 6

                  Notes to Financial Statements ............................ 7

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ......................10

                                            PART II. OTHER INFORMATION

Item 4.           Submission of Matters to a Vote of Security Holders.......12

Item 6.           Exhibits and Reports on Form 8-K .........................12

                  Signatures'...............................................12
















                                        2

<PAGE>







AMERICAN CHURCH MORTGAGE COMPANY
UNAUDITED BALANCE SHEETS
- -------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                   September 30,            September 30,
                                                                       1998                     1997

<S>                                                                <C>                     <C> 
ASSETS:
 CURRENT ASSETS
     Cash and Cash Equivalents..............................        $ 1,904,250            $       99,536
     Current Maturities of  Loans Receivable................            244,076                    61,543
                                                                      ---------                 ---------
         Total current Assets:                                        2,148,326                   161,079

     LOANS RECEIVABLE, net of current maturities............          6,764,508                 3,184,573
     BONDS RECEIVABLE.......................................            134,274                   124,668

     DEFERRED OFFERING COSTS................................                665                    30,558

     DEFERRED TAX ASSET.....................................             33,000                    15,000
     Organizational Expenses, (net of accumulated
       amortization September 30, 1998, $1,315; September
       30, 1997, $1,011)....................................                237                       540
                                                                      ---------                ----------

         Total Assets:                                              $ 9,081,010              $  3,516,418
                                                                      =========                ==========

LIABILITIES AND SHAREHOLDER'S EQUITY:

  CURRENT LIABILITIES:
     Accounts Payable.......................................       $     24,820              $     36,129
     Deferred Income........................................             22,948                    11,066
     Dividends Payable......................................            191,298                    87,103
                                                                      ---------                 ---------
         Total current Liabilities:.........................            239,066                   134,298

     DEFERRED INCOME, net of current deferred Income........             78,130                    36,717


     SHAREHOLDER'S EQUITY
       Common stock, par value $.01 per share; authorized
         30,000,000 shares; issued and outstanding 962,376
          as of September 30, 1998, 368,066 shares as of
          September 30, 1997................................              9,624                     3,681
     Additional Paid in Capital.............................          8,820,204                 3,389,106
     Accumulated Deficit....................................            (66,014)                  (47,384)
                                                                      ---------                 ---------
         Total Shareholders Equity:                                   8,763,814                 3,345,403
                                                                      ---------                 ---------

                                                                    $ 9,081,010               $ 3,516,418
                                                                      =========                 =========
</TABLE>

Notes to Financial Statements are an integral part of this Statement.


                                        3

<PAGE>






AMERICAN CHURCH MORTGAGE COMPANY
UNAUDITED STATEMENTS OF OPERATIONS
- -------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                   Nine Months Ended               Three Months Ended
                                                                     September 30,                    September 30,
                                                                 1998            1997              1998             1997
                                                              --------        ---------         ---------          -------



<S>                                                         <C>              <C>                <C>              <C>      
 REVENUES
     Interest Income Loans...........................       $  470,297       $  230,245         $ 184,643        $  88,414
     Interest Income Other...........................           43,400           17,437            19,553            3,460
     Capital Gains Realized..........................            5,885            3,157             3,372            1,097
     Origination Income..............................           31,126            8,347            16,687            2,824
                                                               -------          -------           -------           ------
         Total Revenues:                                       550,708          259,186           224,255           95,795

EXPENSES
     Professional Fees...............................            7,780            7,862             - 0 -            1,062
     Director Fees...................................            2,400            1,600               800            - 0 -
     Amortization....................................              228              228                76               76
     Advisory Fees...................................           40,185            4,700            10,558            4,700
     Other...........................................            8,437            5,246             2,486            1,108
                                                               -------          -------           -------           ------
         Total Expenses:                                        59,030           19,636            13,920            6,946

NET OPERATING INCOME (loss)..........................        $ 491,678        $ 239,550         $ 210,335       $   88,849
                                                               -------          -------           -------           ------

Provision for (Benefit from )
  Income Taxes.......................................           - 0 -             5,000            - 0 -            - 0 -
                                                              --------          -------           -------          -------

Net Income (loss)....................................        $ 491,678       $  234,550         $ 210,335       $   88,849
                                                               =======         ========           =======          =======

Income (Loss) Per Common Share.......................            $ .65            $ .64             $ .23           $  .24

Weighted Average Common Shares
      Outstanding....................................          758,709          364,540           896,182          365,212


Dividends Declared...................................        $ 508,673       $  252,040          $191,298       $   87,103
</TABLE>

Notes to Financial Statements are an integral part of this Statement.














                                        4

<PAGE>






AMERICAN CHURCH MORTGAGE COMPANY
UNAUDITED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                               For the Nine                 For the Nine
                                                               Months Ended                 Months Ended
                                                               September 30,                September 30,
                                                                  1998                           1997

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>                             <C>          
Net Income (Loss)                                          $       491,678                 $     234,550
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
     Deferred income taxes                                           - 0 -                         5,000
     Amortization                                                      227                           228
      Earnings on Bonds                                             (5,885)                       (3,157)
  Change in assets and liabilities:
     Increase (Decrease) in accounts payable                         8,665                        (2,911)
     Increase (Decrease) in deferred income                         22,650                         1,853
                                                               -----------                     ---------
                  Net cash used in operating activities            517,335                       235,563

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in mortgage loans                               (2,800,000)                     (626,712)
     Collections of mortgage loans                                 703,724                        41,420
     Investment in bonds                                            (2,580)                         (871)
                                                               -----------                     ---------
         Net cash used for investing activities                 (2,098,856)                     (586,163)

CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from stock offering                                3,492,293                         - 0 -
         Dividends Paid                                           (298,337)                     (162,608)
                  Net cash from (used for) financing activities  3,193,956                      (162,608)
                                                                ----------                     ---------

     NET INCREASE (DECREASE) IN CASH                             1,612,435                      (513,208)

CASH
     Beginning of period                                           291,815                       612,744
                                                                ----------                    ----------

     End of period                                             $ 1,904,250                  $     99,536
                                                                ==========                    ==========

SUPPLEMENTAL SCHEDULE OF NONCASH
 Financing Activities
     Dividends declared but not paid                          $    191,298                 $      87,103
     Deferred offering costs financed through
        accounts payable                                      $        665                 $      30,558
     Dividends reinvested                                     $    146,937                 $      87,750

SUPPLEMENTAL CASH FLOW INFORMATION
     Cash paid during the period for
       Interest                                                      - 0 -                         - 0 -
       Income Taxes                                                  - 0 -                         - 0 -

</TABLE>

Notes to Financial Statements are an integral part of this Statement.

                                        5

<PAGE>





AMERICAN CHURCH MORTGAGE COMPANY
UNAUDITED STATEMENT OF STOCKHOLDER'S EQUITY
- -------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                  Additional
                                                    Common Stock                   Paid-In                 Accumulated
                                             Shares            Amount               Capital                 Deficit

<S>                                          <C>            <C>                  <C>                      <C>          
BALANCE, DECEMBER 31, 1997                   571,615        $    5,716           $ 5,184,882              $    (49,019)

     Issuance of 390,671 shares of
         common stock, net of through
         offering costs                      390,761             3,908             3,635,322

     Net Income                                                                                                491,678


     Dividends declared                                                                                       (508,673)
                                             -------            ------             ---------                  --------
BALANCE, SEPTEMBER 30, 1998                  962,376         $   9,624           $ 8,820,204              $    (66,014)
     (unaudited)
</TABLE>


Notes to Financial Statements are an integral part of this Statement.

                                        6

<PAGE>



AMERICAN CHURCH MORTGAGE COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with the instructions for interim statements and, therefore,  do not include all
information  and  disclosures  necessary for a fair  presentation  of results of
operations,  financial  position,  and changes in cash flow in  conformity  with
generally accepted accounting principles. However, in the opinion of management,
such  statements  reflect all adjustments  (which include only normal  recurring
adjustments)  necessary  for a  fair  presentation  of the  financial  position,
results of operations, and cash flows for the period presented.

The unaudited consolidated financial statements of the Company should be read in
conjunction with its December 31, 1997, audited financial statements included in
the Company's  Annual Report on Form 10-KSB,  as filed with the  Securities  and
Exchange Commission for the year ended December 31, 1997.

Nature of Business

American Church Mortgage Company, a Minnesota  corporation,  was incorporated on
May 27,  1994.  The Company was  organized  to engage in the  business of making
mortgage loans to churches an other nonprofit religious organizations throughout
the United States, on terms that it establishes for individual organizations.

Accounting Estimates

Management   uses  estimates  and   assumptions  in  preparing  these  financial
statements in accordance with generally accepted  accounting  principals.  Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent  assets and liabilities,  and the reported revenues
and expenses. Actual results could differ from those estimates.

Cash

The Company  considers  all highly  liquid  debt  instruments  purchased  with a
maturity of three months or less to be cash  equivalents.  The Company maintains
some cash in bank deposit accounts which, at times, may exceed federally insured
limits. The Company has not experienced any losses in such accounts.

Marketable Securities

The  Company  accounts  for  its  debt  securities  under  Financial  Accounting
Standards  No.  115,  "Accounting  for  Certain  Investments  in Debt and Equity
Securities."   The  Company   classifies  its  marketable   debt  securities  as
"held-to-maturity"  because it has the intent and ability to hold the securities
to maturity.  Securities classified as held-to-maturity are carried at amortized
cost.

Allowance for Loans Receivable

The Company  follows a policy of providing an  allowance  for loans  receivable.
However,  at September 30, 1998,  management believes the loans receivable to be
collectible in all material respects.

Deferred Income

Deferred income  represents loan  origination fees which are recognized over the
life of the loan as an adjustment to the yield on the loan.






                                        7

<PAGE>




1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Income Taxes

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus  deferred  taxes
related  primarily to differences in recognition of income from loan origination
fees for financial and income tax  reporting.  Deferred taxes are recognized for
operating losses that are available to offset future taxable income.

For the fiscal year 1998,  the  Company  will elect to be taxed as a Real Estate
Investment Trust (REIT). Accordingly, the Company will not be subject to Federal
income tax to the extent of  distributions  to its  Shareholders  if the Company
meets all the  requirements  under the REIT  provisions of the Internal  Revenue
Code.

Income (Loss) Per Common Share

Income  (loss) per common  share is  computed  based upon the  weighted  average
number of common and dilutive common  equivalent shares  outstanding  during the
period.  Fully  diluted and primary  income (loss) per common share are the same
for the periods presented.

 Newly Issued Accounting Standards

In June 1997,  Statement of Financial  Accounting  Standards No. 130, "Reporting
Comprehensive  Income" was  approved for  issuance.  The Company will adopt this
Statement in fiscal 1998. The effect of this Statement has not been  determined,
however,  the  impact  on  the  Company's  financial  position  and  results  of
operations is not expected to be material.

2. MORTGAGE AND BONDS RECEIVABLE

At September 30, 1998, the Company had funded seven first mortgage loans and two
second  mortgage  loan to churches for an aggregate  amount of  $2,800,000.  The
first  mortgage loans made by the Company range in interest rates charged to the
borrowers from 9.75% for annually  adjustable 20 year amortized  loans to 11.25%
for 15 year fixed  interest  rate loans.  The second  mortgage  loan made by the
Company bears interest at the rate of 15% (adjusting to 12% upon occurrence of a
continency).  The maturity  schedule for those loans as of September 30, 1998 is
as follows:


<TABLE>
<CAPTION>
<S>                                                          <C>         
1998                                                         $     36,614
1999                                                              256,824
2000                                                              174,835
2001                                                              194,919
2002                                                              217,315
Thereafter                                                      6,128,077
                                                                ---------

            Total                                              $7,008,584
</TABLE>
The  Company  also has five  bonds  receivable,  which are  carried at cost plus
amortized  interest income.  The bonds pay quarterly interest ranging from 7.75%
to 10.70%.  The combined  principal of $157,000 is due at various maturity dates
between June 1, 1999 and January 1, 2012.

3.  STOCK OPTION PLAN

The Company has adopted a Stock Option Plan granting each member of the Board of
Directors and the president of the Advisor (Note 5) an option to purchase  3,000
shares of common stock  annually upon their  re-election.  The purchase price of
the stock will be the fair market value at the grant date. On November 15, 1994,
the Company  granted options to purchase an aggregate of 21,000 shares of common
stock at $10 per share. These options became  exercisable  November 15, 1995 and
expire  November 15, 1999.  No options have been  exercised as of September  30,
1998.

The Company has chosen to account for stock  based  compensation  in  accordance
with APB Opinion 25.  Management  believes that the disclosure  requirements  of
Statement  of  Financial  Accounting  Standards  No. 123 are not material to its
financial statements.

                                        8

<PAGE>






4.  TRANSACTIONS WITH AFFILIATES

The Company has an Advisory Agreement with Church Loan Advisors, Inc. (Advisor).
The Advisor is  responsible  for the  day-to-day  operations  of the Company and
provides administrative services and personnel.

Upon  non-renewal or termination  of the Advisory  Agreement,  the Company maybe
required to pay the Advisor a termination  fee equal to two percent of the value
of the average  invested  assets of the  Company as of the date of  termination,
subject to limitations set forth in the Advisory Agreement.

The Company  pays the Advisor an annual base  management  fee of 1.25 percent of
average invested assets (generally  defined as the average of the aggregate book
value of the assets  invested in  securities  and equity  interests in and loans
secured by real estate),  which is payable on a monthly basis.  The Advisor will
also receive  one-half of the origination fees paid by a mortgage loan borrower,
in connection  with a mortgage loan made or renewed by the Company.  The Company
paid  $40,185 in advisory  fees and $53,775 in  origination  fees from January 1
through September 30, 1998.

The Advisor and the Company are  related  through  common  ownership  and common
management.

5.  PUBLIC OFFERING OF THE COMPANY'S COMMON STOCK

The Company filed a  Registration  Statement  with the  Securities  and Exchange
Commission  for a public  offering  of its  common  stock in 1997.  The  Company
offered  to sell  1,500,000  shares  of its  common  stock at a price of $10 per
share. The offering was underwritten by a managing  underwriter (an affiliate of
the Advisor) and a co-underwriter  on a "best efforts basis, and no minimum sale
of stock was required.  The stock sale  commenced on September 26, 1997 and will
continue through January of 1999.

6.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments,  none of which
are held for trading purposes, are as follows at September 30, 1998 and 1997:

<TABLE>
<CAPTION>
                                                            SEPTEMBER 30,
                                                     1998                   1997
                                         ------------------------       --------------------
                                           Carrying        Fair          Carrying    Fair
                                            Amount         Value          Amount     Value

<S>                                      <C>           <C>           <C>         <C>        
Cash and equivalents                     $ 1,904,250   $ 1,904,250   $    99,536 $    99,536
Loans receivable                           7,008,584     7,008,854     3,246,116   3,246,116
Bonds receivable                             134,274       134,274       124,668     124,668
</TABLE>

The carrying value of cash and  equivalents  approximates  fair value.  The fair
value  of the  loans  receivable  and the  bonds  receivable  are  estimated  by
discounting  future cash flows using  current  discount  rates that  reflect the
risks associated with similar types of loans.



                                        9

<PAGE>



            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                        AMERICAN CHURCH MORTGAGE COMPANY

PLAN OF OPERATION

     The Company was founded in May 1994, began a "best efforts" offering of its
common stock on July 11, 1995, and commenced active business operations on April
15, 1996 after completion of the "Minimum Amount" in its initial public offering
(described below). Consequently, for the years ended December 31, 1994 and 1995,
the  Company  had  no  operating   revenues,   and  expenses   were  limited  to
organizational and offering-related costs.

     On July 11, 1995, the Securities and Exchange Commission declared effective
the  Company's  offering  of  2,000,000  common  shares at a price of $10.00 per
share.  The Company  achieved the Minimum  Offering of at least  200,000  shares
($2,000,000)  sold to not less than 100 individuals (the "Minimum  Offering") on
April 15, 1996. Until the Minimum  Offering was achieved,  the Company could not
commence its active business of making mortgage loans to churches. Consequently,
business  operations  from inception (May 27, 1994) to completion of the Minimum
Offering (April 15, 1996) were limited to daily business organizational efforts,
activities relating to the offering,  reviewing potential  candidates for church
mortgage loans to be made by the Company once the Minimum Offering was achieved,
and conducting informational meetings with brokers and broker-dealers identified
to the Company by the  Dealer/Manager--  American,  an affiliate of the Company.
The Company  concluded  its initial  public  offering on November 8, 1996. As of
such date, the Company had sold 335,481 shares to approximately 281 individuals,
not including  20,000 shares  ($200,000)  previously  purchased by the Company's
initial shareholder -- DRM Holdings, Inc.

     On September 26, 1997,  the  Securities  and Exchange  Commission  declared
effective the Company's secondary offering of 1,500,000 common shares at a price
of $10.00 per share  ($15,000,000)  under SEC File  33-87570.  The  Offering  is
currently being  co-underwritten by American Investors Group, Inc.  ("American")
and  LaSalle  St.  Securities,  Inc.,  ("LaSalle").  American  is  the  Managing
Underwriter and is an affiliate of the Company. This Offering is being conducted
on  a"best-efforts"  basis  pursuant to applicable  rules of the  Securities and
Exchange Commission and will terminate no later than 365 days from September 26,
1997,  subject to extension by mutual  agreement of the Company and the Managing
Underwriter  for an additional 120 days, or until  completion of the sale of all
Shares, whichever first occurs. The Company reserves the right to terminate this
Offering at any time. As of October 31, 1998 the Company has sold 999,017 shares
of its common stock.

     Between the date upon which the Company  began active  business  operations
(April 15, 1996), and as of the date of this Report,  the Company has made loans
to twenty four churches in the aggregate amount of $7,801,000,  with the average
size being $325,041.  The Company has also purchased in the secondary market for
$57,846 (which includes $407 in accrued interest) first mortgage church bonds in
the face amount of $65,300 and $72,805 second  mortgage church bonds in the face
amount of $100,000.  Funding of additional  first  mortgage loans is expected to
continue  on an  on-going  basis  as  the  Company's  investable  assets  become
available  through  (i) the sale of  additional  shares  in its  current  public
offering;  (ii)  prepayment  and repayment at maturity of existing  loans;  (iv)
borrowed  funds;  and (v)  dividends  reinvested  under the  Company's  Dividend
Reinvestment  Plan. As of the date of this report,  one first  mortgage loan and
one second  mortgage  loan have been repaid.  The loan amounts were $270,000 and
$350,000  respectively.  In addition,  one first  mortgage  church bond has been
called for redemption effective July 20, 1998. The total principal amount of the
bond was $8,300.

RESULTS OF OPERATIONS

     During the nine month period ended  September  30, 1998 total assets of the
Company  increased by $3,717,614  due primarily to sale of the Company's  common
stock.  Total  liabilities  increased  by $182,360  due to  deferred  income and
dividends  declared but not yet paid as of September  30, 1998.  During the nine
month period ending  September 30, 1998 the Company funded six additional  first
mortgage loans and two second mortgage loans to churches for an aggregate amount
of $2,095,000  and $570,000  respectively.  In addition,  the Company  purchased
$13,300  principal amount of first mortgage church bonds for a purchase price of
$10,975.  All loans made by the Company  range in interest  rate  charged to the
borrowers from 9.75% for annually  adjustable,  20 year amortized loans,  11.25%
for fixed 15 year  amortized  loans to 12.00% for a 2-year  interim  loan. As of
September  30,  1998,  the  average,  principal-adjusted  interest  rate  on the
Company's portfolio of loans was 10.91%. The Company's portfolio of bonds has an
average current yield of 11.11% .

                                       10

<PAGE>



     Net operating  income for the Company's  nine and three month periods ended
September 30, 1998 was $491,678 and $210,335  respectively.  Total  revenues for
the six and three month  periods  ending  September  30, 1998 was  $550,708  and
$259,186  respectively.  Interest  income earned on the  Company's  portfolio of
loans was $470,297 and $230,245 for the six month and three month  periods ended
September 30, 1998 respectively.

      Excluded  from revenue for the nine month period ended  September 30, 1998
is  $39,286  of  origination  income,  or  "points,"  received  by the  Company,
recognition of which under generally  accepted  accounting  principles  ("GAAP")
must be  deferred  over the  expected  life of each  loan.  However,  under  tax
principles,   origination   income  is  recognized   in  the  period   received.
Accordingly, because the status of the Company as a real estate investment trust
requires,  among other things,  the distribution to shareholders of at least 95%
of "Taxable  Income," the dividends  declared and paid to  Shareholders  for the
quarter ended September 30, 1998 included  origination  income even though it is
not recognized in its entirety for the period under GAAP.

     The  Company's  Board of  Directors  declared a dividend of $.2125 for each
share  held of record  on  September  30,  1998.  During  the  Company's  public
offering,  dividends  are  computed  and paid to each  Shareholder  based on the
number of days during a quarter  that the  Shareholder  owned his or her shares.
The dividend,  which was paid October 31, 1998 represents a 8.50% annual rate of
return on each share of common stock owned and purchased for $10 per share.

     Total assets of the Company for the three month period ended  September 30,
1998  increased  $936,855 to  $9,081,010  primarily  as a result of the sale and
issuance of the Company's  common stock pursuant to its current public offering,
the proceeds of which were deployed into two new mortgage  loans.  Shareholders'
Equity rose $1,330,246 to $8,763,814 for the same reason. Company liabilities at
the end of the  nine  month  period  ended  September  30,  1998  are  primarily
comprised  of a "Deferred  Income",  reflecting  the  practice of the Company of
recognizing  its  origination  income  --  fees  charged  to  borrowers  at  the
commencement  of its loans -- over the life of each loan and dividends  declared
as of September 30, 1998 but not yet paid.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  revenue is derived  principally  from interest  income,  and
secondarily,  origination fees and renewal fees generated by mortgage loans made
by it. The Company also earns income through interest on funds that are invested
pending their use in funding mortgage loans or distributions of dividends to its
Shareholders,  and on income  generated on church bonds it may purchase and own.
The Company generates revenue through (i) permitted temporary investments of the
net  proceeds  from  the sale of the  shares,  and  (ii)  implementation  of its
business  plan of  making  mortgage  loans  to  churches  and  other  non-profit
religious organizations.  The principal expenses of the Company will be Advisory
Fees, legal and accounting fees, communications costs with its Shareholders, and
the expenses of its stock transfer  agent,  registrar and dividend  reinvestment
agent.

     The Company's future capital needs are expected to be met by (i) additional
sale of its shares to the public (ii)  prepayment,  repayment  at  maturity  and
renewal of mortgage  loans made by the Company,  and (iii) borrowed  funds.  The
Company believes that the "rolling" effect of mortgage loans maturing,  together
with dividends  reinvested under the Company's Dividend  Reinvestment Plan, will
provide a  supplemental  source of capital to fund its  business  operations  in
future years.  Nevertheless,  the Company believes that it may be desirable,  if
not necessary,  to sell  additional  shares of common stock, in order to enhance
its  capacity to make  mortgage  loans on a  continuous  basis.  There can be no
assurance  that the Company  will be able to raise  additional  capital on terms
acceptable for such purposes. Although the Company may borrow funds in an amount
not to  exceed  50% of its  Average  Invested  Assets in order to  increase  its
lending capacity,  it has no present intention of doing so, nor has it secured a
source for such borrowing.

ear 2000 Issue

     The  "Year  2000  Issue"  is  a  data  management  problem  that  may  have
significant  financial  consequences for some companies.  Many computer programs
use only two digits to identify the year in the date field.  As a result,  those
programs cannot distinguish  between the year 2000 and the year 1900. On January
1,  2000,  these  programs  may  inaccurately  process  data,  or in worst  case
scenario,  stop processing entirely.  Although the Company does rely on computer
based financial software to process its books and records, the software utilized
by the Company will not impact the Company financially,  if at all, with respect
to the "Year  2000  Issue."  The  financial  software  utilized  by the  Company
requires that the date field be completed in its entirety. For

                                       11
<PAGE>

     example: the year "1900" must be entered as "1900" and the year "2000" must
be entered  as  "2000".  Therefore,  a date  cannot be  entered as "00"  causing
problems in many programs as to what year "00" is representing, either "1900" or
"2000." The Company utilizes  window-based  "off-the-shelf"  software to process
its books and  records.  "Off-the-shelf"  software  implies  its  public use and
availability.  It can be purchased at most computer or retail stores, at minimal
cost,  it is easy to learn to use and can be replaced  inexpensively  if a "Year
2000  Issue",   or  other  factors  unique  to  the  Company's  needs,   becomes
problematic.  Finally, "off-the-shelf" software is continually being upgraded by
the software  manufacturer  and the "Year 2000 Issue" has been addressed by many
of these companies,  including the Company's  current software  product,  in the
form of new upgrades or new versions of the software. Companies most affected by
the "Year 2000 Issue" are primarily  large  companies  with assets and resources
substantially  greater than the  Company's  which  utilize  customized  software
residing on large  "main-frame"  systems to meet specific needs of their company
or industry.  Finally, the Company utilizes the services of Gemisys Corporation,
of Englewood, Colorado for its shareholder services, transfer agent and dividend
and proxy  disbursement  agent.  Gemisys has stated that its current  "Universe"
platform  has been  programmed  so that any date in the  system  as "00"  (e.g.,
2/1/00) will be interpreted as the year 2000, not 1900.  This is due to the fact
that Gemisys uses an "internal date" that  correlates to the actual date.  These
"internal  dates" are in sequential  order and not  repeated.  This includes any
data  conversions to Gemisys's  system.  The Company as well as its  shareholder
services  agent have  addressed the "Year 2000 Issue" and have  determined  this
issue will not affect its continuing operations.

                                       12

<PAGE>

                                     PART II

                                OTHER INFORMATION

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

     No matters were submitted to a vote of security  holders during the quarter
ended September 30, 1998.



Item 6.  Exhibits and Reports on Form 8-K

         a)   Exhibits filed with Form 10-QSB
              None

         b)   Reports on Form 8-k
              None
                                                    SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  the  report to be signed on its behalf by the
undersigned, thereunto duly authorized.

         Dated:    January 5, 1999



                                            AMERICAN CHURCH MORTGAGE COMPANY



                                             By:    /s/ V. James Davis
                                                        V. James Davis
                                             Chief Executive Officer, Treasurer
                                             (and Chief Financial Officer)


                                              By:    /s/ David G. Reinhart
                                                         David G. Reinhart
                                              Vice President and Secretary





















                                       12

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                       1,904,250
<SECURITIES>                                   134,274
<RECEIVABLES>                                7,008,584
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,148,326
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               9,081,010
<CURRENT-LIABILITIES>                          239,066
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,624
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 9,081,010
<SALES>                                              0
<TOTAL-REVENUES>                               224,255
<CGS>                                                0
<TOTAL-COSTS>                                   13,920
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                210,335
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   210,335
<EPS-PRIMARY>                                      .23
<EPS-DILUTED>                                      .23
        

</TABLE>


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