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

                            FORM 10-QSB/A
(Mark One)

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

                    For the quarterly period ended
                            June 30, 2000

[ ]            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 0-30587

                     FIRST PHILADELPHIA CAPITAL CORP.
    -----------------------------------------------------------------
    (Exact name of small business issuer as specified in its charter)


          Delaware                                     23-3030650
-------------------------------                    -------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)


     1422 Chestnut Street, Suite 410, Philadelphia, PA 19102-2510
     ------------------------------------------------------------
               (Address of principal executive offices)

                            (215) 569-9175
                            --------------
            (Issuer's telephone number, including area code)

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:


            Class                      Outstanding at June 30, 2000
Common Stock, par value $0.0001                 5,000,000


PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).

                   FIRST PHILADELPHIA CAPITAL CORP.
                    (A Development Stage Company)
                         As of June 30, 2000
                             (Unaudited)

                                ASSETS

      Cash                                                 $   500

      TOTAL ASSETS                                         $   500



                 LIABILITIES AND STOCKHOLDERS' EQUITY

      LIABILITIES                                          $     -

      STOCKHOLDERS' EQUITY

      Preferred Stock, $.0001 par value, 5,000,000 shares
      authorized, none issued and outstanding                    -

      Common Stock, $.0001 par value, 20,000,000 shares
      authorized, 5,000,000 issued and outstanding             500

      Additional paid-in capital                               299

      Deficit accumulated during development stage            (299)

      Total Stockholders' Equity                               500

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $   500

            See accompanying notes to financial statements

<TABLE>

                   FIRST PHILADELPHIA CAPITAL CORP.
                    (A Development Stage Company)
                       Statement of Operations
                             (Unaudited)

<CAPTION>

                                 Two Months            December 27, 1999
                                    Ended                 (Inception)
                                June 30, 2000          to June 30, 2000

      <S>                       <C>                    <C>

      Income                       $     -                  $     -

      Expenses
        Organization expense             -                      299

       Total expenses                    -                      299

      NET LOSS                     $     -                  $  (299)

</TABLE>

            See accompanying notes to financial statements

<TABLE>

                   FIRST PHILADELPHIA CAPITAL CORP.
                    (A Development Stage Company)
             Statement of Changes in Stockholders' Equity
           For the Period From December 27, 1999 (Inception)
                          To June 30, 2000
                             (Unaudited)

<CAPTION>

                                                         Deficit
                                                         Accumulated
                       Common Stock         Additional   During
                          Issued            Paid-In      Development
                    Shares        Amount    Capital      Stage         Total

<S>                 <C>           <C>       <C>          <C>           <C>

Common Stock
     Issuance       5,000,000     $  500    $    -       $    -        $  500

Fair value of
expenses contributed        -          -       299            -           299

Net loss for the periods ended:

April 30, 2000              -          -         -         (299)         (299)
June 30, 2000               -          -         -            -             -

BALANCE AT
June 30, 2000       5,000,000     $  500     $ 299     $   (299)       $  500

</TABLE>

            See accompanying notes to financial statements

<TABLE>

                   FIRST PHILADELPHIA CAPITAL CORP.
                    (A Development Stage Company)
                       Statements of Cash Flows
                              Unaudited

<CAPTION>

                                 Two Months            December 27, 1999
                                    Ended                 (Inception)
                                June 30, 2000          to June 30, 2000

<S>                             <C>                    <C>

CASH FLOWS FROM OPERATING
 ACTIVITIES:

Net loss                         $      -                     $  (299)
 Adjustment to reconcile net
 loss to net cash
 used by operating activities

 Capitalized expenses                   -                         299

 Net cash used in operating
  activities                            -                           -

CASH FLOWS FROM INVESTING
 ACTIVITIES                             -                           -

CASH FLOWS FROM FINANCING
 ACTIVITIES:

Proceeds from issuance of
 common stock                           -                         500

Net cash provided by
 financing activities                   -                         500

INCREASE IN CASH AND CASH
 EQUIVALENTS                            -                         500

CASH AND CASH EQUIVALENTS
 BEGINNING OF PERIOD                  500                           -

CASH AND CASH EQUIVALENTS
  END OF PERIOD                   $   500                     $   500


</TABLE>

            See accompanying notes to financial statements

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Organization and Business Operations

First Philadelphia Capital Corp. (a development stage company) ("the
Company") was incorporated in Delaware on December 27, 1999 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. At June 30, 2000, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation and proposed fund raising.  The
Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.

B.  Use of Estimates

The preparation of the financial statements requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

C.  Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

D.  Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement
109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled.  Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense
or benefits due to the Company not having any material operations
for the period ending June 30, 2000.

NOTE 2  STOCKHOLDERS' EQUITY

        A.  Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.

        B.  Common Stock

The Company is authorized to issue 20,000,000 shares of common
stock at $.0001 par value.  The Company issued 5,000,000 shares of
its common stock to FS Capital Markets Group Inc. ("FSCMG") pursuant
to Rule 506 for an aggregate consideration of $500.

        C.  Additional Paid-In Capital

Additional paid-in capital at June 30, 2000 represents the fair
value of the amount of organization and professional costs incurred
by FSCMG on behalf of the Company. (See Note 3)

NOTE 3  TRANSACTIONS WITH RELATED PARTY

On December 29, 1999, the Company signed an agreement with FSCMG,
a related entity.  The Agreement calls for FSCMG to provide the
following services, without reimbursement from the Company, until
the Company enters into a business combination as described in
Note 1A:

 1.  Preparation and filing of required documents with
     the U.S. Securities and Exchange Commission.

 2.  Location and review of potential target companies.

 3.  Payment of all corporate, organizational, and
     other costs incurred by the Company.

Item 2.  Management's Discussion and Analysis or Plan of
Operations.

The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The
Company files with the U.S. Securities and Exchange Commission
periodic and episodic reports under Rule 13(a) of the Exchange
Act, including quarterly reports on Form 10-QSB and annual reports
Form 10-KSB.

The Company was formed to engage in a merger with or acquisition
of an unidentified foreign or domestic private company which
desires to become a reporting company whose securities have been
registered under the Exchange Act.  The Company may be deemed to
meet the definition of a "blank check" company contained in
Section (7)(b)(3) of the Securities Act of 1933, as amended.

Management believes that there are perceived benefits to being a
reporting company which may be attractive to foreign and domestic
private companies.

These benefits are commonly thought to include

(1) the ability to use securities to make acquisition of assets
    or businesses;

(2) increased visibility in the financial community;

(3) the facilitation of borrowing from financial institutions;

(4) improved trading efficiency;

(5) the potential for shareholder liquidity;

(6) greater ease in subsequently raising capital;

(7) compensation of key employees through options for stock for
    which there may be a public market;

(8) enhanced corporate image; and,

(9) a presence in the United States capital market.

A private company which may be interested in a business combination
with the Company may include

(1) a company for which a primary purpose of becoming a reporting
    company is the use of its securities for the acquisition of
    assets or businesses;

(2) a company which is unable to find an underwriter of its
    securities or is unable to find an underwriter of securities on
    terms acceptable to it;

(3) a company which wishes to become a reporting company with less
    dilution of its common stock than would occur normally upon an
    underwriting;

(4) a company which believes that it will be able obtain investment
    capital on more favorable terms after it has become a reporting
    company;

(5) a foreign company which may wish an initial entry into the
    United States securities market;

(6) a company seeking one or more of the other benefits believed to
    attach to a reporting company.

The Company is authorized to enter into a definitive agreement with
a wide variety of private businesses without limitation as to their
industry or revenues.  It is not possible at this time to predict
which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.

As of the date hereof, management has not made any final decision
concerning or entered into any final agreements for a business
combination.  When any such final agreement is effected the Company
will file notice of such agreement or fact with the Securities and
Exchange Commission on Form 8-K.  Persons reading this Form 10-QSB
are advised to see if the Company has subsequently filed a Form 8-K.

The Company does not intend to trade its securities in the secondary
market until completion of a business combination.  It is anticipated
that following such occurrence the Company will take the steps
required to cause its common stock to be admitted to quotation on the
NASD OTC Bulletin Board or, if it then meets the financial and other
requirements thereof, on the Nasdaq SmallCap Market, National Market
System or regional or national exchange.

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.

Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults upon Senior Securities

Not applicable.

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

Not applicable.

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

     --  EX-27 Financial Data Schedule (For SEC purposes only).

     --  Certificate of Incorporation filed as an exhibit to the
Company's registration statement on Form 10-SB filed on May 10, 2000
and is incorporated herein by reference.

     --  By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB filed on May 10, 2000 which is incorporated
herein by reference.

     --  Lock up agreement filed as an exhibit to the Company's
registration statement on Form 10-SB filed on May 10, 2000 which is
incorporated herein by reference.

     --  Agreement with FS Capital Markets Group Inc. filed as an
exhibit to the Company's registration statement on Form 10-SB filed
on May 10, 2000 which is incorporated herein by reference.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed by the Company during the
quarter.



                           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.



                              FIRST PHILADELPHIA CAPITAL CORP.




                              By: /s/ Michael C.W. Tay
                              ---------------------------
                              Michael C.W. Tay, President

Dated: July 24, 2000