UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549





FORM 10-Q/A


Amendment No. 1


(Mark
One)


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





For
the quarterly period ended March 31, 2020





☐
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: 001-13387








AeroCentury Corp.


(Exact
Name of Registrant as Specified in Its Charter)





Delaware

94-3263974(State
or Other Jurisdiction of Incorporation or
Organization)

(I.R.S.
Employer Identification No.)








1440 Chapin Avenue, Suite 310


Burlingame, California 94010


(Address
of Principal Executive Offices)





(650) 340-1888


(Registrant’s
Telephone Number Including Area Code)





None


(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)





Securities
registered pursuant to Section 12(b) of the Act:





Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registeredCommon
Stock
ACY
NYSE
American





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 ☒ No ☐





Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).


Yes ☒ No ☐





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.





Large accelerated
filer ☐  Accelerated filer
☐


Non-accelerated
filer ☒  Smaller reporting
company ☒


Emerging growth
company ☐





If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐





Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).


Yes ☐ No ☒





The number of shares of the registrant’s
common stock outstanding as of June 3, 2020 was
1,545,884











EXPLANATORY
NOTE





The registrant is filing this Amendment No.
1 ("Amendment") on Form 10-Q/A (Form 10-Q/A”) to its
Quarterly Report for the quarter ended March 31, 2020 as filed with
the Securities and Exchange Commission on June 4, 2020 (the
“Original Filing”). This Form 10-Q/A is being
provided for the sole purpose of furnishing the disclosure
regarding reliance on the SEC’s Order regarding a COVID-19
related filing extension, as discussed below, which was
inadvertently omitted from the Original Filing and no other changes
have been made to the Original
Filing.





This Form 10-Q/A contains only the cover
page, explanatory note, the exhibit index, signature page and the
revised certifications. This Amendment speaks as of the filing date
of the Original Filing and does not reflect events that may have
occurred subsequent to that original filing date, and does not
modify or update in any way disclosure made in the Original
Filing.  No attempt has been made in this Form 10-Q/A to
modify or update the disclosures presented in the Original
Filing.





In addition, as required by Rule 12b-15
promulgated under the Securities Exchange Act of 1934, as amended,
as a result of this Amendment, the certifications from our Chief
Executive Officer and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed as exhibits to
the Original Filing, have been re-executed and re-filed (or
re-furnished, as applicable) as of the date of this Amendment and
are included as Exhibits 31.1, 31.2 , 32.1 and 32.2
hereto.














COVID-19 RELIANCE ON SEC ORDER





On March 4, 2020, the U.S. Securities
and Exchange Commission (the “SEC”) issued an order
(Release No.34-88318) under
Section 36 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), granting exemptions from
specified provisions of the Exchange Act and certain rules
thereunder. On March 25, 2020, the order was modified and
superseded by a new SEC order (Release No.34-88465)
(the “SEC Order”), which provides conditional relief to
public companies that are unable to timely comply with their filing
obligations as a result of the novel coronavirus
(“COVID-19”) outbreak.





On May 4, 2020, AeroCentury Corp. (the
“Company,” “we,” or “our”)
filed a Form 8-K announcing its reliance on the SEC Order with
respect to the filing of this Form 10-Q for the quarter ended
March 31, 2020 (the “Quarterly Report”) due to
circumstances related to the COVID-19 outbreak. The
Company has relied on the SEC Order to extend the filing date of
our Quarterly Report. In particular, the following factors relating
to the COVID-19 pandemic and the government shelter-in-place
restrictions imposed beginning in early March and continuing
through the end of May by state and local authorities where the
Company's offices are located delayed the Company’s ability
to complete its review and prepare the Quarterly Report by the
initial May 15, 2020 deadline:





● Inability
for work groups to interact efficiently and in close proximity due
to shelter-in-home rules imposed by government
authorities;


● Inability to use of technology systems and office
administrative systems efficiently and consistently due to the lack
of presence of support staff in the Company's
offices;


● Delayed
correspondence and lengthened expected response times between the
Company and its professional
advisors;




● Difficulty
in timely gaining access to accounting records (e.g.,
for preparation and review of records needed to close books for the
period);


● The need to perform additional analyses and
procedures regarding cash flow as a result of COVID-19's effect on
our lessees;


● Uncertainty
regarding the amendment of the Company's credit facility debt,
which was delayed as a result of COVID-19;
and


● Inability
to timely obtain accurate updated aircraft appraisals necessary to
measure potential asset impairments due to the rapidly changing
market for aircraft assets and delayed response times from industry
appraisers affected by shelter-in-place
restrictions.








Item 6.  Exhibits.





Exhibit
Number
Description31.1
Certification of
Michael G. Magnusson, Chief Executive Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
Certification of
Harold M. Lyons, Chief Financial Officer, pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1*
Certification of
Michael G. Magnusson, Chief Executive Officer, pursuant to Section
906 of the Sarbanes-Oxley Act of 200232.2*
Certification of
Harold M. Lyons, Chief Financial Officer, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002





* These
certificates are furnished to, but shall not be deemed to be filed
with, the SEC.














SIGNATURES





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








AEROCENTURY
CORP.Date:
June 22, 2020
By:
/s/
Harold M. LyonsName:
Harold M. LyonsTitle:
Senior Vice President-Finance andChief
Financial Officer