**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q/A**

 

**Amendment No. 1**

 

**(Mark One)**

 

**ý****                                ****QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

 

**For thequarterly period ended June 30, 2005**

 

**o****                                ****TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

 

**For thetransition period from          to          **

 

**Commission File Number:****000-50938**

 

**Fieldstone Investment Corporation**

(Exact name of registrant asspecified in its charter)

 

| **Maryland**                                                          | ** ** | **74-2874689**                             |
|-----------------------------------------------------------------------|------------|--------------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |       | (I.R.S. Employer  Identification No.) |
|                                                                  |       |                                       |
| **11000  Broken Land Parkway**                                        |       |                                       |
| **Columbia,  MD**                                                     | ** ** | **21044**                                  |
| (Address of Principal  Executive Offices)                             |       | (Zip Code)                                 |

 
| **410-772-7200**                                           |
|------------------------------------------------------------|
| (Registrant’s Telephone  Number, Including Area Code) |

 

**NotApplicable**

(Formername, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

 

YES ý    NO o

 

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

 

YES o    NO ý

 

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

 

YES o    NO ý

 

Indicate the number of shares outstanding of each ofthe issuer’s classes of common stock, as of the latest practicable date.

 

OnAugust 12, 2005, the issuer had 48,835,876 shares of common stock outstanding.

 

 

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**EXPLANATORYNOTE**

 

Fieldstone InvestmentCorporation (“Fieldstone”) is filing this Form 10-Q/A as Amendment No. 1to its Quarterly Report on Form 10-Q for the period ended June 30,2005 that was filed with the Securities and Exchange Commission on August 12,2005 solely for the purpose of disclosing the amendment and restatement to the Parametersof Awards of Stock Options and Restricted Shares, which was not disclosed in a Form 8-Kprior to the original filing of the Form 10-Q. Pursuant to Rule 12b-15of the Securities Exchange Act of 1934, as amended, this Form 10-Q/Aincludes the entire text of Part II – Item 5 and Item 6 (Exhibits).

 

**PART II – OTHERINFORMATION**

 

**Item 5.    OtherInformation**

 

OnJune 22, 2005, the Board of Directors of Fieldstone approved and adoptedthe Amended and Restated Parameters of Awards of Stock Options and RestrictedShares, attached as Exhibit 10.1 and incorporated herein by reference,which shall be in effect for all awards under the Fieldstone Equity IncentivePlan. The CompensationCommittee granted the following performance shares to the 2004 Named ExecutiveOfficers: Michael Sonnenfeld, 18,000 shares; Walter Buczynski, 5,000 shares;John Kendall 5,000 shares; and John Camp, 5,000 shares in accordance thereofand with the form of performance share agreement previously filed.

 

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

 

The exhibits required by this Item are set forth onthe Exhibit Index attached hereto.

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                      | FIELDSTONE INVESTMENT CORPORATION  (registrant) |
|---------------------------|------------------------------------------------------|
|                      |                                                 |   |
|                      |                                                 |   |
| Date: April 14, 2006 | By:                                                  | /s/ Michael J. Sonnenfeld |   |
|                      |                                                 | Michael J. Sonnenfeld |
| * *                  |                                                 | *President and Chief Executive  Officer* |

 

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**EXHIBIT INDEX**

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                    |
|---------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                                                               |
| 10.1                |       | Amended and Restated Parameters of Awards of Stock  Options and Restricted Shares (filed herewith)                                                                                                                 |
| 31.1                |       | Certification of Chief Executive Officer Pursuant  to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed  herewith) |
| 31.2                |       | Certification of Chief Financial Officer Pursuant  to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed  herewith) |
| 32.1(1)             |       | Certification of Chief Executive Officer and Chief  Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002                           |

 

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(1)             Incorporatedby reference to the registrant’s Form 10-Q filed with the SEC on August 12,2005.

 

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