SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 0R 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended  March 31, 2002                  Commission File Number 0-1437


                    THE FIRST REPUBLIC CORPORATION OF AMERICA
             (Exact name of registrant as specified in its charter)


          DELAWARE                                               13-1938454
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


      302 Fifth Avenue, New York, NY                             10001
(Address of principal executive office)                       (Zip Code)


        Registrant's telephone number, including area code (212) 279-6100



Former name, former address and former fiscal year, if changed since last
report:


Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Sections 13 and 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days:
                                                Yes |X|         No |_|


As of May 14, 2002, there were 667,645 shares of common stock outstanding.


                                       1
<PAGE>

                          PART 1. FINANCIAL INFORMATION

                    THE FIRST REPUBLIC CORPORATION OF AMERICA

                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              March 31,      June 30,
                                                                2002           2001
                                                                ----           ----
                                                            (UNAUDITED)  (SEE NOTE BELOW)
<S>                                                         <C>            <C>
Assets
------

Current Assets
            Cash and Cash Equivalents                       $  1,954,078   $  5,169,899
            Accounts Receivable                                8,173,160      6,930,795
            Inventories (Note 2)                               8,440,144     10,606,156
            Other Current Assets                               5,016,709      4,403,500
                                                            ------------   ------------
                              Total Current Assets            23,584,091     27,110,350
                                                            ------------   ------------

Property, Plant and Equipment                                 73,644,941     75,240,763
                     Less:  Accumulated Depreciation          32,525,267     31,012,694
                                                            ------------   ------------
                        Net Property, Plant and Equipment     41,119,674     44,228,069
                                                            ------------   ------------

Investments in and Advances to Affiliated Entities            15,592,357     14,998,052

Other Assets                                                  18,865,764     18,295,656
                                                            ------------   ------------
TOTAL ASSETS                                                $ 99,161,886   $104,632,127
                                                            ============   ============

Liabilities and Stockholders' Equity

Current Liabilities                                         $  5,944,262   $  7,830,403
                                                            ------------   ------------
Long-Term Debt                                                24,674,261     25,720,743
                                                            ------------   ------------
Other Liabilities                                              1,360,679      1,936,405
                                                            ------------   ------------

Stockholders' Equity:
               Common Stock                                    1,175,261      1,175,261
               Other Stockholders' Equity                     66,007,423     67,969,315
                                                            ------------   ------------
                        Total Stockholders' Equity            67,182,684     69,144,576
                                                            ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 99,161,886   $104,632,127
                                                            ------------   ------------
</TABLE>

NOTE: The balance sheet at June 30, 2001 has been derived from the audited
      financial statements at that date and condensed.

       SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       2
<PAGE>

                    THE FIRST REPUBLIC CORPORATION OF AMERICA
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                        Nine months ended              Three months ended
                                                                            March 31,                       March 31,
                                                                      2002            2001            2002            2001
                                                                      ----            ----            ----            ----
<S>                                                               <C>             <C>             <C>             <C>
Revenues
       Sales-Textile and Seafood                                  $ 29,873,154    $ 34,321,485    $ 10,318,483    $ 11,233,877
       Real Estate and Hotel Operations                             15,805,277      16,682,721       5,123,948       5,006,878
       Other                                                         1,178,852       1,417,178         164,597         538,600
                                                                  ------------    ------------    ------------    ------------
             Total Revenues                                         46,857,283      52,421,384      15,607,028      16,779,355
                                                                  ------------    ------------    ------------    ------------
 Expenses
       Cost of Sales - textile and seafood                          29,964,214      33,218,183      10,152,387      10,920,525
       Operating-real estate and hotel                               7,528,265       8,978,346       2,507,410       3,221,899
       Selling, general & administrative                             5,698,145       6,150,064       1,892,245       2,040,483
       Depreciation and amortization                                 3,180,769       3,147,511       1,031,205       1,060,932
       Real estate taxes                                             1,385,314       1,490,685         427,342         497,714
       Interest                                                      1,611,478       1,886,812         498,582         557,439
       Minority interests' share of loss of subsidiaries            (1,419,337)     (1,165,601)       (576,762)       (366,000)
                                                                  ------------    ------------    ------------    ------------
            Total Expenses                                          47,948,848      53,706,000      15,932,409      17,932,992
                                                                  ------------    ------------    ------------    ------------

       Loss before income taxes and
         equity in loss of affiliated entities and gain on sale     (1,091,565)     (1,284,616)       (325,381)     (1,153,637)
       Equity in loss of affiliated entities                          (703,644)       (542,450)       (489,544)       (106,635)
       Gain on sale of real estate - Note 7                            177,855      18,629,597              --              --
        Income taxes - Note 3                                         (300,000)       (711,000)       (100,000)         (3,000)
                                                                  ------------    ------------    ------------    ------------
           Net (Loss) Income                                      $ (1,917,354)   $ 16,091,531    $   (914,925)   $ (1,263,272)
                                                                  ============    ============    ============    ============
        (Loss) Income per share:
                Net (Loss) Income - basic and diluted             $      (2.87)   $      24.04    $      (1.37)   $      (1.89)
                                                                  ============    ============    ============    ============
Weighted Average shares outstanding:
                 Basic and diluted - Note 4                            668,240         669,268         667,819         669,049
</TABLE>

       SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>

                    THE FIRST REPUBLIC CORPORATION OF AMERICA
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 Nine months ended
                                                                     March 31,

                                                                2002            2001
                                                                ----            ----
<S>                                                         <C>             <C>
OPERATING ACTIVITIES
     Net (Loss) Income                                      $ (1,917,354)   $ 16,091,531
          Adjustments to Reconcile Net (Loss) Income to
          Cash Used in Operating Activities:
               Gain on Sale of Real Estate                      (177,855)    (18,629,597)
               Depreciation and Amortization                   3,180,769       3,147,511
               Minority Interests' Share of Loss in
                 Subsidiaries                                 (1,419,337)     (1,165,601)
     Changes in Operating Assets and Liabilities:
              Increase in Accounts Receivables                (1,242,365)       (777,702)
              Decrease (Increase) in Inventories               2,166,012      (5,168,056)
              Increase in Other Current Assets                  (613,209)       (793,848)
              (Decrease) Increase in Current Liabilities      (1,886,144)      1,902,971
              Decrease in Other Liabilities                     (575,726)       (785,391)
                                                            ------------    ------------
         NET CASH USED IN OPERATIONS                          (2,485,206)     (6,178,182)
                                                            ------------    ------------

INVESTING ACTIVITIES
  Purchase of Property, Plant and Equipment                   (1,515,238)     (3,177,261)
  Investment in and Advances to Affiliated Entities - Net        254,924         930,257
  Proceeds from Sale of Real Estate                            1,620,719      20,050,000
                                                            ------------    ------------
 NET CASH PROVIDED BY INVESTING ACTIVITIES                       360,405      17,802,996
                                                            ------------    ------------
FINANCING ACTIVITIES
Payments on Mortgages and Notes Payable to Bank               (1,046,482)       (988,617)
Other Financing Activities                                       (44,538)     (9,550,000)
                                                            ------------    ------------
NET CASH USED IN FINANCING ACTIVITIES                         (1,091,020)    (10,538,617)
                                                            ------------    ------------
(DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                (3,215,821)      1,086,197
Cash and Cash Equivalents at Beginning of Period               5,169,899       2,302,713
                                                            ------------    ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $  1,954,078    $  3,388,910
                                                            ============    ============
Supplemental Cash Flow Information
 Cash paid for interest                                     $  1,613,682    $  1,925,616
                                                            ============    ============
 Cash paid for taxes                                        $  1,259,427    $    378,211
                                                            ============    ============
</TABLE>

       SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       4
<PAGE>

                    THE FIRST REPUBLIC CORPORATION OF AMERICA
                                AND SUBSIDIARIES
         NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
nine month period ended March 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended June 30, 2002. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
June 30, 2001.

2.    INVENTORIES

                            March  31,              June 30,
                               2002                   2001
                               ----                   ----
Work-in process and
  raw materials            $  1,505,267           $  1,938,535
Finished goods                6,934,877              8,667,621
                           ------------           ------------
                           $  8,440,144           $ 10,606,156
                           ------------           ------------

3.    INCOME TAXES

                                                     Nine Months Ended
                                                          March  31,
                                                   2002              2001
                                                   ----              ----
Federal                                          $      --        $ 400,000
State                                              300,000          311,000
                                                 ---------        ---------
                                                 $ 300,000        $ 711,000
                                                 ---------        ---------

4.    EARNINGS PER SHARE

Earnings per share are based upon the weighted average shares outstanding and
the Company does not have any dilutive securities.

5.    INDUSTRY SEGMENTS

                                Nine months ended
                                   March 31,
                               2002          2001
                               ----          ----
Revenues:
      Real Estate           $11,167,334   $11,914,244
      Hotel                   4,637,943     4,768,477
      Seafood                22,064,067    24,787,936
      Textile                 7,809,087     9,533,549
      Corporate and Other     1,178,852     1,417,178
                            -----------   -----------
                            $46,857,283   $52,421,384
                            ===========   ===========


                                       5
<PAGE>

                    THE FIRST REPUBLIC CORPORATION OF AMERICA
                                AND SUBSIDIARIES
         NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                March  31,
                           2002           2001
                           ----           ----
Identifiable Assets:
      Real Estate      $ 31,936,083   $ 33,862,671
      Hotel               4,620,323      5,549,173
      Seafood            30,773,952     35,528,636
      Textile             8,832,176     10,134,965
      Corporate          22,999,352     21,298,333
                       ------------   ------------
                       $ 99,161,886   $106,373,778
                       ============   ============

Results of operations are shown in Management's Discussion and Analysis of
Financial Condition and Results of Operations.

6.    RECENT ACCOUNTING PRONOUNCEMENTS

Business Combinations

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141, Business Combinations. Statement No. 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. Use of the pooling-of-interests method is no longer permitted.
Statement No. 141 also includes guidance on the initial recognition and
measurement of goodwill and other intangible assets acquired in a business
combination that is completed after June 30, 2001. Management does not
anticipate that the adoption of this statement will have a significant effect on
the results of operations or the financial position of the Company.

Goodwill and Other Intangible Assets

In June 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible
Assets. Statement No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under certain conditions) for impairment in
accordance with this statement. This impairment test uses a fair value approach
rather than the undiscounted cash flows approach previously required by
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long- Lived Assets to be Disposed of (as amended by Statement No. 144).
Amortization of goodwill will also no longer be recorded upon adoption of the
new rules. Intangible assets that do not have indefinite lives will continue to
be amortized over their useful lives and reviewed for impairment in accordance
with Statement No. 121 (as amended by Statement No. 144). The Company is
required to adopt Statement No. 142 on July 1, 2002. Management does not
anticipate that the adoption of this statement will have a significant effect on
the results of operations or the financial position of the Company.


                                       6
<PAGE>

                    THE FIRST REPUBLIC CORPORATION OF AMERICA
                                AND SUBSIDIARIES
         NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                    CONTINUED

Impairment of Long-Lived Assets

In October 2001, the FASB issued Statement No. 144, Accounting for the
Impairment or Disposal of Long- Lived Assets. Statement No. 144 provides
accounting guidance for financial accounting and reporting for the impairment or
disposal of long-lived assets. Statement No. 144 supersedes Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of. It also supersedes the accounting and reporting provisions of
APB Opinion No. 30, Reporting the Results of Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions related to the disposal of a
segment of a business. Statement No. 144 is effective for fiscal years beginning
after December 15, 2001. Management does not anticipate that its adoption will
have a material effect on the financial position or results of operations of the
Company.

7.    GAIN ON SALE OF REAL ESTATE

On October 31, 2001 the Company sold the land it owned in Melbourne, Florida for
$1,775,000. The Company recognized a gain of approximately $178,000 and received
net proceeds of approximately $1,621,000.

On October 4, 2000 the Company sold its office building on West 39th Street in
New York City for $20,800,000. The Company recognized a gain of approximately
$18,630,000 and received net proceeds of approximately $20,050,000. The Company
used $9,688,000 of proceeds to repay its indebtedness to related parties.


                                       7
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                 (IN THOUSANDS)

Liquidity and Capital Resources

Working capital for the nine months ended March 31, 2002 decreased by
approximately $1,640 to $17,640. Net cash used in operating activities was
approximately $2,485. Net cash used in financing activities was approximately
$1,091. Net cash of approximately $360 was provided by investing activities.

The Company's credit agreement with its principal lender provides for a $9,000
term loan with an interest rate of 7.5% per annum and a $3,000 revolving line of
credit with an interest rate equal to either (a) LIBOR plus 2% or, (b) the
Alternate Base Rate (as defined) plus 0.50%. These loans are also collateralized
by a mortgage on the East Newark Industrial Center. The term loan requires
amortization payments of $359 per annum. Both loans mature on October 21, 2002
and the Company has entered into negotiations to renew the term loan for five
years and the revolving line of credit for three years. Accordingly, such loans
are not reflected in current liabilities. At March 31, 2002 the term loan
balance was $7,445 and nothing was outstanding under the revolving line of
credit.


                                       8
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS - CONTINUED
                                 (IN THOUSANDS)

Results of Operations

      Nine months ended March 31, 2002 and 2001

Loss from operations before income taxes, gain on sale of real estate and
minority interests increased $222. The components are as follows

                                   (Decrease)
                2002       2001     Increase
                ----       ----     --------

Real Estate   $ 3,365    $ 2,793    $   572
Hotel             144        206        (62)
Seafood        (3,829)    (3,277)      (552)
Textiles         (178)        10       (188)
Corporate      (2,717)    (2,725)         8
              -------    -------    -------
              $(3,215)   $(2,993)   $  (222)
              -------    -------    -------

REAL ESTATE

      Revenues decreased $747 primarily as a result of the sale of the Company's
office building on West 39th Street in New York City on October 4, 2000. The
decrease in revenues was offset by small increases in profits at most of our
other properties, a reduction in repairs and maintenance of $535 at our Nyanza
Building, and, due to the mild winter, an overall savings of $388 in fuel costs
and $150 in snow removal costs.

HOTEL

      Revenues decreased $131 over last year. Hotel earnings decreased $62 as a
result of the lower revenues.

SEAFOOD

      Revenues decreased $2,724 in the current period primarily due to the
declining economy and the terrorist attack on the World Trade Center which
caused a disruption in sales. Losses continued in the seafood division due
primarily to curtailed production at the Company's clam operation, continuing
losses in Ecuador due to lower than anticipated shrimp production and losses on
imported scallops at our Florida operation caused by a drop in domestic scallop
prices. Losses in Ecuador were $2,498 this year as compared to last years loss
of $1,984 due principally to the continuation of the White Spot Virus in Ecuador
that has decimated that country's shrimp production. The Company is continuing
to attempt to combat White Spot Virus with its Tolerine product, and by
micro-screening the water, purchasing hardier larvae and using its patented
ozone system. While there has been some improvement in productivity, substantial
losses are continuing. Scallop operations in Florida lost $988 as compared to a
loss last year of $1,150. Bluepoints Long Island operations had a loss of $343
as compared to a loss of $143 last year. Due to continuing losses in its
clamming operations in Long Island, the company will be discontinuing this
operation and has entered into a contract of sale for the five acres of land
containing 22,500 square feet of space in two buildings located thereon owned by
Bluepoints.


                                       9
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS - CONTINUED
                                 (IN THOUSANDS)

TEXTILES

      Hanora Spinning's earnings increased $79 to $464. Hanora South and J & M
Dyers recognized a combined loss of $543 compared to last years loss of $259 due
to costs incurred in closing down our yarn spinning plant in Lake City, South
Carolina in September 2001. The plant discontinued operations and was sold in
January 2002 for $615,000, the approximate book value of the land and building.
The Company received $150 in cash and the balance of $465 pursuant to a mortgage
note payable which will be received in 59 equal monthly installments of $4 with
a balloon payment of $369 due on February 10, 2007 and bears interest at the
rate of 7 3/4% per annum. Whitlock Combing incurred a loss of $99 in the current
period as compared to a loss of $116 last year relating to its property in South
Carolina which is being offered for sale. Overall, textile revenues decreased
$1,724.

CORPORATE/OTHER

      Corporate expenses, including interest on the Company's term loan and
revolving line of credit, decreased by $8.


                                       10
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS - CONTINUED
                                 (IN THOUSANDS)

Results of Operations

      Three months ended March 31, 2002 and 2001

Loss from operations before income taxes and minority interests decreased $235.
The components are as follows:

                                     (Decrease)
                2002        2001      Increase
                ----        ----      --------

Real Estate   $  1,092    $    399    $    693
Hotel               (4)       (156)        152
Seafood         (1,567)     (1,155)       (412)
Textiles           155          63          92
Corporate       (1,068)       (778)       (290)
              --------    --------    --------
              $ (1,392)   $ (1,627)   $    235
              --------    --------    --------

REAL ESTATE

      Revenues increased $18. Earnings increased as a result of lower repairs
and maintenance at the Nyanza Building ($90) and at East Newark ($237). Due to
the mild winter and lack of snow, fuel and snow removal costs decreased by $356.

HOTEL

      Revenues increased $99 over last year. Hotel earnings increased $152 as a
result of the higher revenues and lower costs.

SEAFOOD

      Revenues decreased $224 in the current period primarily due to the
declining economy. Losses are continuing in the seafood division due primarily
to curtailed production at the Company's clam operation, the lack of scallops in
Florida and continuing losses in Ecuador due to lower than anticipated shrimp
production. Losses in Ecuador were $1,079 this quarter as compared to last years
loss of $558. Scallop operations in Florida lost $234 as compared to a loss last
year of $577. Bluepoints Long Island operations had a loss of $254 as compared
to a loss last year of $20.

TEXTILES

      Hanora Spinning's earnings increased $82 for the quarter over the prior
year. Hanora South and J & M Dyers recognized a combined loss of $40 compared to
last years combined loss of $33 due to ongoing costs associated with the closing
of the spinning plant in Lake City, South Carolina. Whitlock Combing incurred a
loss of $25 in the current period as compared to a loss of $42 last year
relating to its property in South Carolina which is being offered for sale.
Overall, textile revenues decreased $691.

CORPORATE/OTHER

      Corporate expenses, including interest on the Company's term loan and
revolving line of credit, increased by $290.


                                       11
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS - CONTINUED
                                 (IN THOUSANDS)

RECENT ACCOUNTING PRONOUNCEMENTS

Business Combinations

In June 2001, the FASB issued Statement No. 141, Business Combinations.
Statement No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method is no longer permitted. Statement No. 141 also
includes guidance on the initial recognition and measurement of goodwill and
other intangible assets acquired in a business combination that is completed
after June 30, 2001. Management does not anticipate that the adoption of this
statement will have a significant effect on the results of operations or the
financial position of the Company.

Goodwill and Other Intangible Assets

In June 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible
Assets. Statement No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under certain conditions) for impairment in
accordance with this statement. This impairment test uses a fair value approach
rather than the undiscounted cash flows approach previously required by
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long- Lived Assets to be Disposed of (as amended by Statement No. 144).
Amortization of goodwill will also no longer be recorded upon adoption of the
new rules. Intangible assets that do not have indefinite lives will continue to
be amortized over their useful lives and reviewed for impairment in accordance
with Statement No. 121 (as amended by Statement No. 144). The Company is
required to adopt Statement No. 142 on July1, 2002. Management does not
anticipate that the adoption of this statement will have a significant effect on
the results of operations or the financial position of the Company.

Impairment of Long-Lived Assets

In October 2001, the FASB issued Statement No. 144, Accounting for the
Impairment or Disposal of Long- Lived Assets. Statement No. 144 provides
accounting guidance for financial accounting and reporting for the impairment or
disposal of long-lived assets Statement No. 144 supersedes Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of. It also supersedes the accounting and reporting of APB Opinion
No. 50 "Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" related to the disposal of a segment of a
business. Statement No. 144 is effective for fiscal years beginning after
December 15, 2001. Management does not anticipate that its adoption will have a
material effect on the financial position or results of operations of the
Company.


                                       12
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS - CONTINUED
                                 (IN THOUSANDS)

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of financial condition and results of
operations is based upon the Company's consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of these financial
statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. The Company
bases its estimates on historical experience and assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The Company believes the
following critical accounting policies affect its significant judgments and
estimates used in the preparation of its consolidated financial statements.

Valuation of Property Held for Use and Sale

On a quarterly basis, the Company reviews the carrying value of both properties
held for use and for sale. The Company records impairment losses and reduces the
carrying value of properties when indicators of impairment are present and the
expected undiscounted cash flows related to those properties are less than their
carrying amounts. In cases where the Company reduces its carrying cost to fair
value, and for properties held for sale, the Company reduces its carrying value
to the fair value less costs to sell. Management does not believe that the value
of the properties held for sale or properties in use are impaired as of March
31, 2002.

Valuation of Investments in and Advances to Affiliated Entities

On a quarterly basis, the Company reviews the carrying value of the investments
in and advances to affiliated entities. Although the seafood operations of the
Company (particularly the Ecuadorian seafood operations) continue to generate
operating losses management believes that the investments that it is currently
making will return the operations to profitability. If the Company is
unsuccessful in its efforts, an impairment write-down, which may be material,
will be required. Management does not believe that the carrying amount of the
investments in and advances to affiliated entities a


                                       13
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS - CONTINUED
                                 (IN THOUSANDS)

FORWARD-LOOKING STATEMENTS

Certain statements made in this report may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21B of the Securities Act of 1934, as amended. Such
forward-looking statements include statements regarding the intent, belief or
current expectations of the Company and its management and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things, the
following: the ability of the Company to increase production at its Ecuadorian
shrimp farms and to address the virus problem that is affecting shrimp
production in Ecuador, the availability of scallops in the area covered by the
Company's Cape Canaveral, Florida operations, the success of the Company's
Mariculture System, Tolerine product and micro-screening efforts, demand for the
Company's textile services, and general economic and business conditions, which
will, among other things, affect the demand for space and rooms at the Company's
real estate and hotel properties, the availability and creditworthiness of
prospective tenants, lease rents and terms and availability of financing; and
adverse changes in the real estate markets, including, among other things,
competition with other companies, risk of real estate development and
acquisition, governmental actions and initiatives and environmental safety
requirements.


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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 5. Other Information

As a result of continuing losses, the Company has decided to discontinue its
Bluepoints clamming operations in Long Island. In that connection, on February
16, 2002 Bluepoints entered into a contract to sell two buildings containing
approximately 22,500 square feet of space and five acres of land on which they
are located for $1,600,000, which is in excess of its carrying cost. Closing of
the sale is subject to various contingencies and there can be no assurance that
the sale will be consummated.

ITEM 6. Exhibits and Reports on Form 8-K.

      None



                                   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.


                    THE FIRST REPUBLIC CORPORATION OF AMERICA
                                   Registrant


Date:    May 23, 2002                   /s/ Harry Bergman
                                        ----------------------------------------
                                            Harry Bergman
                                            President and Treasurer


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