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 September 30, 1999               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 November 29, 1999, there were 669,987 shares of common stock outstanding.


                                       1
<PAGE>

                          PART I. FINANCIAL INFORMATION

                    THE FIRST REPUBLIC CORPORATION OF AMERICA

                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   September 30,       June 30,
                                                       1999             1999
                                                    -----------      -----------
                                                    (UNAUDITED)      (SEE NOTE
                                                                       BELOW)
Assets

Current Assets
  Cash and Cash Equivalents                         $ 1,863,279      $ 1,506,113
  Accounts Receivable                                 5,199,171        4,467,651
  Inventories (Note 2)                                7,214,706        5,293,998
  Other Current Assets                                2,808,321        2,977,603
                                                    -----------      -----------

    Total Current Assets                             17,085,477       14,245,365
                                                    -----------      -----------

Property, Plant and Equipment                        85,921,156       85,586,539
    Less: Accumulated Depreciation                   33,793,338       33,253,658
                                                    -----------      -----------
          Net Property, Plant and Equipment          52,127,818       52,332,881
                                                    -----------      -----------

Other Assets                                         30,372,173       29,977,835
                                                    -----------      -----------

TOTAL ASSETS                                        $99,585,468      $96,556,081
                                                    ===========      ===========

Liabilities and Stockholders' Equity

Current Liabilities - Note 6                        $12,552,320      $ 9,355,949
                                                    -----------      -----------

Long-Term Debt                                       30,192,773       29,818,421
                                                    -----------      -----------

Other Liabilities                                     2,348,978        2,502,169
                                                    -----------      -----------

Stockholders' Equity:
  Common Stock                                        1,175,261        1,175,261
  Other Stockholders' Equity                         53,316,136       53,704,281
                                                    -----------      -----------
    Total Stockholders' Equity                       54,491,397       54,879,542
                                                    -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $99,585,468      $96,556,081
                                                    ===========      ===========

NOTE: The balance sheet at June 30, 1999 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 STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               Three months ended
                                                                  September 30,

                                                             1999               1998
                                                             ----               ----
<S>                                                      <C>                <C>
Revenues
  Sales-Textile and Seafood                              $  7,128,561       $  4,778,584
  Real Estate and Hotel Operations                          5,824,460          5,073,050
  Other                                                       369,170            444,957
                                                         ------------       ------------

    Total Revenues                                         13,322,191         10,296,591
                                                         ------------       ------------

Expenses
  Cost of Sales - textiles and seafood                      6,966,938          4,456,065
  Operating-real estate and hotel                           2,371,625          2,088,240
  Selling, general & administrative                         1,858,371          1,648,217
  Depreciation and amortization                             1,165,799            901,779
  Real estate taxes                                           520,602            509,635
  Interest                                                    744,482            797,388
  Minority interests' share of loss of subsidiaries          (366,625)          (278,046)
                                                         ------------       ------------

    Total Expenses                                         13,261,192         10,123,278
                                                         ------------       ------------

  Income before income taxes and
    equity in loss of affiliated entities                      60,999            173,313
  Equity in loss of affiliated entities                      (382,144)          (271,924)
  Income taxes - Note 3                                       (67,000)          (103,000)
                                                         ------------       ------------

    Net Loss                                             $   (388,145)      $   (201,611)
                                                         ============       ============

  Loss  per share:
    Net Loss - Basic and Diluted                         $       (.58)      $       (.30)
                                                         ============       ============

Average shares outstanding - Basic and Diluted                669,991            670,221
</TABLE>

       SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                       3
<PAGE>

                    THE FIRST REPUBLIC CORPORATION OF AMERICA

                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                     September 30,

                                                                1999              1998
                                                                ----              ----
<S>                                                          <C>               <C>
OPERATING ACTIVITIES
  Net Loss                                                   $  (388,145)      $  (201,611)
    Adjustments to Reconcile Net Loss
    Cash Used by Operating Activities:
      Depreciation and Amortization                            1,165,799           901,779
      Minority Interests' Share of Loss in
        Subsidiaries                                            (366,625)         (278,046)
  Changes in Operating Assets and Liabilities:
      Increase in Accounts and Other Receivables                (562,238)         (321,284)
      Increase in Inventories                                 (1,920,708)         (341,989)
      Increase (Decrease) in Other Assets                        194,887          (954,111)
      Increase in Accounts Payable                               196,371           394,643
      Decrease in Other Liabilities                             (153,191)         (230,680)
                                                             -----------       -----------

        NET CASH USED IN OPERATIONS                           (1,833,850)       (1,031,299)
                                                             -----------       -----------

INVESTING ACTIVITIES
  Purchase of Property, Plant and Equipment                     (960,736)       (2,444,798)
  Investment in and Advances to Affiliated Entities-Net         (222,600)         (226,862)

        NET CASH USED IN INVESTING ACTIVITIES                 (1,183,336)       (2,671,660)
                                                             -----------       -----------

FINANCING ACTIVITIES
  Proceeds from Mortgages and Notes Payable to Banks             670,000         3,185,000
  Payments on Mortgages and Notes Payable to Banks              (295,648)         (294,504)
  Other Financing Activities (Note 6)                          3,000,000              (400)
                                                             -----------       -----------

      NET CASH PROVIDED BY FINANCING ACTIVITIES                3,374,352         2,890,096
                                                             -----------       -----------

  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               357,166          (812,863)
  Cash and Cash Equivalents at Beginning of Period             1,506,113         8,590,167
                                                             -----------       -----------

        CASH AND CASH EQUIVALENTS AT END OF PERIOD           $ 1,863,279       $ 7,777,304
                                                             ===========       ===========
</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

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated balance sheet as of September 30, 1999 and the
consolidated statements of operations and cash flows for the three month periods
ended September 30, 1999 and 1998, have been prepared by the Company, without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1999 and for all periods
presented, have been made.

2. INVENTORIES

                                               September 30,           June 30,
                                                   1999                  1999
                                                ----------            ----------

Work-in process and
  raw materials                                 $1,705,758            $1,913,784
Finished goods                                   5,508,948             3,380,214
                                                ----------            ----------
                                                $7,214,706            $5,293,998
                                                ----------            ----------

3. INCOME TAXES

                                                       Three Months Ended
                                                         September 30,
                                                  1999                    1998
                                                --------                --------

Federal                                         $  5,000                $ 25,000
State                                             62,000                  78,000
                                                --------                --------
                                                $ 67,000                $103,000
                                                --------                --------

4. EARNINGS PER SHARE

Statement No. 128 issued by the Financial Accounting Standards Board and adopted
by the Company in fiscal 1998, had no impact on the earnings per share
calculation of the Company due to the fact that the Company does not have any
dilutive securities.


                                       5
<PAGE>

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

5. INDUSTRY SEGMENTS

                                                      Three months ended
                                                        September 30,

                                                  1999                  1998
                                                  ----                  ----

Revenues:
  Real Estate                                  $ 4,174,460           $ 3,952,050
  Hotel                                          1,650,000             1,121,000
  Seafood                                        4,671,561             1,460,584
  Textile                                        2,457,000             3,318,000
  Corporate and Other                              369,170               444,957
                                               -----------           -----------
                                               $13,322,191           $10,296,591
                                               ===========           ===========

                                                        September 30,

                                                  1999                  1998
                                                  ----                  ----

Identifiable Assets:
  Real Estate                                  $41,815,361           $36,529,804
  Hotel                                          6,374,594             4,822,806
  Seafood                                       24,311,853            18,492,520
  Textile                                        9,702,365            11,141,666
  Corporate                                     17,381,295            19,831,406
                                               -----------           -----------
                                               $99,585,468           $90,818,202
                                               ===========           ===========

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

6. RELATED PARTY TRANSACTION

On August 6, 1999 the Company borrowed $3,000,000 from a related party to
finance Bluepoint's expanded importation and sale of lobster tails. The loan
bears interest at 8% and has no fixed repayment terms or maturity date.


                                       6
<PAGE>

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

Liquidity and Capital Resources

Working capital for the three months ended September 30, 1999 decreased by
approximately $356. Net cash used by operating activities was approximately
$1,834. Net cash provided by financing activities was approximately $3,374. Net
cash of approximately $1,183 was used for 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. The term loan matures on October 21,
2002 and the revolving line of credit matures in October 2000. At September 30,
1999 the term loan balance was $8,342 and $2,000 was outstanding under the
revolving line of credit.

On August 6, 1999 the Company borrowed $3,000 from a related party to finance
Bluepoint's expanded importation and sale of lobster tails. The loan bears
interest at 8% and has no fixed repayment terms or maturity date.

On August 31, 1998, the Company obtained a $4,000 construction loan from a bank
for its property at 260 Merrimac Street in Newburyport, Massachusetts. The loan
was obtained for the purpose of converting the vacant property, formerly
occupied by Towle Manufacturing Company, into commercial space suitable for
rental. Initially $2,685 was borrowed, with $1,315 available to be borrowed when
additional space is rented. An additional $670 was borrowed on August 25, 1999.
The construction loan matures on August 31, 2000. The loan can be converted to a
five year term loan upon completion of construction and the leasing of 75% of
the rentable space in the building. Interest on the construction loan will be at
the bank's prime rate from time to time, or at LIBOR plus 1.6% for one to twelve
month periods, as elected by the Company. The Company will have the option to
elect a fixed rate of interest during the term loan period.


                                       7
<PAGE>

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

Results of Operations

      Three months ended September 30, 1999 and 1998

Income from operations before income taxes and minority interests decreased
$311. The components are as follows:

                                                                      (Decrease)
                                    1999               1998            Increase
                                    ----               ----            --------

Real Estate                        $ 1,548           $ 1,653           $  (105)
Hotel                                  206                64               142
Seafood                             (1,438)             (992)             (446)
Textiles                              (193)              (90)             (103)
Corporate                             (811)           (1,012)              201
                                   -------           -------           -------
                                   $  (688)          $  (377)          $  (311)
                                   -------           -------           -------

REAL ESTATE

      Revenues increased $222 and earnings decreased $105. The earnings decrease
was due to a $180 insurance recovery last year at our Richmond Virginia Shopping
Center which was offset in part by a pre-payment penalty of $100 paid last year
to refinance the mortgage at the Virginia Beach Shopping Center. Operating
profits were substantially the same at all of the other properties. There were
no significant variations in any expense category.

HOTEL

      Revenues increased $529 over last year. A $4,000 renovation project, which
allowed the hotel to operate as a Holiday Inn franchise, was completed in
January 1999. Hotel earnings increased $142 as a result of the higher revenues.

SEAFOOD

      Revenues increased $3,211 in the current period due primarily to the sale
of lobster tails, a new venture for the Company that started in October 1998.
Losses are continuing in the seafood division due primarily to curtailed
production at the Company's clam operation, and continuing losses in Ecuador due
to lower than anticipated shrimp production. Losses in Ecuador were $633 this
year as compared to last year's loss of $387 due principally to the onset of a
virus in Ecuador that has decimated that country's shrimp production. Scallop
operations in Florida lost $495 as compared to a loss last year of $451 due to
lack of availability of product.


                                       8
<PAGE>

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

TEXTILES

      Hanora Spinning's earnings decreased $72 to $19 for the quarter due to
lower revenues. Hanora South and J & M Dyers recognized a combined loss of $190
compared to last year's loss of $152 due to lower revenues. Whitlock Combing
incurred a loss of $22 in the current period as compared to a loss of $29 last
year relating to its property in South Carolina which is being offered for sale.
Overall, textile revenues decreased $861.

CORPORATE/OTHER

      Corporate expenses including interest on the Company's term loan and
revolving line of credit decreased by $201 due substantially to higher
professional fees incurred last year.

YEAR 2000 COMPLIANCE

      The year 2000 ("Y2K") issue refers generally to computer applications
using only the last two digits to refer to a year rather than all four digits.
As a result, these applications could fail or create erroneous results if they
recognize "00" as the year 1900 rather than the year 2000. The Company has taken
Y2K initiatives in three general areas which represent the areas that could have
an impact on the Company: information technology systems, non-information
technology systems and third party issues. The following is a summary of these
initiatives:

Information Technology: The Company has focused its efforts on the high-risk
areas of the corporate office computer hardware, operating systems and software
applications. The Company completed its assessment and has been advised by its
independent software provider that with the modifications it has made to its
existing software and conversions to new software and hardware, the Company's
network operating systems and software applications are Y2K compliant.

Non-Information Technology: Non-information technology consists mainly of
facilities management systems such as telephone, utility and security systems
for the corporate office and its real estate properties. The Company has
reviewed the corporate facility management systems and concluded that the
systems of its corporate office and real estate properties, including telephone,
utilities, fire and security systems are Y2K compliant.


                                       9
<PAGE>

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

Third Parties: The Company has third-party relationships with tenants,
suppliers, contractors and service providers. The Company has queried its key
suppliers, subcontractors and service providers. The majority of the Company's
vendors are all small suppliers that the Company believes can manually execute
their business and are readily replaceable. Management also believes there is no
material risk of being unable to procure the necessary supplies and services. To
date, the Company is not aware of any external agent with a Year 2000 issue that
would materially impact the Company's results of operations, liquidity, or
capital resources. However, the Company has no means of ensuring that external
agents will be Year 2000 ready. The inability of external agents to complete
their Year 2000 resolution process in a timely fashion could materially impact
the Company. The effect of non-compliance by external agents is not
determinable.

Costs: The accounting software upgrade and conversion was executed under
maintenance and support agreements with software vendors. The total cost of the
accounting conversion which the Company had previously commenced during fiscal
1998 was approximately $60,000 including the Y2K portion of the conversion that
cannot be readily identified and is not material to the operating results or
financial position of the Company. The identification and remediation of systems
was accomplished by in-house personnel. The assessment of third-party readiness
was also conducted by in-house personnel whose costs are recorded as normal
operating expenses.

Risks: The principal risks to the Company relating to its accounting software
conversion is failure to correctly bill tenants after December 31, 1999 and to
pay invoices when due. Management believes it has adequate resources, or could
obtain the needed resources, to manually bill tenants and pay bills if the
systems were not operational.

The principal risks to the Company relating to non-information systems at the
corporate office are failure to identify time-sensitive systems and inability to
find a suitable replacement system. The Company believes that adequate
replacement components or new systems are available at reasonable prices and are
in good supply. The Company also believes that adequate time and resources are
available to remediate these areas as needed.

The principal risks to the Company in its relationships with third parties are
the failure of third-party systems used to conduct business such as tenants
being unable to pay invoices; banks being unable to process receipts and
disbursements; vendors being unable to supply needed materials and services; and
processing of outsourced employee payroll. Based on Y2K compliance work done to
date, the Company has no reason to believe that key tenants, banks and suppliers
will not be Y2K compliant in all material respects or cannot be replaced within
an acceptable timeframe.

Contingency Plan: The conversion to the new software is completed. The Company
believes that with the modifications to existing software and conversions to new
software, the Year 2000 Issue will not pose significant operational problems for
its computer systems. However, if such modifications and conversions do not work
as expected, the Year 2000 Issue could have a material impact on the operations
of the Company.


                                       10
<PAGE>

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

The Company's description of its Y2K compliance issue is based upon information
obtained by management through evaluations of internal business systems and from
tenant and vendor compliance efforts. No assurance can be given that the Company
will not encounter unexpected difficulties or significant expenses relating to
adequately addressing the Y2K Issue. If the Company or the major tenants or
vendors with whom the Company does business fail to address their major Y2K
Issues, the Company's operating results or financial position could be
materially adversely affected.

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, the clam inventory in the Great South Bay, the availability of
scallops in the area covered by the Company's Cape Canaveral, Florida
operations, 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.


                                       11
<PAGE>

PART II. OTHER INFORMATION

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

      Exhibits:   None

      Reports:    There were no reports on Form 8-K filed during the quarter
                  ended September 30 1999.

                                   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: November 30, 1999                 /s/         Norman A. Halper
                                        ----------------------------------------
                                                    Norman A. Halper
                                                        President


Date: November 30, 1999                 /s/           Harry Bergman
                                        ----------------------------------------
                                                      Harry Bergman
                                                        Treasurer