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

                                    FORM 10-Q

[X]    Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

For the quarterly period ended April 30, 2002
                                       or

[ ]    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 0-21105

                         FIREBRAND FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                           13-3414302
--------                                           ----------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

One State Street Plaza, New York, New York         10004
------------------------------------------         -----
(Address of principal executive offices)         (Zip Code)

(212) 208-6500
(Registrant's telephone number, including area code)

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 X

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

Class                                             Outstanding at June 14, 2002
-----                                             ----------------------------
Common Stock, $.0001 par value                       9,746,675 shares




<PAGE>



                         Firebrand Financial Group, Inc.
                                      Index

                                                                      Page
Part I - Financial Information

Item  1.   Financial Statements

           Consolidated Statements of Financial Condition as of
           April 30, 2002 (Unaudited) and January 31, 2002             3

           Consolidated Statements of Operations for the three
           Months ended April 30, 2002 and 2001 (Unaudited)            4

           Consolidated Statements of Cash Flows for the three
           months Ended April 30, 2002 and 2001 (Unaudited)            5

           Notes to Consolidated Financial Statements                  6

Item  2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                         12

Item 3.    Quantitative and Qualitative Disclosures About Market
           Risk                                                        19

Part II - Other Information

Item 2.    Sales of Unregistered Securities during the three
           months ended April 30, 2002                                 19

Item 6.    Exhibits and Reports on Form 8-K                            19



<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Financial Condition

                                               April 30, 2002 January 31, 2002
                                               -------------- ----------------
                                                 (Unaudited)
                          Assets

Cash and cash equivalents                     $   995,000      $  1,955,000
Receivable from broker dealers                    265,000           399,000
Investment in affiliates                        2,894,000         2,894,000
Office furniture, equipment and leasehold
 improvements, net                                440,000           526,000
Goodwill, net                                      25,000            26,000
Income taxes receivable                            81,000            81,000
Other assets                                      358,000           579,000
                                                ---------       -----------

     Total Assets                             $ 5,058,000      $  6,460,000
                                                =========       ===========

                      Liabilities and Stockholders' Equity

Commissions payable                           $    61,000      $     49,000
Income taxes payable                              615,000           615,000
Accrued expenses and other liabilities            593,000           706,000
Liabilities to discontinued operations            230,000           320,000
                                                ---------       -----------
                                                1,499,000         1,690,000

Minority interests in net assets of
 subsidiary                                       780,000         1,007,000
                                                ---------       -----------
     Total Liabilities                          2,279,000         2,697,000
                                                ---------       -----------

Common stock ($.0001 par value; 35,000,000
 shares authorized; 9,746,675 and 8,904,458
 shares outstanding, respectively)                  1,000             1,000
Additional paid-in capital                     25,424,000        26,355,000
Accumulated deficit                           (22,611,000)      (21,627,000)
Accumulated other comprehensive income (loss)     (35,000)          (35,000)
                                               ----------       -----------
                                                2,779,000         4,694,000
Less treasury stock, at cost: 0 and 305,417
 shares, respectively                                -             (931,000)
                                               ----------       -----------
     Total Stockholders' Equity                 2,779,000         3,763,000
                                               ----------       -----------
     Total Liabilities and Stockholders'
      Equity                                  $ 5,058,000      $  6,460,000
                                               ==========       ===========

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
                Consolidated Statements of Operations (Unaudited)

                                                  Three months ended April 30,
                                                  ----------------------------
                                                     2002            2001
                                                  ---------        ---------
Revenues:
 Commissions                                      $  538,000      $   222,000
 Investment banking                                  185,000          877,000
 Principal transactions                                 -             (29,000)
 Interest                                              9,000           65,000
 Other                                               581,000           82,000
                                                   ---------        ---------
Total Revenues                                     1,313,000        1,217,000
                                                   ---------        ---------
Expenses:
 Compensation and benefits                           714,000        1,422,000
 Occupancy and equipment                             768,000        1,495,000
 Communication                                        88,000          486,000
 Brokerage, clearing and exchange fees               189,000           70,000
 Professional fees                                   167,000          383,000
 Business development                                 53,000          104,000
 Other                                               205,000          116,000
                                                   ---------        ---------
Total Expenses                                     2,184,000        4,076,000
                                                   ---------        ---------
Loss before income taxes                            (871,000)      (2,859,000)

Income tax expense                                    33,000           21,000
                                                   ---------        ---------
Loss from continuing operations                     (904,000)      (2,880,000)

Minority interest in operations of subsidiary       (168,000)        (210,000)
                                                   ---------        ---------
Loss before discontinued operations                 (736,000)      (2,670,000)
                                                   ---------        ---------
Discontinued operations:
 Loss from operations of GKN Securities
  Corp. net of income tax expense (benefit) of
  $0 and $0, respectively                           (248,000)        (304,000)

 Loss from operations of Shochet Holdings
  Corp. net of income tax expense (benefit) of
  $0 and $0, respectively                               -             (73,000)
                                                   ---------        ---------
Loss from discontinued operations                   (248,000)        (377,000)
                                                   ---------        ---------
Net loss                                          $ (984,000)     $(3,047,000)
                                                   =========        =========

Basic and diluted (loss) per common share:
 Loss before discontinued operations              $    (0.08)     $     (0.31)
 Loss from discontinued operations                     (0.02)           (0.04)
                                                   ---------        ---------
Net loss                                          $    (0.10)     $     (0.35)
                                                   =========        =========
Weighted average common shares outstanding -
 Basic and diluted                                 9,746,675        8,661,118
                                                   =========        =========

          See accompanying notes to consolidated financial statements.
                                        4
<PAGE>

                FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)

                                                  Three months ended April 30,
                                                  ----------------------------
                                                     2002            2001
                                                  ---------        ---------

Operating activities:
 Net (loss)                                       $ (984,000)     $(3,047,000)
  Adjustments to reconcile net (loss) to net
   cash used in operating activities:
   Depreciation and amortization                     144,000          198,000
   Lease termination charge                             -           1,056,000
   Loss from discontinued operations                 248,000          377,000
   Minority interest in the operations of
    subsidiary                                      (168,000)        (210,000)
   Translation adjustment                               -              (8,000)
   Other                                              23,000         (198,000)
                                                   ---------       ----------
                                                    (737,000)      (1,832,000)
(Increase) decrease in operating assets:
  Receivable from brokers and dealers                134,000         (249,000)
  Securities owned, at market value                     -           2,121,000
  Securities owned, not readily marketable,
   at fair value                                        -              17,000
  Loans receivable                                      -              35,000
  Other assets                                       221,000          261,000
Increase (decrease) in operating liabilities:
  Commissions payable                                 12,000          119,000
  Income taxes payable                                  -              (1,000)
  Payable to affiliate                                  -          (2,000,000)
  Accrued expenses and other liabilities            (113,000)        (299,000)
                                                   ---------       ----------
Net cash used in  operating activities              (483,000)      (1,828,000)
                                                   ---------       ----------
Investing activities:
 Lease termination                                  (477,000)      (1,718,000)
                                                   ---------       ----------
Net cash  used in investing activities              (477,000)      (1,718,000)
                                                   ---------       ----------
Financing activities:
 Advances from  discontinued affiliate                  -           1,655,000
 Proceeds from sale of
  EarlyBirdCapital.com stock                            -             475,000
                                                   ---------       ----------
Net cash provided by  financing activities              -           2,130,000
                                                   ---------       ----------
Net decrease in cash and cash equivalents           (960,000)      (1,416,000)

Cash and cash equivalents at beginning of year     1,955,000        5,038,000
                                                   ---------       ----------
Cash and cash equivalents at end of period        $  995,000      $ 3,622,000
                                                   =========       ==========


          See accompanying notes to consolidated financial statements.
                                        5
<PAGE>

                Firebrand Financial Group, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

(1)      Organization and Recent Events

The consolidated financial statements include the activities of Firebrand
Financial Group, Inc. and its subsidiaries (collectively, the "Company"). The
Company is primarily engaged in investment banking and asset management services
and to a lesser extent retail brokerage. The investment banking business
structures and manages private offerings for early stage companies. The asset
management business provides asset management services to investors though
Dalewood Associates, Inc. and EarlyBirdCapital Management Limited, which both
manage venture capital funds that invest primarily in early stage companies. The
retail brokerage business charges commissions for individual and institutional
clients for executing buy and sell orders of securities on national and regional
exchanges and in the over the counter markets. In February 2001, the Company
initiated a line of business through the StreetWide Asset Recovery Group, which
provides debt recovery services to broker/dealers in the financial community. In
December 2001, the Company added an institutional sales group at
EarlyBirdCapital, Inc. ("EarlyBird").

The Company's main operating subsidiaries are EarlyBirdCapital, Inc., Dalewood
Associates, Inc. ("Dalewood")and EarlyBirdCapital Management Limited ("EBCM").
The Company holds a 63.6% ownership interest in the parent company of these
entities, EarlyBirdCapital.com  Inc. As a result, a minority interest exists
which appears in the Company's  Consolidated  Statement of Financial Condition.

During fiscal 2001, the Company transferred the retail accounts of its wholly
owned GKN Securities Corp. full service brokerage subsidiary to other
broker/dealers, effectively terminating that activity. In fiscal 2001,
EarlyBirdCapital.com wrote off its investment in Angeltips.com Inc., and
recognized a loss of $1,363,000; said investment had been initiated earlier in
the current fiscal year. The write off represented management's assessment of
the impairment to value reflected by marked change in the environment for angel
websites. In December 2000, the Company's Board approved a plan to dispose of
its 53.5% interest in Shochet Holding Corp ("Shochet"), whose principal
operation, Shochet Securities, Inc. (subsequently renamed SSI Securities Inc.
("SSI")) provided discount retail brokerage services in South Florida. On August
1, 2001 Shochet announced that SSI had signed a definitive agreement to transfer
substantially all of its brokers, accounts and operating assets to another
independent broker/dealer, BlueStone Capital Corp. ("BlueStone"). This
transaction closed on August 31, 2001, leaving Shochet as a public shell. On
November 7, 2001 BlueStone announced that it had in turn sold substantially all
of its operating assets to another independent broker/dealer, Sands Brothers &
Co., Ltd. ("Sands"). As of October 1, 2001, EarlyBirdCapital.com sold its
ownership interest in EBCapital (Europe) AG. On March 12, 2002, the Company
announced that it had signed a definitive agreement to sell all of its interest,
except for 52,785 shares of common stock, in Shochet to Sutter Opportunity Fund
2, LLC. This transaction closed on March 28, 2002.

In the first quarter of fiscal 2002 the Company established the StreetWide Asset
Recovery Group ("StreetWide"). StreetWide is engaged by broker/dealers and other
financial institutions to collect debt due to them from prior broker employees
or from customers. The broker debts are generated through brokers reneging on
employment contracts or brokers generating losses due to their respective firms.
The customer debt is usually generated through unsecured margin loans on which
the customers have refused to repay the firms.

                                        6


<PAGE>




(2)      Summary of Significant Accounting Policies

Basis of Presentation

All significant intercompany accounts and transactions are eliminated in
consolidation. Where appropriate, prior year amounts have been reclassified to
conform to the current year presentation.

The financial statements conform to generally accepted accounting principles
("GAAP"). The preparation of financial statements in conformity with GAAP
requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates continuity of operations, realization of
assets and the liquidation of liabilities and commitments in the normal course
of business. The Company's operations for fiscal 2002 have consumed substantial
amounts of cash and have generated significant net losses, which have reduced
stockholders' equity to $2,779,000 at April 30, 2002. As noted above, many of
the product lines previously offered by the Company have been discontinued.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. Management believes that the Company's future success is
dependent upon its ability to (i) streamline its operations to reduce costs, and
(ii) generate new sources of revenue. The Company has begun reducing costs and
has expanded into new lines of business. Notwithstanding the foregoing, the
Company's cash resources remain constrained and are not sufficient to meet
existing contractual obligations and liabilities.

Fair Value of Financial Instruments

Substantially all of the Company's financial assets and liabilities are carried
at market or fair values or at amounts that approximate current fair value due
to their short-term nature.

Cash and Cash Equivalents

Cash equivalents are highly liquid securities with maturities of three months or
less when purchased. As collateral to an equipment lease, the Company has
maintained a restricted cash escrow account which equaled $955,000 at January
31, 2002. This restriction was lifted in March 2002.

Receivables from Brokers and Dealers

Receivables from brokers and dealers consist primarily of amounts due from the
Company's clearing organization, which provides clearing and depository services
for brokerage transactions on a fully disclosed basis.

Securities

Securities owned and securities sold, not yet purchased, consist primarily of
equities and are stated at quoted market values. Securities owned, not readily
marketable, consist primarily of warrants and are stated at management's
estimate of fair value based on a percentage of the underlying securities.
Unrealized gains and losses are included in revenues from principal
transactions.

                                        7


<PAGE>




Investments in affiliates

Investments consist primarily of an investment in a limited partnership, which
are accounted for using the equity method.

Depreciation and Amortization

Office furniture, equipment and leasehold improvements are stated at cost, net
of accumulated depreciation and amortization of $1,272,000 and $1,128,000 at
April 30, 2002 and January 31, 2002, respectively. Office furniture and
equipment are depreciated using either an accelerated method or a straight-line
method, where applicable, over the estimated useful lives.

Leasehold improvements are amortized over the lesser of the life of the lease or
estimated useful life of the improvement.

Goodwill

Goodwill represents the excess of the purchase price over the net assets
acquired upon the Company's acquisition of Dalewood Associates, Inc.
("Dalewood") in December 1996. Effective February 1, 2002, the Company adopted
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets. Statement 142 requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment. In connection with the adoption of
Statement 142, the Company ceased the amortization of goodwill and intangible
assets that were determined to have an indefinite useful life and that had been
acquired in a purchase business combination. The Company is in the process of
testing intangible assets having an indefinite useful life for impairment in
accordance with the provisions of Statement 142.

Investment Banking Fees

Investment banking management and underwriting fee revenues are recognized when
a transaction is complete and the income is reasonably determinable.

Stock-Based Compensation

The Company uses the intrinsic value method to account for stock-based employee
compensation plans. Under this method, compensation cost is recognized for stock
option awards only if the quoted market price (or estimated fair market value of
the stock prior to the stock becoming publicly traded) is greater than the
amount the employee must pay to acquire the stock.

Income Taxes

Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts and
existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using the enacted tax rates.
The effect on deferred taxes of a change in tax rates is recognized in income in
the period that includes the enactment date.

                                        8
<PAGE>

(3)      Discontinued Operations


GKN Securities

On November 28, 2000, the Company and its wholly owned subsidiary, GKN
Securities Corp. ("GKN"), and Investec Ernst & Company ("Investec"), entered
into an agreement ("Agreement"), under which certain brokers employed by GKN
were terminated by GKN on or about December 18, 2000 ("Transfer Date"). In turn,
on the Transfer Date, these brokers were offered employment by Investec, and GKN
affected an electronic transfer of these brokers' client accounts to Investec.
The transfer was part of the Company's strategy to focus its business on
investment banking services.

Under the Agreement, GKN will receive certain percentages of the gross
commissions generated by these brokers at Investec during the three-year period
beginning on the Transfer Date ("Override Fees"). These percentages are 6% in
the first year and 8% in each of the second and third years. Investec has
guaranteed that the Override Fees to be received by GKN shall be at least equal
to $500,000 in the first year, $400,000 in the second year and $300,000 in the
third year. Adjustments will be made on these guaranteed fees if commissions
fall below specified levels. Actual payments received, to date, under the
Agreement were $500,000 for the first year and $145,000 for the second year.

During August 2001, GKN ceased operations of its Structured Finance Department.
The financial impact of this action was insignificant to the Company.

On September 10, 2001, GKN filed a Form BDW with the NASD and SEC. By filing the
Form, GKN gave notice that it was withdrawing from the securities business and
returning its license to the regulatory authorities. The final withdrawal
received the approval of all necessary regulatory authorities.

The operations of GKN have been accounted for as a discontinued operation.

Shochet Holding

In December 2000, the Company's Board approved a plan to dispose of its 53.5%
interest in Shochet Holding Corp. ("Shochet"), whose principal operation, SSI
Securities, Inc. ("SSI") (previously known as Shochet Securities, Inc.),
provided discount retail brokerage services in South Florida. On August 1, 2001
Shochet announced that SSI had signed a definitive agreement to transfer
substantially all of its brokers, accounts, and operating assets to another
independent broker/dealer, BlueStone Capital Corp. ("BlueStone"). This
transaction closed on August 31, 2001, leaving Shochet as a public shell. As
part of the transaction the name "Shochet Securities" was sold to BlueStone.
Shochet Securities changed its name to SSI Securities, Inc. On November 7, 2001
BlueStone announced that it had in turn sold substantially all of its operating
assets to another independent broker/dealer, Sands Brothers & Co., Ltd.
("Sands"). This transaction included the sale of the assets acquired by
BlueStone from SSI. As part of the transaction, Sands, BlueStone and SSI entered
into an agreement of the same date whereby Sands and BlueStone were relieved of
their commitment to pay SSI an override on commission revenue generated on the
transferred accounts in exchange for a payment of $314,000.

At January 31, 2001, the Company's remaining investment in Shochet was $73,000.
During the first quarter of fiscal 2002, the Company recognized its portion of
Shochet's net loss to the extent of its remaining investment.

                                       9
<PAGE>

On December 20, 2001, SSI filed a Form BDW with the NASD and SEC. By filing the
Form, SSI gave notice that it was withdrawing from the securities business and
returning its license to the regulatory authorities. The final withdrawal
received approval of both the NASD and the SEC.

On March 28, 2002 the Company sold its remaining interest, except for 52,785
shares, in Shochet to Sutter Opportunity Fund 2.

The operations of Shochet and SSI have been accounted for as discontinued
operations.

Other Business Divestitures

As of October 1, 2001, EarlyBirdCapital.com sold its ownership in EBCapital
(Europe) AG to the managing director of the company. A loss of $221,000 was
recognized on this transaction.

(4)      Segment and Geographic Area Information

Subsequent to the discontinuance of operations as discussed above, the Company's
remaining continuing product lines, investment banking and asset management
services, are directed by a common management team. As such, no segment
reporting by business line is presented.

The Company's principal operations are located in New York City in the United
States.

(5)      Commitments and Contingencies

The Company's broker-dealer subsidiaries are involved in various other legal
proceedings arising from its securities activities. GKN Securities held a $1.5
million reserve for such legal matters at April 31, 2002. While GKN has
recognized this book reserve, it will not have sufficient cash balances to cover
these potential liabilities.

                                       10


<PAGE>

(6)      Earnings Per Common Share

The following table sets forth the computation of basic and diluted EPS:

                                                   Three months ended
                                                       April 30,
                                                  2002                  2001
                                                  ----                  ----

Numerator for basic and diluted EPS:
   Loss before discontinued
      operations                              $  (736,000)       $  (2,670,000)
   Loss from
   discontinued operations                       (248,000)            (377,000)
                                                ----------           -----------
   Net loss                                   $  (984,000)       $  (3,047,000)
                                                ==========           =========
Denominator for basic and diluted EPS:
   Weighted-average common shares               9,746,675            8,661,118
                                                ==========           =========

Basic and diluted EPS:
   Loss before
   discontinued operations                    $     (0.08)       $       (0.31)
   Loss from discontinued operations                (0.02)               (0.04)
                                                ----------          ----------
   Net loss                                   $     (0.10)       $       (0.35)
                                                ==========          ==========


(7)      Net Capital Requirements

EarlyBirdCapital is a registered broker-dealer with the Securities and Exchange
Commission (the "SEC") and member firms of the National Association of
Securities Dealers ("NASD"). As such, EarlyBirdCapital is subject to the SEC's
Uniform Net Capital Rule (SEC rule 15c3-1), which requires the maintenance of
minimum net capital.

EarlyBirdCapital computes net capital under the standard aggregate indebtedness
method permitted by the net capital rule, which requires that the ratio of
aggregate indebtedness to net capital, both as defined, shall not exceed 15 to
1. At April 30, 2002, EarlyBirdCapital had net capital of $319,000, which was
$219,000 in excess of its required net capital of $100,000. EarlyBird's ratio of
aggregate indebtedness to net capital was 0.69 to 1.

(8)      Supplemental Cash Flow Information
                                                 Three Months ended
                                                      April 30,
                                                 -------------------
                                                   2002       2001
                                                 -------     -------
Cash paid for:
   Income taxes                                $  33,000    $ 26,000
                                                 =======     =======




                                       11
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following analysis of the consolidated results of operations and financial
condition of Firebrand Financial Group, Inc. and subsidiaries should be read in
conjunction with the Consolidated Financial Statements included in Item 1 of
this document.

Changes in Corporate Composition and Discontinued Operations

GKN Securities

During the fiscal year ended January 31, 2001, we made the strategic decision to
de-emphasize retail securities brokerage activity. Accordingly, we arranged to
transfer our full service retail brokerage accounts at GKN to a series of
broker/dealers, who in turn hired the GKN brokers. These broker/dealer firms are
compensating GKN under arrangements discussed in footnote 3 to our consolidated
financial statements in our Form 10-K for the fiscal year ended January 31,
2002.

During August 2001, GKN ceased operations of its Structured Finance Department.
The financial impact of this action was insignificant to the Company.

On September 10, 2001, GKN filed a Form BDW with the NASD and SEC. By filing the
Form, GKN gave notice that it was withdrawing from the securities business and
returning its license to the regulatory authorities. The final withdrawal
received approval of all necessary regulatory authorities.

Shochet Holding Corp.

In December 2000, the Company's Board approved a plan to dispose of its 53.5%
interest in Shochet, whose principal operation, SSI Securities, Inc. ("SSI")
(previously known as Shochet Securities, Inc.), provided discount retail
brokerage services in South Florida. On August 1, 2001 Shochet announced that
SSI had signed a definitive agreement to transfer substantially all of its
brokers, accounts and operating assets to another broker/dealer, BlueStone
Capital Corp. ("BlueStone"). This transaction closed on August 31, 2001. As part
of the transaction the name "Shochet Securities" was sold to BlueStone and
Shochet Securities changed its name to SSI Securities, Inc. On November 7, 2001
BlueStone announced that it had sold substantially all of its operating assets
to another independent broker/dealer, Sands Brothers & Co., Ltd. ("Sands"). See
footnote 3.

On December 20, 2001, SSI filed a Form BDW with the NASD and SEC. By filing the
Form, SSI gave notice that it was withdrawing from the securities business and
returning its license to the regulatory authorities. The final withdrawal
received approval of both the NASD and the SEC.

On March 12, 2002 we announced that we had entered into an agreement to sell
most of our interest in Shochet to Sutter Opportunity Fund 2 LLC. This
transaction closed on March 28, 2002.

EarlyBirdCapital

In July 2000, EarlyBirdCapital acquired the assets of Angeltips.com, a company
involved in attracting angel investors to early-stage companies. EarlyBird
issued 1,129,623 shares of its common stock and $1,018,000 in cash for the
assets. This transaction was subsequently renegotiated and 782,940 of the shares
issued were recaptured. Angeltips.com was subsequently closed down. As part of
the renegotiation of the transaction and the close down, EarlyBirdCapital
recognized a loss of $1,363,000 in fiscal 2001.

                                       12
<PAGE>

In October 2001, EarlyBirdCapital.com sold its ownership interest in EBCapital
(Europe) AG to its managing director. This transaction is discussed in footnote
3 to the consolidated financial statements of this document.

Other Business

In the first quarter of fiscal 2002, we established the StreetWide Asset
Recovery Group ("StreetWide"). StreetWide is engaged by broker/dealers and other
financial institutions to collect debt due to them from prior broker employees
or from customers. The broker debts are generated through brokers reneging on
employment contracts or brokers generating other losses due to their respective
firms. The customer debt is usually generated through unsecured margin loans on
which the customers have refused to repay the firms.

StreetWide pursues the collection of these debts through the NASD Arbitration
process, or through direct negotiation with the obligor. StreetWide currently
employs two individuals.

StreetWide anticipates future growth through the solicitation of additional
broker/dealers and clearing firms as customers.

Our operations have consumed substantial amounts of cash and have generated
significant net losses. We have curtailed or discontinued many of the product
lines we previously offered. These matters raise doubt about our ability to
continue as a going concern, as cited in Footnote 1 to the consolidated
financial statements. We believe that our future success is dependent upon our
ability to (i) streamline our operation to reduce costs, and (ii) generate new
sources of revenue. We have begun reducing costs and have expanded into new
lines of business.

Business Environment

Following the above changes, our primary business activities are investment
banking and asset management, with an emphasis on emerging-growth companies.
These businesses are subject to general economic and market conditions and
volatility of trading markets, particularly the emerging-growth sector.

Our new business, asset recovery, is also subject to general economic and market
conditions. It operates in a highly competitive marketplace.

Results of any individual period should not be considered representative of
future profitability. A significant portion of our expenses are fixed and do not
vary with market activity. Substantial fluctuations could occur in our revenues
and net income from period to period.

                                       13

<PAGE>

Results of Operations

Three Months Ended April 30, 2002 vs. Three Months Ended April 30, 2001

Loss before discontinued operations for the three months ended April 30, 2002
was $736,000 as compared with a loss before discontinued operations of
$2,670,000 for the three months ended April 30, 2001. The decrease was caused by
a $96,000 increase in revenues and a $1,892,000 decrease in expenses. These were
partially offset by a $12,000 increase in income tax expense and a $42,000
decrease in the recognition of the minority interest's portion of the loss
before discontinued operations. Revenues increased primarily due to an increase
in commissions and other revenue, partially offset by a decrease in investment
banking revenue and interest revenue. Expenses decreased due to reductions in
compensation and benefits expense, occupancy and equipment expense,
communication expense, professional fees expense, and business development
expense, partially offset by an increase in brokerage, clearing and exchange
fees expense and other expense. Loss from discontinued operations for the period
was $248,000, compared to a loss of $377,000 for the comparable quarter in the
prior year. Loss from discontinued operations is discussed below in
"Discontinued Operations." Net loss for the period was $984,000, compared to a
loss of $3,047,000 in the first quarter of the prior fiscal year. Basic and
diluted loss per share of common stock was $0.10 for the first quarter of fiscal
2003 as compared to a loss of $0.35 for the fiscal 2002 quarter. Basic and
diluted loss before discontinued operations per share of common stock was $0.08
for the first quarter of fiscal 2003 as compared to a loss of $0.31 in the
comparable quarter in fiscal 2002.

Revenues

Total revenues from continuing operations increased by 8% to $1,313,000 for the
first quarter of fiscal 2003, versus the year-earlier period, mainly as a result
of an increase in commission revenues and other revenues.

Commission revenues contributed $538,000 to revenues in the first quarter of
fiscal 2003, versus $222,000 in the comparable quarter in fiscal 2002. The
increased commission revenues reflect the addition of an institutional sales
group at EarlyBird in December 2001.

Investment banking revenues decreased to $185,000 from $877,000, a 79% decrease.
All of these revenues were generated at EarlyBird. During the first quarter of
fiscal 2003 EarlyBird received a finder's fee of $130,000 and other investment
banking fees of $55,000.

Losses from principal transactions were $0 in the first quarter of fiscal 2003,
versus a loss of ($29,000) in the comparable quarter in fiscal 2002.

Interest income was $9,000 in the first quarter of fiscal 2003, versus $65,000
for the comparable period. The decrease was the result of lower investable cash
balances and lower interest rates.

Other revenues increased to $581,000 in the fiscal 2003 quarter, versus $82,000,
primarily as a result of the proceeds resulting from Firebrand Financial's sale
of its interest in Shochet.

                                       14
<PAGE>

Expenses

Total expenses from continuing operations for the first quarter of fiscal 2003
were $2,184,000, a 46% decrease from the same quarter in fiscal 2002. The
decrease is attributable to decreases in compensation, occupancy and equipment,
communication, and professional fees expenses. These decreases were partially
offset by an increase in brokerage, clearing and exchange fees.

Compensation and benefit expense decreased to $714,000, from $1,422,000. The
decrease was attributable to decreased headcounts at EarlyBird and Firebrand
Financial.

Occupancy & equipment expense decreased to $768,000 from $1,495,000. The
decrease reflects the one-time charge in the prior fiscal quarter of $619,000
associated with the buyout of certain operating leases.

Communication expenses decreased to $88,000 from $486,000. Again, this decrease
reflects the one-time charge in the prior fiscal quarter of $437,000 associated
with the buyout of certain operating leases.

Brokerage, clearing and exchange fees for the fiscal 2003 quarter were $189,000
compared to $70,000 in the fiscal 2002 quarter. This increase was directly
attributable to the introduction of the institutional sales group in December
2001.

Professional fees decreased to $167,000 from $383,000. The decrease was the
result of lower legal costs.

Business development expense decreased 49% to $53,000 in the first quarter of
fiscal 2003, as a result of a decrease in this activity at EarlyBird.

Other expenses increased to $205,000 from $116,000, primarily the result of a
$90,000 payment to a party affiliated with EarlyBirdCapital Management.

Income taxes

For the quarter ended April 30, 2002, we recognized $33,000 of income taxes, as
compared to $21,000 in the comparable quarter of the prior year..

Discontinued operations

During the fiscal year ended January 31, 2001, we made the strategic decision to
de-emphasize retail securities brokerage activity. Accordingly, we arranged to
transfer our full service retail brokerage accounts at GKN Securities to a
series of broker/dealers, who in turn hired the GKN brokers. Further, in

December 2000, our Board approved a plan to sell its 53.5% majority stake in
Shochet Holding, whose primary activity was discount retail brokerage in South
Florida through SSI. In October 2001, EarlyBirdCapital.com sold its ownership
interest in EBCapital (Europe) AG. Finally, in March 2002 we sold most of our
remaining interest in Shochet Holding to Sutter Opportunity Fund 2.

GKN is considered a discontinued operation for the financial statements of the
quarter ended April 30, 2002. Certain revenue and expense amounts in prior years
have been reclassified to reflect the impact of the discontinued operation, as
well as certain balance sheet items.

For the quarter ended April 30, 2002, GKN incurred losses of $248,000, compared
to losses of $304,000 in the comparable quarter of the prior year. The current
year loss reflects additional legal costs related to existing litigation and
customer arbitrations. In the prior year quarter, Shochet incurred losses of
$73,000.

                                       15
<PAGE>

Weighted average common shares outstanding

The average numbers of common shares and common stock equivalents used in the
computation of basic and diluted earnings per share were 9,746,675 for the first
quarter of fiscal 2003, compared with 8,661,118 in the prior year's period.

Liquidity and Capital Resources

Approximately 25% of assets at April 30, 2002 were highly liquid, consisting
primarily of cash and cash equivalents and receivables from other
broker-dealers. Additionally, approximately 57% of our assets are an investment
in Dalewood Associates LP, which we believe we could liquidate at a discount, if
necessary. At April 30, 2002, we held $230,000 of net liabilities for
discontinued operations, for which we have continued financial exposure.

Our brokerage subsidiary, EarlyBirdCapital, Inc., is subject to the net capital
rules of the NASD and SEC. As such, we are subject to certain restrictions on
the use of capital. EarlyBird's net capital position as of April 30, 2002 was
$319,000, which was $219,000 in excess of its net capital requirement.

Our overall capital and funding needs are continually reviewed to ensure that
our capital base can support the estimated needs of its business units. These
reviews take into account business needs as well as regulatory capital
requirements of the subsidiaries. Our present level of revenues are not covering
expenses. ^ At present, there is doubt about the Company's ability to continue
as a going concern. Management believes that the Company's future success is
dependent upon its ability to (i) streamline its operations to reduce costs and
(ii) generate new sources of revenue. The Company has begun reducing costs and
has expanded into new lines of business. Notwithstanding the foregoing, the
Company's cash resources remain constrained and are not sufficient to meet
existing contractual obligations and liabilities.

We have recognized book reserves to cover exposures related to arbitrations and
legal matters concerning our subsidiary GKN. GKN also has continued liability on
its real property lease to its landlord at One State Street Plaza in New York
City. GKN can not satisfy these liabilities with operating income and does not
have sufficient cash balances to cover them. There is no assurance of any future
financing.

                                       16


<PAGE>



Consolidated Contractual Obligations and Lease Commitments

The table below summarizes information about our consolidated contractual
obligations as of April 30, 2002 and the effects these obligations are expected
to have on our consolidated liquidity and cash flow in future years. This table
does not include any projected payment amounts related to GKN's potential
exposure to arbitrations and other legal matters.

<TABLE>
<CAPTION>
                                       Payments due by Period
                  Total      Less than 1   1 - 2       2 - 3        3 - 4     After 4
Operating lease                 year       years       years        years      years
                             ----------------------------------------------------------
<S>             <C>          <C>         <C>         <C>          <C>        <C>
obligations     $13,066,000  $1,017,000  $1,048,000  $1,097,000   $1,167,000 $8,737,000
</TABLE>


Critical Accounting Policies

An understanding of our accounting policies is necessary for a complete analysis
of our results, financial position, liquidity and trends. We focus your
attention on the following:

Asset Management Fees: We recognized both management fees and performance fees
related to our management of both Dalewood Associates, LP and Dalewood 2. These
fees are directly related to the amount of assets under management and the
performance of the investments in which the assets are invested. We recognize
the management fees semi-annually as earned. We recognize an estimate of
performance fees at mid-year and actual performance fees earned at year-end. The
amount of performance fees and their estimates can vary greatly from period to
period.

Income Taxes: Our effective tax rate and the tax bases of our assets and
liabilities reflect our best estimate of the ultimate outcome of tax audits.
Valuation allowances are established where expected future taxable income does
not support the realization of the deferred tax assets. We currently recognize a
valuation reserve to the full extent of any deferred tax asset.

Discontinued Operations: Upon the decision to dispose of or terminate a material
business operation we account for the results of that operation as a
discontinued operation. Any expected future operating loss of the operation and
any expected loss on the disposition or termination of the business are
recognized at the time the decision is made. Management's best estimate of the
future losses are utilized in recognizing expected losses. Actual results may
differ materially from management's estimates. Where a discontinued operations'
expected losses exceed our investment in the separate subsidiary we recognize
the expected losses only to the extent of our investment, or if we have
outstanding guarantees of that subsidiary's liabilities, to the extent of such
guarantees.

Minority Interest: We have raised capital from outside investors for certain of
our operating subsidiaries. As a result, we do not own 100% of these
subsidiaries, thereby creating a minority interest in the operation. The
minority interest recognizes its proportion of any income or loss of the
subsidiary. This acts to decrease our income or decrease our loss, depending
upon the operating results.

                                       17


<PAGE>




Other Matters

New Accounting Pronouncements

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 establishes standards for accounting and
reporting of derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities, which was subsequently
amended in June 1999 and 2000. SFAS 133 is effective for fiscal quarters
beginning after January 1, 2001. The effect of SFAS 133 was not material to our
financial statement disclosures.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all
business combinations be accounted for under the purchase method only and that
certain acquired intangible assets in a business combination be recognized as
assets apart from goodwill. SFAS No. 142 requires that ratable amortization of
goodwill be replaced with periodic tests of the goodwill's impairment and that
intangible assets other than goodwill be amortized over their useful lives. SFAS
No. 141 is effective for all business combinations initiated after June 30,
2001, and the provisions of SFAS No. 142 are effective for all fiscal years
beginning after December 15, 2001. These statements did not have a significant
impact on our financial position or results of operations.

Safe Harbor Cautionary Statement

We occasionally make forward-looking statements such as forecasts and
projections of expected future performance or statements of our plans and
objectives. When used in this annual report and in future filings with the SEC,
in our press releases and in oral statements made with the approval an
authorized executive officer, the words or phrases "will likely result," "the
Company expects," "we intend or expect," "will continue," "is anticipated,"
"estimated," "project," or "outlook" or similar expressions, including
confirmations by one of our authorized executive officers of any such
expressions made by a third party regarding us with respect to the company are
intended to identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. We want to caution you not to
place undue reliance on these forward-looking statements, each of which speaks
only as of the date made. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. Factors that
could affect our results of operations and cause its results to differ from
these statements include:

o the volatility and price level of the securities markets o the volume, size
and timing of securities transactions o the demand for investment banking
services o the level and volatility of interest rates o the availability of
credit o legislation affecting the business and financial communities, and o the
economy in general.

For a more complete discussion of these and other factors, see Exhibit 99 to our
Annual Report on Form 10-K for the fiscal year ended January 31, 2002. We have
no obligation to publicly release the result of any revisions that may be made
to any forward-looking statements to reflect anticipated or unanticipated events
or circumstances occurring after the date of these statements.

                                       18


<PAGE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our investing and underwriting activities often involve the purchase, sale or
short sale of securities as principal. Such activities subject our capital to
significant risks from markets that may be characterized by relative illiquidity
or may be particularly susceptible to rapid fluctuations in liquidity. Such
market conditions could limit our ability to resell securities purchased or to
purchase securities sold short. These activities subject our capital to
significant risks, including market, credit counterparty and liquidity risks.
Market risk relates to the risk of fluctuating values based on market prices
without action on our part. Our primary credit risk is settlement or
counterparty risk, which relates to whether a counterparty will fulfill its
contractual obligations, such as delivery of securities or payment of funds.
Liquidity risk relates to our inability to liquidate assets or redirect the
deployment of assets contained in illiquid investments. In addition, our market
and liquidity risks associated with asset revaluation are increased because
these risks for us are concentrated and thus subject us to increased risks if
market conditions deteriorate.

PART II - OTHER INFORMATION

    Item 2.  Changes in securities:  Sales of Unregistered Securities during the
three months ended April 30, 2002

         None.

    Item 6.  Exhibits and Reports on Form 8-K
(a)      Exhibits:
            None.

(b)      Reports on Form 8-K:
             None






                                       19


<PAGE>




                                   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.

Date: June 19, 2002                  Firebrand Financial Group, Inc.


                                  /s/Eric Citrin
                                     -------------------------------
                                     Controller
                                    (Principal Financial and Accounting Officer)


                                  /s/David M. Nussbaum
                                     -------------------------------
                                     Chairman of the Board, President, Chief
                                     Executive Officer
                                    (Principal Executive Officer)


                                       20