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 October 31, 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   X    No
                                       ------    ------

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 December 31, 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
        October 31, 2002 (Unaudited) and January 31, 2002                      3

        Consolidated Statements of Operations for the three and nine
        months ended October 31, 2002 and 2001 (Unaudited)                     4

        Consolidated Statements of Cash Flows for the nine months
        ended October 31, 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            23

Item 4. Controls and Procedures                                               23


Part II - Other Information

Item 2. Sales of Unregistered Securities during the nine months ended
        October 31, 2002                                                      24

Item 6. Exhibits and Reports on Form 8-K                                      24


                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

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

                                             October 31, 2002   January 31, 2002
                                             ----------------   ----------------
                                                 (Unaudited)

                               Assets
Cash and cash equivalents                      $   837,000       $  1,955,000
Receivable from broker dealers                      97,000            399,000
Investment in affiliates                         2,598,000          2,894,000
Office furniture, equipment and leasehold
  improvements, net                                268,000            526,000
Goodwill, net                                       26,000             26,000
Income taxes receivable                                ---             81,000
Other assets                                       168,000            579,000
                                                   -------            -------

     Total Assets                              $ 3,994,000       $  6,460,000
                                               -----------       ------------

                      Liabilities and Stockholders' Equity

Commissions payable                            $    38,000       $     49,000
Income taxes payable                                21,000            615,000
Accrued expenses and other liabilities             557,000            706,000
Liabilities of discontinued operations             394,000            320,000
                                               -----------       ------------

                                                 1,010,000          1,690,000

Minority interests in net assets of subsidiary     756,000          1,007,000
                                               -----------       ------------

     Total Liabilities                           1,766,000          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                            (23,162,000)       (21,627,000)
Accumulated other comprehensive income (loss)      (35,000)           (35,000)
                                               -----------       ------------
                                                 2,228,000          4,694,000
Less treasury stock, at cost: 0 and 305,417
  shares, respectively                                 ---           (931,000)
                                               -----------       ------------

Total Stockholders' Equity                       2,228,000          3,763,000
                                               -----------       ------------

  Total Liabilities and Stockholders' Equity   $ 3,994,000       $  6,460,000
                                               -----------       ------------

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


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

<TABLE>
<CAPTION>

                                                     Three months                       Nine Months
                                                    ended October 31,                 ended October 31,
                                                  -------------------                 ------------------
                                                  2002          2001                  2002           2001
                                                  ----          ----                  ----           ----
<S>                                           <C>         <C>                   <C>             <C>
Revenues:
    Commissions                               $  195,000  $    89,000           $  1,224,000  $    462,000
    Investment banking                            83,000      230,000              1,878,000     1,434,000
    Principal transactions                           ---      (12,000)                   ---       (56,000)
    Asset management fees                            ---       15,000                 82,000       295,000
    Interest                                       1,000       96,000                 14,000       203,000
    Other                                        117,000       62,000                884,000       464,000
                                              ----------  -----------           ------------  ------------
Total Revenues                                   396,000      480,000              4,082,000     2,802,000
                                              ----------  -----------           ------------  ------------

Expenses:
    Compensation and benefits                    442,000      781,000              2,699,000     3,322,000
    Occupancy and equipment                      153,000      (42,000)             1,197,000     1,755,000
    Communication                                 40,000       74,000                195,000       689,000
    Brokerage, clearing and exchange fees        (36,000)      47,000                235,000       239,000
    Professional fees                            101,000      217,000                455,000       916,000
    Business development                          22,000       91,000                149,000       270,000
    Other                                         97,000      221,000                539,000       518,000
                                              ----------  -----------           ------------  ------------
Total Expenses                                   819,000    1,389,000              5,469,000     7,709,000
                                              ----------  -----------           ------------  ------------

Loss from operations                             (423,000)   (909,000)            (1,387,000)   (4,907,000)

Equity in loss of
    unconsolidated affiliate                         ---          ---               (296,000)   (1,498,000)
Loss from sale of business                           ---     (221,000)                   ---      (221,000)
Minority interest in operations of
    subsidiaries                                  73,000      417,000                251,000       708,000
                                              ----------  -----------           ------------  ------------

Loss before income taxes                        (350,000)    (713,000)            (1,432,000)   (5,918,000)
Income tax benefit (provision)                   574,000      (26,000)               541,000       (78,000)
                                              ----------  -----------           ------------  ------------

Income (loss) before discontinued operations     224,000     (739,000)              (891,000)   (5,996,000)

Discontinued operations:
    Loss from operations of GKN Securities
        Corp. net of income tax of $0 and $0,
        respectively                            (276,000)  (2,089,000)              (644,000)   (2,734,000)
    Loss from operations of Shochet Holdings
        Corp. net of income tax of $0 and $0,
        respectively                                 ---          ---                    ---       (73,000)
                                              ----------  -----------           ------------  ------------
Loss from discontinued operations               (276,000)  (2,089,000)              (644,000)   (2,807,000)
                                              ----------  -----------           ------------  ------------

Net (loss)                                    $  (52,000) $(2,828,000)          $ (1,535,000) $ (8,803,000)
                                              ----------  -----------           ------------  ------------

Basic and diluted loss per common share:
    Income (loss) from continuing operations  $     0.02  $     (0.08)          $      (0.09) $      (0.69)
    Loss from discontinued operations              (0.03)       (0.23)                 (0.07)        (0.32)
                                              ----------  -----------           ------------  ------------
    Net income (loss)                         $    (0.01) $     (0.31)          $      (0.16) $      (1.01)
                                              ----------  -----------           ------------  ------------
Weighted average common shares outstanding -
    basic and diluted                          9,746,675    8,906,049              9,746,675     8,742,762
                                              ----------  -----------           ------------  ------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>


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

                                                 Nine Months Ended October 31,
                                                -------------------------------
                                                   2002                  2001
                                                   ----                  ----
Operating activities:
  Net loss                                   $ (1,535,000)         $ (8,803,000)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation and amortization               441,000               571,000
      Lease termination charge                        ---             1,056,000
      Equity in loss of unconsolidated
        affiliates                                296,000                   ---
      Loss from discontinued operations           644,000             2,807,000
      Loss from sale of business                      ---               222,000
      Minority interest in the operations
        of subsidiary                            (251,000)             (708,000)
      Translation adjustment                          ---                13,000
      Other                                           ---               (68,000)
                                             ------------          ------------
                                                 (405,000)           (4,910,000)
  (Increase) decrease in operating assets:
    Receivable from brokers and dealers           302,000              (196,000)
    Investment management fees receivable             ---               126,000
    Securities owned, at market value                 ---             2,121,000
    Securities owned, not readily marketable,
      at fair value                                   ---                34,000
    Investment in affiliate                           ---             1,498,000
    Loans receivable                                  ---               355,000
    Income taxes receivable                        81,000                   ---
    Other assets                                  410,000               406,000
  Increase (decrease) in operating liabilities:
    Commissions payable                           (11,000)               12,000
    Income taxes payable                         (594,000)               27,000
    Payable to affiliate                              ---            (2,000,000)
    Accrued expenses and other liabilities       (149,000)             (532,000)
                                             ------------          ------------
  Net cash used in operating activities          (366,000)           (3,059,000)
                                             ------------          ------------
Investing activities:
  Sale of interest in Shochet Holdings Corp.      535,000                   ---
  Lease termination                              (477,000)           (1,718,000)
                                             ------------          ------------
  Net cash provided by (used in)
    investing activities                           58,000            (1,718,000)
                                             ------------          ------------

Financing activities:
  Loans from (to) discontinued affiliate         (810,000)            1,510,000
  Repayment of loan to discontinued
    affiliate                                         ---               500,000
  Sale of treasury stock                              ---               100,000
                                             ------------          ------------
    Net cash provided by (used in)
      financing activities                       (810,000)            2,110,000
                                             ------------          ------------
    Net decrease in cash and cash
      equivalents                              (1,118,000)           (2,667,000)
Cash and cash equivalents at beginning
  of year                                       1,955,000             5,038,000
                                             ------------          ------------
Cash and cash equivalents at end of period   $    837,000          $  2,371,000
                                             ------------          ------------

          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. which manages a venture capital fund that invests
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 EarlyBird, Dalewood Associates,
Inc. ("Dalewood"), and StreetWide Asset Recovery Group ("StreetWide"). Firebrand
holds a 63.6% ownership interest in EarlyBirdCapital.com Inc., which is the
parent company of EarlyBird and Dalewood. In addition, Firebrand directly holds
an 80% ownership interest in StreetWide. 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, which 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 2,640 shares of common stock (adjusted to reflect a 1-for-20 reverse
stock split effected in June 2002), 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 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 2003 have consumed substantial
amounts of cash and have generated significant net losses, which have reduced
stockholders' equity to $2,431,000 at October 31, 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) further streamline its operations to reduce
costs, and (ii) generate new sources of revenue. The Company has been reducing
costs and has expanded into a new line 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 had
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 value of underlying
securities. Unrealized gains and losses are included in revenues from principal
transactions.

                                       7
<PAGE>


Investments in affiliates

Investments consist 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 $1,502,000 and $1,128,000 at
October 31, 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 tests 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. GKN is conducting
no further business other than seeking to satisfy its remaining liabilities,
which are substantially in excess of its remaining assets.

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 2,640
shares, in Shochet to Sutter Opportunity Fund 2 LLC.

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 that 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
$645,000 book reserve for such legal matters at October 31, 2002. While GKN has
recognized this book reserve, it will not have sufficient assets to cover these
potential liabilities.

(6)  Earnings Per Common Share

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

                                  Three months ended      Nine months ended
                                       October 31,            October 31,
                                    2002        2001       2002         2001
                                    ----        ----       ----         ----
Numerator for basic and
diluted EPS:
   Income (loss) before
      discontinued operations    $224,000  ($739,000)    ($891,000) ($5,996,000)

   Loss from
   discontinued operations       (276,000) (2,089,000)    (644,000)  (2,807,000)

   Net income (loss)              (52,000) (2,828,000)  (1,535,000)  (8,803,000)

Denominator for basic and
diluted EPS:
   Weighted-average common
      shares                    9,746,675   8,906,049    9,746,675    8,742,762


                                       10

<PAGE>


Basic and diluted EPS:
   Income (loss) before
   discontinued operations         0.02         (0.08)       (0.09)       (0.69)


   Loss from discontinued
     operations                   (0.03)        (0.23)       (0.07)       (0.32)

   Net income (loss)          $   (0.01)     $  (0.31)    $  (0.16)    $  (1.01)

(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 October 31, 2002, EarlyBirdCapital had net capital of $339,000, which was
$239,000 in excess of its required net capital of $100,000. EarlyBird's ratio of
aggregate indebtedness to net capital was 1.22 to 1.

(8)  Supplemental Cash Flow Information

                                          Nine Months Ended
                                             October 31,
                                          2002         2001
                                          ----         ----
Cash paid for:
   Income taxes                       $ 53,000     $ 78,000



















                                       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 included in this Report.

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. GKN is conducting no
further business other than seeking to satisfy its remaining liabilities, which
are substantially in excess of its remaining assets.

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 all necessary regulatory authorities.

On March 28, 2002, the Company sold its remaining interest, except for 2,640
shares, in Shochet to Sutter Opportunity Fund 2, LLC.

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

                                       12
<PAGE>

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.

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 included in this Report.

In August 2002, EarlyBirdCapital.com sold its ownership in EarlyBirdCapital
Management Ltd. to the managing director of that company. No gain or loss was
recognized on this transaction. In addition, EarlyBirdCapital.com will receive a
portion of the performance fee that is paid to EarlyBirdCapital Management for
serving as investment manager for Dalewood 2 Private Technology Limited, an
offshore investment fund, until the arrangement is terminated by either party
with at least six months' prior notice, with no termination to be effective
prior to December 31, 2006.

On August 15, 2002, EarlyBird closed its institutional sales department. For the
six months ended July 31, this department generated revenues of $469,000 and
incurred a net loss of ($101,000).

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. As of October 31, 2002, StreetWide had 22 customers
under contract. For the year ended January 31, 2002, StreetWide generated
$116,000 of operating revenue. For the quarter and nine month period ended
October 31, 2002, StreetWide generated $67,000 and $218,000, respectively, of
operating revenue.

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) continue to streamline our operation to reduce costs, and (ii)
generate new sources of revenue. We have been reducing costs and have expanded
into a new line 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.

                                       13
<PAGE>

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.

Results of Operations

Three Months Ended October 31, 2002  vs. Three Months Ended October 31, 2001
----------------------------------------------------------------------------

Income before discontinued operations for the three months ended October 31,
2002 was $224,000 as compared with a loss before discontinued operations of
($739,000) for the three months ended October 31, 2001. The change was caused by
a decrease of $570,000 in total expenses, a decrease of $221,000 in loss from
sale of businesses, and a $600,000 change in income tax (benefit) provision,
offset by an $84,000 decrease in revenues and a decrease of $344,000 in the
recognition of the minority interest's portion of the loss before discontinued
operations. Revenues decreased primarily due to a decrease in investment banking
and interest, partially offset by an increase in commissions and other revenue.
Expenses decreased primarily due to a decrease in compensation and benefits,
communication, brokerage, clearing and exchange fees, professional fees,
business development, and other expenses, offset by an increase in occupancy and
equipment. Loss from discontinued operations for the period was ($276,000),
compared to a loss of ($2,089,000) for the comparable quarter in the prior year.
Loss from discontinued operations is discussed below in "Discontinued
Operations". Net loss for the three months ended October 31, 2002 was ($52,000)
as compared to a net loss of ($2,828,000) in the same three months of the prior
year. Basic and diluted net loss per share of common stock was ($0.01) for the
third quarter of fiscal 2003 as compared to a net loss of ($0.31) for the fiscal
2002 quarter. Basic and diluted income from continuing operations per share of
common stock was $0.02 for the third quarter of fiscal 2003 as compared to a
loss per share of ($0.08) in the comparable quarter in fiscal 2002.

Revenues

Total revenues from continuing operations decreased by 18% to $396,000 for the
third quarter of fiscal 2003, versus the year-earlier period, mainly as a result
of a decrease in investment banking and interest.

Commission revenues increased from $89,000 in the third quarter of fiscal 2002
to $195,000 in the third quarter of fiscal 2003. This increase occurred as a
result of an increase in commissions generated by EarlyBird's private client
services group.

Investment banking revenues decreased to $83,000 in the third quarter of fiscal
2003 from $230,000 in the comparable period. During the third quarter of fiscal
2003, EarlyBird generated $63,000 and $20,000 from two transactions. In the same
quarter of the prior year, it generated $60,000 and $170,000 as a result of two
transactions.

Gains (losses) from principal transactions were $0 in the third quarter of
fiscal 2003, versus a loss of $12,000 in fiscal 2002.

Asset management fees were $0 in the fiscal 2003 third quarter, as compared to
$15,000 in the comparable period.

Interest income decreased to $1,000 in the third quarter of fiscal 2003 as a
result of decreased cash balances and decreased interest rates.

                                       14
<PAGE>

Other revenues were $117,000 in the fiscal 2003 quarter, versus $62,000 in the
comparable quarter. The increase is primarily due to an increase in StreetWide's
collections revenue.

Expenses

Total expenses from continuing operations for the third quarter of fiscal 2003
were $819,000, a 41% decrease from the same quarter in fiscal 2002. The decrease
is attributable to a decrease in compensation and benefits, communication,
brokerage, clearing and exchange fees, professional fees, business development,
and other expenses, offset by an increase in occupancy and equipment.

Compensation and benefits expense decreased 43% to $442,000. This decrease was
attributable to reduced staffing levels at EarlyBird.

Occupancy and equipment expense in the fiscal 2003 quarter was $153,000, as
compared to ($42,000) in the prior year third quarter. The increase reflects the
recognition in the prior year third quarter of certain occupancy costs by
discontinued operations which were previously borne by the parent company.

Brokerage, clearing and exchange fees for the fiscal 2003 quarter were
($36,000), as compared to $47,000 in fiscal 2002. The decrease is primarily the
result of EarlyBird's recovery of certain prior period clearing costs from its
clearing firm. Also, certain clearing costs incurred in the fiscal 2002 quarter
(predominantly Instinet costs) were not incurred in the fiscal 2003 quarter.

Communications expenses were $40,000 for the fiscal 2003 quarter, compared to
$74,000 in fiscal 2002. This decrease reflects the reduced staffing levels at
EarlyBird in the current year.

Business development expenses decreased to $22,000 in the third quarter of
fiscal 2003, as compared to $91,000 in the year earlier period. The decrease is
the result of reduced travel and entertainment expenses.

Professional fees decreased by 53% to $101,000, mainly as a result of a
declining need for legal services in the current period.

Other expenses for the fiscal 2003 quarter were $97,000, as compared to $221,000
in fiscal 2002. This decrease is the result of the incurrence of certain
expenses in the prior year third quarter but not the current year third quarter,
namely the establishment of StreetWide, and the recognition of representation
fees paid to EBCapital (Europe) AG, which was sold in October 2001.

Income taxes

For the quarter ended October 31, 2002, we recognized an income tax benefit of
$574,000. This benefit is the result of the filing of certain income tax returns
that resulted in a decrease of income taxes payable that had been carried on the
Company's Balance Sheet. We recognize a full valuation reserve on deferred tax
assets primarily resulting from net operating loss carryforwards. During the
comparable quarter of the prior year we recognized an income tax provision of
$26,000.

                                       15
<PAGE>

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. Furthermore, in
December 2000, our Board approved a plan to sell its 53.5% majority stake in
Shochet Holding Corp., whose primary activity was discount retail brokerage in
South Florida through Shochet Securities, Inc. See footnotes 1 and 3 for a
discussion of the GKN Securities and Shochet transactions.

GKN is considered a discontinued operation for the financial statements of the
quarter ended October 31, 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 October 31, 2002, GKN had a net loss of ($276,000),
compared to a net loss of ($2,089,000) in the comparable quarter of the prior
year. The loss for the fiscal 2003 quarter is the result of arbitration
settlements and additional legal costs related to existing litigation and
customer arbitrations, as well as a complete write-off of a securities position
owned by GKN. The prior year loss reflects additional rent, equipment rentals
and equipment write-offs, as well as additional legal costs related to existing
litigation and customer arbitrations. GKN is conducting no further business
other than seeking to satisfy its remaining liabilities, which are substantially
in excess of its remaining assets.

Weighted average common shares outstanding

The weighted average number of common shares outstanding used in the computation
of basic and diluted loss per common share was 9,746,675 for the third quarter
of fiscal 2003, compared with 8,906,049 in the prior year period.

Nine Months Ended October 31, 2002  vs. Nine Months Ended October 31, 2001
--------------------------------------------------------------------------

Loss before discontinued operations for the nine months ended October 31, 2002
was ($891,000) as compared with a loss before discontinued operations of
($5,996,000) for the nine months ended October 31, 2001. The decrease was caused
by a $1,280,000 increase in revenues, a $2,240,000 decrease in expenses, a
decrease of $221,000 in loss from sale of businesses, a $1,202,000 decrease in
equity in loss of unconsolidated affiliates, and a $619,000 change in income tax
(benefit) provision, offset by a $457,000 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, investment banking, and
other revenues, as partially offset by a decrease in asset management fees and
interest income. Expenses decreased due to reductions in compensation and
benefits, occupancy and equipment, communication, brokerage, clearing and
exchange fees, professional fees, and business development, offset by an
increase in other expenses. Loss from discontinued operations for the period was
($644,000), compared to a loss of ($2,807,000) for the comparable nine months in
the prior year. Loss from discontinued operations is discussed below in
"Discontinued Operations". Net loss for the nine months ended October 31, 2002
was ($1,535,000) as compared to a net loss of ($8,803,000) in the same nine
months of the prior year. Basic and diluted loss per share of common stock was
($0.16) for the first nine months of fiscal 2003 as compared to a loss of
($1.01) for the fiscal 2002 period. Basic and diluted loss from continuing
operations per share of common stock was ($0.09) for the first nine months of
fiscal 2003 as compared to a loss of ($0.69) per share in the comparable period
in fiscal 2002.

                                       16
<PAGE>

Revenues

Total revenues from continuing operations increased by 46% to $4,082,000 for the
first nine months of fiscal 2003, versus the year-earlier period, primarily as a
result of an increase in commissions, investment banking, and other revenue.

Commission revenues increased from $462,000 in the first nine months of fiscal
2002 to $1,224,000 in the first nine months of fiscal 2003. This increase is the
result of the addition of an institutional sales group at EarlyBird in December
2001. On August 15, 2002, the Company closed its institutional sales group. As a
result, commission revenues are expected to decline in future periods.

Investment banking revenues increased to $1,878,000 from $1,434,000 in the prior
year comparable period. In the first nine months of fiscal 2003, EarlyBird
received $1,595,000 in investment banking revenues from one transaction. The
work performed by EarlyBird relating to this transaction took place over several
quarterly periods. The receipt by EarlyBird of a fee of this magnitude is
atypical and, management does not expect that it will record comparable
investment banking fees in comparable future periods. In the first nine months
of fiscal 2002, EarlyBird closed several smaller deals.

Losses from principal transactions were $0 in the first nine months of fiscal
2003. During the comparable period in the prior year a loss on principal
transactions of ($56,000) was recognized.

Asset management fees decreased by 72% to $82,000, as a result of a decrease in
the value of assets under management. The value of assets under management and,
accordingly, the amount of revenues generated may vary significantly from period
to period depending upon the market value of the underlying securities under
management, which, in turn, is dependent upon economic and market conditions.

Interest income decreased from $203,000 in the first nine months of fiscal 2002
to $14,000 in the first nine months of fiscal 2003 as a result of decreased cash
balances and decreased interest rates.

Other revenue was $884,000 in the first nine months of fiscal 2003, versus
$464,000 in the comparable period. The increase is due to the sale of Shochet
shares in March 2002, generating revenue of $535,000.

Expenses

Total expenses from continuing operations for the first nine months of fiscal
2003 were $5,469,000, a 29% decrease from the same period in fiscal 2002. The
decrease is attributable to decreases in compensation and benefits, occupancy
and equipment, communication expenses, brokerage, clearing and exchange fees,
professional fees, and business development. These decreases were offset by an
increase in other expenses.

Compensation and benefits expense decreased 19% to $2,699,000. This decrease is
attributable to a staff reduction at EarlyBirdCapital. The decrease was
partially offset by a bonus payout resulting from the investment banking
transaction that was completed in May 2002, and compensation paid to the
institutional sales group. On August 15, 2002, the Company closed its
institutional sales group. As a result, compensation and benefits expense may
decline in future periods.

Occupancy and equipment expense in the fiscal 2003 first half was $1,197,000,
compared to $1,755,000 in the prior year. The decrease reflects the prior year
one-time charge of $619,000 associated with the buyout of certain operating
leases.

                                       17
<PAGE>

Brokerage, clearing and exchange fees for the first nine months of fiscal 2003
were $235,000, as compared with $239,000 in fiscal 2002. This decrease is the
result of EarlyBird's recovery of certain prior period clearing costs from its
clearing firm, and the result of the reduction of certain clearing costs which
were incurred in fiscal 2002 (predominantly Instinet costs) that were not
incurred in fiscal 2003, as offset by clearing fees incurred by the
institutional sales group, which was established at EarlyBird in December 2001.

Communications expenses were $195,000 for the first nine months of fiscal 2003,
compared to $689,000 in fiscal 2002. This decrease reflects the prior year
one-time charge of $437,000 associated with the buyout of certain operating
leases, and the reduced staffing levels at EarlyBird in the current year.

Business development expenses decreased 45% to $149,000 in the first nine months
of fiscal 2003, as a result of reduced travel and entertainment expenses.

Professional fees decreased by 50% to $455,000, primarily as a result of a
declining need for legal services in the current period.

Other expenses for the first nine months of fiscal 2003 were $539,000, as
compared to $518,000 in fiscal 2002. This increase is primarily the result of an
arbitration settlement at EarlyBird during the first nine months of fiscal 2003.

Equity in loss of unconsolidated affiliates

Firebrand Financial and Dalewood Associates, Inc., a subsidiary of
EarlyBirdCapital.com Inc., have investments in Dalewood Associates, LP. In the
aggregate they own 16.7% of the limited partnership. We treat Dalewood
Associates, LP as an unconsolidated affiliate for accounting purposes. During
the second quarter of fiscal 2003 management wrote down the asset values of
Dalewood Associates, LP by 10%. This writedown was the result of decreased
valuations of the companies in which Dalewood Associates, LP held investments,
and reflects valuations in general compared to the venture investment market. As
a result of this writedown the Company recognized a loss of $296,000. In the
comparable period of 2002, the Company recognized a loss of $1,498,000 on the
same investment.

Income taxes

For the nine months ended October 31, 2002, we recognized an income tax benefit
of 541,000. This benefit is the result of the filing of certain income tax
returns that resulted in a decrease of income taxes payable that had been
carried on the Company's Balance Sheet. We recognize a full valuation reserve on
deferred tax assets primarily resulting from net operating loss carryforwards.
During the comparable period of the prior year we recognized an income tax
provision of $78,000.

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. Furthermore, in
December 2000, our Board approved a plan to sell its 53.5% majority stake in
Shochet Holding, whose primary activity is discount retail brokerage in South
Florida through Shochet Securities, Inc. See footnote 1 and 3 for a discussion
of the GKN Securities and Shochet transactions.

                                       18
<PAGE>

Both GKN and Shochet are considered discontinued operations for the financial
statements of the nine months ended October 31, 2002. Certain revenue and
expense amounts in prior years have been reclassified to reflect the impact of
the discontinued operations, as well as certain balance sheet items.

For the nine months ended October 31, 2002, GKN incurred losses of $644,000,
compared to losses of $2,734,000 in the comparable period of the prior year. The
current year loss reflects arbitration settlements and additional legal costs
related to existing litigation and customer arbitrations, as well as a complete
write-off of a securities position owned by GKN. GKN is conducting no further
business other than seeking to satisfy its remaining liabilities, which are
substantially in excess of its remaining assets.

See footnotes 1 and 3 for a discussion of Shochet Holding Corp. At January 31,
2001, the Company's remaining investment in Shochet was $73,000. During the
first nine months of fiscal 2002, the Company recognized its portion of
Shochet's net loss to the extent of its remaining investment.



























                                       19

<PAGE>


Weighted average common shares outstanding

The weighted average number of common shares outstanding used in the computation
of basic and diluted loss per common share was 9,746,675 for the first nine
months of fiscal 2003, compared with 8,742,762 in the prior year period.

Liquidity and Capital Resources

Approximately 23% of assets at October 31, 2002 were highly liquid, consisting
primarily of cash and cash equivalents and receivables from other
broker-dealers. Additionally, approximately 65% of our assets are an investment
in Dalewood Associates LP, which we believe we could liquidate at a discount, if
necessary. At October 31, 2002, we held $191,000 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 October 31, 2002 was
$339,000, which was $239,000 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 our 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) continue to streamline its operations to
reduce costs and (ii) generate new sources of revenue. The Company has been
reducing costs and has expanded into a new line of business. Notwithstanding the
foregoing, the Company's cash resources remain constrained and are not
sufficient to meet existing contractual obligations and liabilities.

David Nussbaum, the Chairman of both Firebrand and EarlyBirdCapital.com, draws a
salary of $10,000 per month from each of those entities. With Mr. Nussbaum's
permission, Firebrand and EarlyBirdCapital.com have been accruing, but not
paying such salaries, since February 1, 2002 and May 15, 2002, respectively. The
Company is considering alternative means of paying such accrued salary,
including the issuance of common stock in lieu of cash.

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. GKN has been involved in
discussions with the landlord to seek a resolution of its continuing liability
under such lease and is seeking to terminate such lease. Accordingly, the
Company may relocate its offices in the near future.

Management of the Company is exploring ways to maximize stockholder value.
Certain of those ways involve a potential change in the ownership or operating
methods of EarlyBirdCapital, Inc.

Consolidated Contractual Obligations and Lease Commitments

The table below summarizes information about our consolidated contractual
obligations as of October 31, 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.

                                       20
<PAGE>
<TABLE>
<CAPTION>

                                                              Payments due by Period
                   Total            Less than 1     1 - 2           2 - 3           3 - 4            After 4
                                       year         years           years           years             years
                                    ---------------------------------------------------------------------------
<S>                <C>              <C>           <C>             <C>             <C>              <C>
Operating lease
obligations        $12,563,000      $1,033,000    $1,063,000      $1,142,000      $1,182,000       $8,143,000

</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 Dalewood Associates, LP. 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.
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 report and in future filings with the SEC, in our
press releases and in oral statements made with the approval of 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:

                                       21
<PAGE>

(a) the volatility and price level of the securities markets
(b) the volume, size and timing of securities transactions
(c) the demand for investment banking services
(d) the level and volatility of interest rates
(e) the availability of credit
(f) legislation affecting the business and financial communities, and
(g) 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.



















                                       22
<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.

ITEM 4. CONTROLS AND PROCEDURES.

Within the 90-day period prior to the filing of this report, an evaluation of
the effectiveness of the Company's disclosure controls and procedures was made
under the supervision and with the participation of the Company's management,
including the chief executive officer and chief financial officer. Based on that
evaluation, except as set forth below, the CEO and CFO concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. In November 2002, the full-time employment
of the Company's CFO ended. Soon thereafter, a medical emergency incapacitated
the person who was to assume responsibility for preparing this report.
Accordingly, the Company's CFO, acting in a consulting capacity, commenced the
preparation of this report. These circumstances caused the Company to be unable
to file this report in a timely manner. The Company's board of directors has not
yet determined who shall be assigned responsibility for the financial aspects of
future reports. Subsequent to the date of their evaluation, there were no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.





                                       23
<PAGE>



PART II - OTHER INFORMATION

Item 2. Changes in securities:  Sales of Unregistered Securities during the nine
        months ended October 31, 2002

              None.

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

        (b)     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.

Date: January 6, 2003               Firebrand Financial Group, Inc.


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


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




                                       24
<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Firebrand Financial Group, Inc. (the
"Company") on Form 10-Q for the period ended October 31, 2002 as filed with the
Securities and Exchange Commission (the "Report"), each of the undersigned, in
the capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
     1. the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
     2. the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.


Dated:   January 6, 2003
                                              /s/ David M. Nussbaum
                                    --------------------------------------------
                                    David M. Nussbaum
                                    Chief Executive Officer


Dated:   January 6, 2003
                                              /s/ Eric Citrin
                                    --------------------------------------------
                                    Eric Citrin
                                    (Principal Financial and Accounting Officer)














                                       25
<PAGE>


                      SECTION 302 CERTIFICATION PURSUANT TO
                          RULE 13a-14 AND 15d-14 UNDER
                     THE SECURITIES ACT OF 1934, AS AMENDED

I, David Nussbaum, certify that:

1.   I have reviewed this Quarterly report on Form 10-Q of Firebrand Financial
     Group, Inc.;

2.   based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   the registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and to the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   the registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:   January 6, 2003
                                              /s/ David M. Nussbaum
                                    --------------------------------------------
                                    David M. Nussbaum
                                    Chief Executive Officer

                                       26
<PAGE>


                      SECTION 302 CERTIFICATION PURSUANT TO
                          RULE 13a-14 AND 15d-14 UNDER
                     THE SECURITIES ACT OF 1934, AS AMENDED

I, Eric Citrin, certify that:

1.   I have reviewed this Quarterly report on Form 10-Q of Firebrand Financial
     Group, Inc.;

2.   based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   the registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   the registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and to the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   the registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:   January 6, 2003
                                              /s/ Eric Citrin
                                    --------------------------------------------
                                    Eric Citrin
                                    (Principal Financial and Accounting Officer)



                                       27