SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                 For the quarterly period ended: March 31, 1999

                         Commission File Number: 0-20806

                                 FIRSTMARK CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)


              Maine                                      01-0389195
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                                  P.O. Box 1398
                            Richmond, Virginia 23218
                    (Address of Principle Executive Offices)

                                 (804) 648-9048
                (Issuer's Telephone Number, Including Area Code)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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  _____

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

          5,319,876 shares of common stock, par value $0.20 per share,
                        outstanding as of March 31, 1999



<PAGE>

                                 FIRSTMARK CORP.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                          Page No.

Part I.       Financial Information
<S>                                                                                                         <C>
         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets
                           March 31, 1999 and December 31, 1998..............................................3

                  Condensed Consolidated Statements of Operations
                           Three Months Ended March 31, 1999 and 1998........................................5

                  Condensed Consolidated Statements of Cash Flows
                           Three Months Ended March 31, 1999 and 1998........................................6

                  Notes to Condensed Consolidated Financial Statements.......................................7

         Item 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operation..........................................................8


Part II.      Other Information

         Item 1.  Legal Proceedings.........................................................................11

         Item 2.  Changes in Securities and Use of Proceeds.................................................11

         Item 3.  Defaults Upon Senior Securities...........................................................11

         Item 4.  Submission of Matters to a Vote of Security Holders.......................................11

         Item 5.  Other Information.........................................................................12

         Item 6.  Exhibits and Reports on Form 8-K..........................................................12

</TABLE>



                                      -2-
<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.           Financial Statements

FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS

                                                                      March 31, 1999           December 31, 1998*
                                                                      --------------           ------------------
                                                                         (Unaudited)
<S>                                                                       <C>                       <C>
Cash and cash equivalents                                                 $5,427,245                $   53,575

Receivables:
     Receivables - related parties                                            48,062                    48,062
     Receivables - interest and other                                         19,833                     2,703
                                                                       -------------             -------------

         Total receivables                                                    67,895                    50,765
                                                                       -------------             -------------

Notes receivable:
     Notes receivable - net                                                   25,290                    25,290
     Notes receivable - related parties                                        9,773                     9,773
                                                                       -------------             -------------

         Total notes receivables                                              35,063                    35,063
                                                                       -------------             -------------

Investments:
     Marketable securities                                                    89,331                   139,112
     Venture capital investments - net                                       424,728                   424,728
     Real estate and other investments                                       615,691                   613,653
                                                                       -------------             -------------

         Total investments                                                 1,129,750                 1,177,493
                                                                       -------------             -------------

Other assets:
     Property, plant and equipment - net                                      10,741                    11,260
     Deferred tax asset - net of valuation allowance                         313,605                   296,680
     Other assets                                                              5,357                    11,603
                                                                       -------------             -------------

         Total other assets                                                  329,703                   319,543
                                                                       -------------             -------------

Net assets of discontinued title insurance operations                             --                 6,189,261
                                                                       -------------             -------------

TOTAL ASSETS                                                              $6,989,656                $7,825,700
                                                                       =============             =============

</TABLE>


                                      -3-
<PAGE>


FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                     March 31, 1999            December 31, 1998*
                                                                     --------------            ------------------
                                                                      (Unaudited)
<S>                                                                  <C>                       <C>
LIABILITIES:
     Accounts payable and other liabilities                          $       148,960           $       215,333
     Borrowed funds                                                               --                   565,000
     Deferred tax liability                                                  313,605                   296,680
     Related party payable                                                    25,873                   114,712
                                                                     ---------------           ---------------

         Total liabilities                                                   488,438                 1,191,725
                                                                     ---------------           ---------------


STOCKHOLDERS' EQUITY:
     Preferred stock, Series A, $0.20 par value -
       authorized 250,000 shares; issued 57,000 shares
       (liquidation preference $2,280,000)                                    11,400                    11,400
     Common stock, $0.20 par value - authorized
       30,000,000 shares; issued 5,501,430 shares                          1,100,286                 1,100,286
     Additional paid-in capital - preferred                                2,162,889                 2,162,889
     Additional paid-in capital - common                                  11,432,709                11,432,709
     Retained earnings (deficit)                                          (7,438,036)               (7,353,293)
     Treasury stock, at cost - 181,554 and
       201,554 shares, respectively                                         (737,528)                 (737,528)
     Net accumulated comprehensive income -
       net of taxes                                                          (30,502)                   17,512
                                                                     ---------------           ---------------

         Total stockholders' equity                                        6,501,218                 6,633,975
                                                                     ---------------           ---------------

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                                            $     6,989,656           $     7,825,700
                                                                     ===============           ===============

</TABLE>

*Condensed from audited financial statements

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.


                                      -4-
<PAGE>


FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                            --------
                                                                                      1999              1998
                                                                                      ----              ----
<S>                                                                                <C>              <C>
REVENUES:
    Interest and dividends                                                         $  17,567        $  21,287
    Investment gains                                                                      --           19,165
                                                                                   ---------        ---------

         Total revenues                                                               17,567           40,452
                                                                                   ---------        ---------

EXPENSES:
    Employee compensation and benefits                                                18,600           28,103
    General and administrative expenses                                              115,993          121,352
    Interest expense                                                                   8,995           13,277
                                                                                   ---------        ---------

         Total expenses                                                              143,588          162,732
                                                                                   ---------        ---------

         Loss from continuing operations before income taxes                        (126,021)        (122,280)

INCOME TAX (BENEFIT) EXPENSE                                                              --           (3,228)
                                                                                   ---------        ---------

         Net loss from continuing operations                                        (126,021)        (119,052)

DISCONTINUED OPERATIONS:
     Income from discontinued operations - net of tax                                 80,596          158,193
     Loss from disposal of discontinued operations - net of tax                       (5,118)              --
                                                                                   ---------        ---------

NET LOSS                                                                             (50,543)          39,141
                                                                                   ---------        ---------

Other comprehensive income - net of tax:
     Unrealized holding gains (losses) arising during period                         (48,014)          19,896
     Less: Reclassification adjustment for gains included in net income                   --           (9,997)
                                                                                   ---------        ---------

Other comprehensive income (loss)                                                    (48,014)           9,899
                                                                                   ---------        ---------

COMPREHENSIVE INCOME (LOSS)                                                          (98,557)          49,040
                                                                                   ---------        ---------

PREFERRED STOCK DIVIDEND                                                              34,200           34,200
                                                                                   ---------        ---------

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES                                      $(132,757)       $  14,840
                                                                                   =========        =========

Loss per common share - basic and diluted                                          $   (0.02)       $    0.00
                                                                                   =========        =========

Weighted - average number of shares outstanding                                    5,319,876        5,299,876
                                                                                   =========        =========
</TABLE>

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.


                                      -5-
<PAGE>
FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                          March 31,
                                                                                          ---------
                                                                                 1999                  1998
                                                                                 ----                  ----
<S>                                                                        <C>                   <C>
OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
     Net loss from continuing operations                                   $    (126,021)        $    (119,052)
     Adjustments to reconcile net loss to net cash
       used by operating activities
         Depreciation and amortization                                               519                 1,129
         Amortization of goodwill                                                     --                14,195
         Gain on sale of securities                                                   --               (15,146)
         Changes in assets and liabilities:
           Decrease (increase) in:
              Accounts receivable                                                (17,130)               (1,404)
              Net decrease in notes receivable                                        --                 8,983
              Prepaid expenses and other current assets                            6,246                (2,570)
           Increase (decrease) in:
              Accounts payable                                                   (66,373)              (75,550)
              Accounts payable to related party                                  (88,839)               (3,290)
                                                                           -------------         -------------

         Net cash used by operating activities                                  (291,598)             (192,705)
                                                                           -------------         -------------

Cash flows from Investing Activities
     Decrease (increase) in real estate investments                               (2,038)                2,210
     Securities held for sale                                                         --                82,984
     Decrease in venture capital investments                                          --                85,091
                                                                           -------------         -------------

         Net cash provided (used) by investing activities                         (2,038)              170,285
                                                                           -------------         -------------

Cash flows from Financing Activities
     Preferred stock dividends                                                   (34,200)              (34,200)
     Proceeds from borrowings                                                    115,000                    --
     Repayments of borrowed funds                                               (680,000)                   --
                                                                           -------------         -------------

         Net cash used by financing activities                                  (599,200)              (34,200)
                                                                           -------------         -------------

         Cash Used by Continuing Operations                                     (892,836)              (56,620)

Discontinued Operations:
     Proceeds from sale of discontinued operations,
       net of transaction costs paid                                           6,242,738                    --
     Other                                                                      (269,868)              (10,582)
                                                                           -------------         -------------

         Cash Provided (Used) by Discontinued Operations                       5,972,870               (10,582)
                                                                           -------------         -------------

Net change in cash and cash equivalents                                        5,373,670               (67,202)
                                                                           -------------         -------------

Cash and cash equivalents, beginning of period                                    53,575               290,037
                                                                           -------------         -------------

Cash and cash equivalents, end of period                                   $   5,427,245         $     222,835
                                                                           -------------         -------------

Cash payments for interest                                                 $       8,995         $      13,277
                                                                           =============         =============
</TABLE>
The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.

                                      -6-
<PAGE>


FIRSTMARK CORP. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

--------------------------------------------------------------------------------

BASIS OF PRESENTATION

1.    The accompanying unaudited  consolidated  financial statements,  which are
      for interim periods, do not include all disclosures provided in the annual
      consolidated financial statements.  These unaudited consolidated financial
      statements  should be read in conjunction with the consolidated  financial
      statements  and the  footnotes  thereto  contained in the Annual Report on
      Form 10-KSB for the year ended December 31, 1998 of Firstmark  Corp.  (the
      "Company"),  as  amended,  as  filed  with  the  Securities  and  Exchange
      Commission.  The  December  31, 1998  balance  sheet was derived  from the
      audited  consolidated  financial  statements,  but  does not  include  all
      disclosures required by generally accepted accounting principles.

2.    In the opinion of the Company,  the  accompanying  unaudited  consolidated
      financial  statements  contain  all  adjustments  (which  are of a  normal
      recurring  nature)  necessary  for a fair  presentation  of the  financial
      statements. The results of operations for the three months ended March 31,
      1999 are not necessarily  indicative of the results to be expected for the
      full year.

3.    Earnings (Loss) Per Share

      The Company adopted the provisions of SFAS No. 128,  "Earnings Per Share,"
      for the year  ended  December  31,  1997.  SFAS No.  128  establishes  new
      standards for computing and  presenting  earnings per share  ("EPS").  The
      statement  replaces the presentation of primary EPS with basic EPS and the
      presentation  of fully diluted EPS with diluted EPS. Basic EPS is computed
      by dividing net income,  less required  dividends on redeemable  preferred
      stock, by the weighted average number of common shares  outstanding during
      the year.  Diluted EPS is computed  using the weighted  average  number of
      common shares outstanding  during the year,  including the dilutive effect
      of all potential common shares.

4.    Reclassifications

      Certain reclassifications have been made in the accompanying statements to
      permit comparison.




                                      -7-
<PAGE>



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

         Firstmark Corp.  (the "Company")  makes venture capital and real estate
investments  either  in the form of pure  equity  investments  or in the form of
loans with an equity participation feature. Until March 5, 1999, the Company was
principally  engaged  in the  business  of  issuing  title  insurance  through a
subsidiary,  Southern Title Insurance  Corporation  ("STIC").  Until January 24,
1997,  the Company also  actively  traded  public  stocks and bonds and provided
financial   consulting   services  to  a  select  number  of   individuals   and
institutions.

         On March 5, 1999,  the  Company  sold  Investors  Southern  Corporation
("ISC") and its  subsidiaries,  including  STIC, to Old Guard Group,  Inc. ("Old
Guard") for $6.75 million in cash and a three year earn-out in cash based on the
pre-tax net income of ISC and its subsidiaries,  including STIC, for each of the
fiscal years ending December 31, 1999, 2000 and 2001. above.  Generally accepted
accounting  principles  ("GAAP") require that the Company reflect the effects of
the  Transaction  as of December 31, 1998,  including the loss on disposal,  and
segregate  continuing  operations  from  discontinued   operations.  A  complete
discussion  of the  Company's  business is contained in Item 1,  Description  of
Business,  of Amendment No. 1 to the Company's Annual Report on Form 10-KSB (the
"Form 10-KSB"),  filed with the Securities and Exchange  Commission on April 23,
1999.

Results of Operations

                        Three Months ended March 31, 1999
                compared to the Three Months ended March 31, 1998

Continuing Operations

         Interest and dividends revenue amounted to approximately $18,000 in the
current quarter compared to $21,000 in the comparable quarter of the prior year.
Management expects this comparison to improve for the balance of 1999 as the net
proceeds from the sale of the title insurance operations will be fully invested.
The funds  were  invested  for less than a month  during  the  current  quarter.
Investment gains amounted to  approximately  $19,000 for the quarter ended March
31, 1998 (none for the current quarter).

         Operating expenses and general and administrative expenses decreased by
approximately  $19,000  during the  current  quarter  compared to the prior year
quarter.  This  decrease  is  primarily  the result of the  satisfaction  of the
Company's  remaining  obligation  under  a  severance  agreement  with a  former
director of the Company and a reduction in interest expense due to the payoff of
the Company's 9% convertible notes payable in March of this year.

Discontinued Operations

         As previously disclosed, the title insurance operations were sold as of
March 5, 1999.  Accordingly,  the condensed consolidated statement of operations
included  in this report  includes



                                      -8-
<PAGE>

operating  results for the title insurance  operations  through that date in the
current  quarter  while the prior year  quarter  includes  such  results for the
entire  period.   The  comparisons   below  in  general  show  decreases because
approximately one less month of title insurance  operations are included in 1999
as compared to 1998.

         Title  insurance  revenues for the current quarter  (approximately  two
months) amounted to  approximately  $2.2 million compared to $2.6 million in the
1998 quarter (three months). While title insurance premiums were stronger in the
current  quarter,  abstract  related income was somewhat weaker when compared to
the prior year quarter.  Interest and dividends revenue decreased  approximately
$42,000 to $32,000 in 1999  (approximately two months) as compared to $74,000 in
1998 (three months).

         Operating  expenses and general and  administrative  expenses decreased
$0.3 million  from $2.4  million in 1998 (three  months) to $2.1 million in 1999
(approximately  two months).  Substantially all categories of expenses decreased
during this period with the exception of commissions paid to agents.  Commission
paid to agents in 1999  increased  $166,000,  reflecting  the increase in agency
premiums earned during this period.


Liquidity and Capital Resources

         As a result of the sale of ISC and its related subsidiaries the Company
received  $6.75  million  from Old  Guard on March 5,  1999.  After  payment  of
transaction-related  costs,  retirement  of the Company's 9%  convertible  notes
payable and  retirement  of borrowings  against the  Company's  $500,000 line of
credit, the Company retained approximately $5.4 million to invest.  Accordingly,
the Company's cash and cash equivalents remaining after the sale are expected to
exceed its obligations as they become due. The Company continues to maintain the
availability of the $500,000 line of credit with First Union National Bank.

Year 2000 Issues

         Year  2000  issues  relate   primarily  to  the  inability  of  certain
computerized  devices  (hardware,  software and equipment) to process year-dates
properly  after 1999.  Many existing  computer  programs have been written using
only  two  digits  to  define  an  applicable  year  rather  than  four  digits.
Accordingly,  on January 1, 2000, many  date-sensitive  programs and devices may
recognize a date using the two digits "00" as the year 1900 rather than the year
2000.  This situation could result in inaccurate  processing of data,  erroneous
results or other system failures.

         The Company  continues to address the Year 2000 issues  relating to its
operations  with the intent that it (i) identify  areas of  potential  exposure,
both internal and external to its organization,  (ii) assess the risks and costs
associated with  eliminating or reducing that exposure,  (iii) develop a plan to
take  necessary  actions  before the year 2000 and (iv)  consider the need for a
contingency plan to handle the most reasonably likely worst case scenarios.

         To date, the Company has primarily  focused on the  identification  and
assessment  of its Year 2000  issues.  The  Company  has  completed  an  initial
assessment of its accounting and operational  software and discussed the payroll
and human resources  software with its third party



                                      -9-
<PAGE>

service  provider.  Management  believes,  based on  discussions  with  software
vendors and initial tests of the accounting and operational software,  that such
software is currently Year 2000 compliant and that the Company's  risks in these
areas are  minimal.  Management  has been told that the  current  version of the
payroll and human  resources  software is also Year 2000  compliant and plans to
perform  tests of this  system  in the  near  future  to  assess  any  potential
problems.

         Costs  associated with remediation of Year 2000 issues are not expected
to be material to the  Company's  financial  position,  results of operations or
cash flows. To date, such costs have totaled less than $10,000,  and the Company
expects that future  costs will not exceed  $10,000.  These costs would  include
primarily minimal additional data processing consulting costs,  purchases of new
personal  computers  to replace  computers  that  cannot be  modified  to handle
date-sensitive  data correctly and potentially the costs to purchase upgrades to
certain accounting software programs.

         No  contingency  plan has been  developed  to date since the  potential
impact of the Year 2000 issues facing the Company is currently  considered to be
minimal. However,  management will continue to assess the need for a contingency
plan if  additional  risks are  identified  in the further  testing of existing,
updated or new hardware and  software or if it becomes  aware of other  concerns
not presently contemplated in the evaluation of the Company's ability to be Year
2000 compliant.

Recent Accounting Pronouncements

         Reference is made to the disclosures included under the heading "Recent
Accounting  Pronouncements"  in Item 6, Management's  Discussion and Analysis of
Financial Condition and Results of Operations, of the Form 10-KSB.

Forward-Looking Statements

         Certain  statements  in this  report  may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Although the Company  believes that its  expectations  with respect to
certain forward-looking  statements are based upon reasonable assumptions within
the bounds of its business and operations, there can be no assurance that actual
results,  performance or achievements of the Company will not differ  materially
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking statements.




                                      -10-
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.      Legal Proceedings

             Reference is made to the disclosures in Item 3, Legal  Proceedings,
             of the Form 10-KSB for a description of the Company's pending legal
             proceedings.  There have been no additional  material  developments
             with respect to these proceedings.

Item 2.      Changes in Securities and Use of Proceeds

             Not applicable.

Item 3.      Defaults Upon Senior Securities

             Not applicable.

Item 4.      Submission of Matters to a Vote of Security Holders

             A Special  Meeting of  Shareholders,  which was adjourned  from its
             previously  scheduled time of February 17, 1999, as adjourned until
             February  24,  1999,  was  held on  March  5,  1999  (the  "Special
             Meeting").  Shareholders of record of the Company's Common Stock at
             the close of business on January 22, 1999 were  entitled to vote at
             the Special Meeting.

             The  shareholders  were asked (i) to elect three directors to serve
             for terms of one year each and (ii) to approve  the Stock  Purchase
             Agreement by and among the Company,  Southern  Capital  Acquisition
             Corporation,  a Virginia  corporation  ("SCAC"),  ISC, STIC and Old
             Guard,   dated  as  of  December  2,  1998  (the  "Stock   Purchase
             Agreement"),  pursuant  to which the  Company  and SCAC sold to Old
             Guard, and Old Guard bought from the Company and SCAC, all of ISC's
             outstanding  capital  stock in exchange for cash,  all on the terms
             and  conditions set forth in the Stock  Purchase  Agreement.

             The  votes  cast for,  against  or  withheld  for the  election  of
             directors were as follows:

<TABLE>
<CAPTION>
                                                                                                  Broker
                 Name                     For        Against      Withheld      Abstentions     Non-Votes
                 ----                     ---        -------      --------      -----------     ---------
<S>                                    <C>            <C>          <C>             <C>            <C>
         Donald V. Cruickshanks        3,662,620       --          84,422           --             --

         George H. Morison             3,662,620       --          84,422           --             --

         Steven P. Settlage            3,662,620       --          84,422           --             --
</TABLE>



                                      -11-
<PAGE>

             The votes cast for,  against  or  withheld  for the Stock  Purchase
             Agreement were as follows:
<TABLE>
<CAPTION>
                                                                                   Broker
                   Item                   For        Against     Abstentions     Non-Votes
                   ----                   ---        -------     -----------     ---------
<S>                                    <C>           <C>           <C>               <C>
         Stock Purchase Agreement      3,565,765     82,393        98,884            --
</TABLE>

Item 5.      Other Information

             On April 27, 1999, the Company's Common Stock was delisted from the
             Nasdaq  SmallCap  Market for not maintaining a minimum bid price of
             $1.00 per  share,  as  required  by the  Nasdaq  SmallCap  Market's
             continued listing requirements.  The Company has requested that the
             Board of Governors of The Nasdaq Stock Market review this decision.
             Trading of shares of the Company's Common Stock can be conducted in
             the  over-the-counter  trading markets,  including the OTC Bulletin
             Board.

Item 6.      Exhibits and Reports on Form 8-K

             (a)    Exhibits

                    27     Financial Data Schedule (filed electronically only).

             (b)    Reports on Form 8-K

                    On March 10,  1999,  the Company  filed a Current  Report on
                    Form 8-K dated March 5, 1999 to disclose,  under Item 2, the
                    consummation  of the  Company's  sale of ISC and its related
                    subsidiaries to Old Guard.



                                      -12-
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           FIRSTMARK CORP.



Date:  May 24, 1999                        /s/ Donald V. Cruickshanks
                                           -------------------------------------
                                           Donald V. Cruickshanks
                                           President and Chief Executive Officer



Date:  May 24, 1999                        /s/ Ronald C. Britt
                                           -------------------------------------
                                           Ronald C. Britt
                                           Chief Financial Officer