10QSB
                             10QSB filed by Firstmark Corp.

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

For the quarterly period ended: March 31, 1997

Commission File Number: 0-20806



                                 FIRSTMARK CORP.

             (Exact name of registrant as specified in its charter)





Maine                                                       01-0389195
(State or other jurisdiction of                             (I.R.S. Employer)
incorporation or organization)                              Identification No.)

222 Kennedy Memorial Drive, Waterville, ME                  04901
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code          (207)873-6362

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 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 March 31, 1997
-------------------------------------------------------------------------------
Common stock, $.20 par value                     2,271,144 


<PAGE>



                        FIRSTMARK CORP. AND SUBSIDIARIES

                                      INDEX

                                                                       Page No.

Part I            Financial Information

         Condensed Consolidated Balance Sheets -
            March 31, 1997 and December 31, 1996                         1

         Condensed Consolidated Statements of Operations
            Three Months Ended March 31, 1997 and 1996                   2

         Condensed Consolidated Statements of Cash Flows -
            Three Months Ended March 31, 1997 and 1996                   3

         Notes to Condensed Consolidated Financial Statements            4

         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    5-6

Part II           Other Information

         Item 1.           Legal Proceedings                             7

         Item 2.           Changes in Securities                         7

         Item 3.           Defaults upon Senior Securities               7

         Item 4.           Submission of Matters to a Vote of Security
                           Holders                                       7

         Item 5.           Other Information                             7

         Item 6.           Exhibits and Reports on Form 8-K              7





<PAGE>



PART I - FINANCIAL INFORMATION
                  FIRSTMARK CORP. AND SUBSIDIARIES
                  Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                     ASSETS
                                                                       March 31, 1997    December 31,
                                                                        (Unaudited)          1996 *
                                                                        -------------    ------------
<S>                                                                      <C>             <C>         
Cash and cash equivalents                                                $  1,647,509    $  1,832,681
Accounts and notes receivables - trade, net                                   976,179       1,063,926
Accounts and notes receivables - related parties                              184,517         210,413
Income taxes receivable                                                       355,327         330,372
Marketable securities:
     Trading                                                                  297,678         125,750
     Held for sale                                                            801,550         900,666
     Held to maturity                                                       1,856,978       1,867,343
Venture capital investments, net                                            1,680,644       1,836,540
Real estate and other investments                                           1,423,166       1,624,121
Title plant                                                                 3,544,243       3,544,243
Property, plant and equipment, net                                            901,124       1,005,806
Excess of cost over fair value                                              1,002,732       1,013,696
Deferred tax asset                                                          1,540,808       1,468,518
Other assets                                                                  204,917         246,320
                                                                         ------------    ------------
                                                                          $16,417,372     $17,070,395
                                                                         ============    ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Accounts payable and other liabilities                              $    324,923    $    571,383
     Borrowed funds                                                         1,548,198       1,749,435
     Reserve for title policy claims                                          942,121         972,703
     Deferred tax liability                                                 1,134,580       1,127,659
                                                                         ------------    ------------
                                                                            3,949,822       4,421,180
                                                                         ------------    ------------

MANDATORILY  REDEEMABLE  PREFERRED  STOCK
     Series B, $0.20 par value - authorized 188,000
     shares; issued 40,000 shares (liquidation preference
     $8,000,000)                                                            8,750,000       8,750,000
                                                                         ------------    ------------

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
       5,000,000 shares; issued 2,271,144                                     454,229         454,229
     Additional paid-in capital - preferred                                 2,162,889       2,162,889
     Additional paid-in capital - common                                    3,394,388       3,394,388
     Retained earnings (deficit)                                           (1,507,483)     (1,143,812)
     Treasury stock, at cost - 201,554 shares                                (818,773)       (818,773)
     Net unrealized gain (loss) on marketable
       equity securities available for sale, net of taxes                      20,900        (161,106)
                                                                         ------------    ------------
                   Total Stockholders' Equity                               3,717,550       3,899,215
                                                                         ------------    ------------
                                                                         $ 16,417,372    $ 17,070,395
                                                                         ============    ============
</TABLE>

*Condensed from audited financial statements
The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.


<PAGE>



                        FIRSTMARK CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                                  Three Months Ended March 31,
                                                      1997          1996
                                                  -----------    -----------
Revenues
     Title insurance                              $ 2,145,729    $         0
     Commissions and fees                               5,261        596,246
     Investment gains (losses)                       (145,674)        38,866
     Interest and dividends                           165,207         30,697
     Other revenues                                    39,187          2,820
                                                  -----------    -----------

         Total revenues                             2,209,710        668,629

Expenses
     Employee compensation and benefits             1,091,632         70,051
     Commissions and fee expense                      745,104        251,704
     Write-offs of investments                        100,000
     General and administrative expenses              772,093        142,868
                                                  -----------    -----------

         Total expenses                             2,708,829        464,623
                                                  -----------    -----------

Earnings (losses) before income taxes                (499,119)       204,006

Income tax (benefit) expense                         (169,648)        72,955
                                                  -----------    -----------

Net earnings (loss)                                  (329,471)       131,051

Preferred stock dividend                               34,200         35,400
                                                  -----------    -----------

Net earnings (loss) applicable to common shares   $  (363,671)   $    95,651
                                                  ===========    ===========

Earnings (loss) per common share                  $      (.16)   $       .05
                                                  ===========    ===========
Weighted - average number of shares outstanding     2,271,144      2,136,466
                                                  ===========    ===========

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


<PAGE>



                        FIRSTMARK CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                                                1997           1996
                                                            -----------    -----------
<S>                                                         <C>            <C>        
Cash flows from Operating Activities
     Net earnings (loss)                                    $  (329,471)   $   131,051
     Adjustments to reconcile net income
       to net cash provided by operating activities
         Depreciation and amortization                           59,370         15,657
         Write-down of investments                              100,000
         Collection of income taxes receivable                  144,773
         Marketable securities - trading account               (171,928)        33,318
         Changes in assets and liabilities                      (79,215)      (290,166)
                                                            -----------    -----------

            Net cash used by operating activities              (276,471)      (110,140)
                                                            -----------    -----------

Cash flows from Investing Activities
     Decrease (increase) in real estate                         200,955         (5,847)
     Decrease in notes receivable                                26,665          9,359
     Additions to other investments                                           (692,485)
     Securities held for sale                                    99,116        248,529
     Purchase of property and equipment                                         (9,330)
                                                            -----------    -----------

            Net cash provided (used) by investing activities    326,736       (449,774)
                                                            -----------    -----------

Cash flows from Financing Activities
     Issuance (purchase) of common stock                                       121,340
     Preferred stock dividends                                  (34,200)       (35,400)
     Repayments of borrowed funds                              (201,237)
                                                            -----------    -----------
            Net cash provided (used) by financing activities   (235,437)        85,940
                                                            -----------    -----------

Net change in cash and cash equivalents                        (185,172)      (473,974)

Cash and cash equivalents, beginning of period                1,832,681      1,762,498
                                                            -----------    -----------

Cash and cash equivalents, end of period                    $ 1,647,509    $ 1,288,524
                                                            ===========    ===========
Cash payments for
     Interest                                               $    33,431    $    20,947
                                                            ===========    ===========

     Income taxes                                           $         0    $    49,113
                                                            ===========    ===========
</TABLE>



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


<PAGE>



                         PART I - FINANCIAL INFORMATION

                        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  transition  period from
         July 1, 1996 to December  31, 1996 of Firstmark Corp. (the  "Company"),
         as filed with the  Securities and Exchange Commission. The December 31,
         1996 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, 1997 are not  necessarily  indicative of the results to be expected
         for the full year.

3.       Earnings (Loss) Per Share

         Earnings (loss) per share are computed by dividing net earnings (loss),
         after reduction for preferred stock dividends,  by the weighted average
         number  of common  shares  and share  equivalents  assumed  outstanding
         during the period.  Earnings  (loss) per share is  equivalent  to fully
         diluted earnings per share.


<PAGE>



                        FIRSTMARK CORP. AND SUBSIDIARIES

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

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

         The  Company is engaged in title insurance and makes real estate and 
venture capital  investments.  In June 1996,  Southern  Capital Corp. was merged
into Southern Capital Acquisition Corporation which was acquired by The Company.
Southern  Capital Corp.  was engaged in venture  capital  investments  and owned
Southern  Title  Insurance  Corporation,  a  title  insurance  underwriter.  The
Company's  results of  operations  for three months ended March 31, 1997 include
the results of Southern  Capital Corp.  while the results of operations  for the
three  months  ended  March 31,  1996 does not  include  the results of Southern
Capital Corp.

RESULTS OF OPERATIONS:
                  Three Months ended March 31, 1997 Compared to
                     the Three Months ended March 31, 1996.

         Total  revenue  during  the  three  months  ended  March  31,  1997 was
approximately $2,210,000,  an increase of approximately $1,541,000,  compared to
total revenue of $669,000  during the comparable  quarter of the prior year. The
increase is  attributable  to the inclusion of the title  insurance  revenues of
$2,146,000 in the current quarter (none for the comparable  quarter of the prior
year).  Title  insurance  revenues  are  expected  to continue to be the largest
source of revenues in the future.  Revenues from  commissions and fees decreased
approximately  $591,000 during the current quarter primarily due to Management's
decision  to close  certain  business  operations,  which  were  not  considered
profitable,  in the latter part of 1996 and to transfer several  subsidiaries to
the  former  chief  financial  officer  in  January  1997 (see  "Part I - Recent
Developments" of the  Company's  Form 10-KSB  filed May 5, 1997).  Interest  and
dividends revenue increased  approximately  $134,000 to $165,000 for the quarter
ended March 31, 1997 as  compared to $31,000 for the  comparable  quarter of the
prior  year.  This again was a result of the  inclusion  of the title  insurance
operations  and consists primarily of the interest and  dividends  earned on the
funds held to cover reserves for  policyholders.  Investment  losses amounted to
approximately  $146,000 for the quarter  ended March 31, 1997 compared to a gain
of $39,000 in the prior year quarter.  This was primarily the result of sales of
certain investments, principally small cap stocks, due to Management's continued
review of the Company's  investments  with an increased focus on their liquidity
and future value.

         Operating expenses and general and administrative expenses increased by
approximately  $2,144,000  during the current quarter compared to the comparable
quarter of the prior year.  This increase also results from the inclusion of the
title  insurance  operations,  which are very labor  intensive,  in the  current
quarter.  The writeoff of investments of $100,000 in the quarter ended March 31,
1997 (none in the prior year quarter) relate to Management's decision to provide
an allowance  for certain  investments,  where the ultimate  realization  of the
Company's investment is in doubt.

LIQUIDITY AND CAPITAL RESOURCES:

         The Company's cash and cash equivalents were  approximately  $1,647,000
at March 31, 1997 as compared to  $1,833,000  at December 31, 1996.  However,  a
significant portion of the cash and cash equivalents  (approximately $944,000 at
March 31, 1997 and  $1,136,000  at December 31, 1996) was held by a  subsidiary,
Southern  Title  Insurance  Corporation  ("STIC"),  and is  subject  to  certain
regulatory  requirements  as to use.  In addition to the  liquidity  needed  for
operations,  the Company redeemed $450,000 of convertible  notes payable,  which
were  due  April  21,  1997.  Holders  of  $585,000  of the  $1,035,000  of such
convertible  notes  agreed to extend  the  maturity  date of their  indebtedness
evidenced by these notes until March 1, 1999.

         The Company  intends to satisfy its  obligations  through cash on hand,
income tax refunds, sales of marketable securities and other assets and payments
received  on  loans  receivable.  Management  believes  that its  available  and
expected sources of cash will be sufficient to enable the Company to satisfy its
obligations as they come due.  



<PAGE>



         Reference in made to the  "Description  of Business -  Regulation"  and
"Recent Developments" sections included in the Form 10-KSB filed on May 5, 1997.


<PAGE>



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

No new litigation or developments  related to previously reported litigation for
the quarter ended March 31, 1997.

Item 2.  Changes in Securities

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  of the Company (the "Meeting") was
held on February  25, 1997 in  Portland,  Maine for the purpose of adopting  two
amendments to the Company's Articles of Incorporation.  As of the record date of
the Meeting,  a total of 2,080,634  shares of the Common Stock were  outstanding
and entitled to vote.

         The  first  amendment  was to  increase  the  amount  of the  Company's
authorized  Common Stock from  5,000,000 to 30,000,000  shares.  At the Meeting,
1,372,707  shares  were  voted  in  favor  of the  first  amendment,  no  shares
abstained,  11,252  shares were voted against the first  amendment,  and 696,675
shares were not voted. These totals  represented  approval by 66.0% of the total
of the Common  Stock  issued and  outstanding,  sufficient  for  approval by the
Company's shareholders.

         The second  amendment  was to opt the Company out of Section 910 of the
Maine Business  Corporation Act. At the Meeting,  1,363,752 shares were voted in
favor of the second  amendment,  no shares  abstained,  4,177  shares were voted
against the second  amendment,  and 712,705 shares were not voted.  These totals
represented  approval  by 65.5% of the  total of the  Common  Stock  issued  and
outstanding, sufficient for approval by the Company's shareholders.

         The  amendments  are  described  in  further  detail  in the  Company's
definitive  Proxy  Statement for a Special  Meeting of  Stockholders,  which was
filed with the Securities and Exchange Commission on February 5, 1997.

Item 5.  Other Information

Not Applicable

Item 6.  Exhibits and Reports of Form 8-K

(A)      Exhibits
               NONE
(B)      Reports on Form 8-K

         A current  report on Form 8-K,  dated  February 14, 1997,  was filed on
February  14, 1997 and  reported  Item 8 to  announce a change in the  Company's
fiscal year.




<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                         /s/ Donald V. Cruickshanks  
                                         -------------------------------------
                                         Donald V. Cruickshanks  
                                         President and Chief Executive Officer