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: June 30, 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) 873-6392

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 June 30, 1997
--------------------------------------------------------------------------------

Common stock, $.20 par value                        2,069,590                   

<PAGE>



                        FIRSTMARK CORP. AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.

Part I            Financial Information

         Condensed Consolidated Balance Sheets -
            June 30, 1997 and December 31, 1996                           3

         Condensed Consolidated Statements of Operations -
            Six Months Ended June 30, 1997 and 1996 and
            Three Months Ended June 30, 1997 and 1996                     4

         Condensed Consolidated Statements of Cash Flows -
            Six Months Ended June 30, 1997 and 1996                       5

         Notes to Condensed Consolidated Financial Statements             6

         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     7

Part II           Other Information

         Item 1.           Legal Proceedings                              9

         Item 2.           Changes in Securities                          9

         Item 3.           Defaults upon Senior Securities                9

         Item 4.           Submission of Matters to a Vote of Security
                           Holders                                        9

         Item 5.           Other Information                              9

         Item 6.           Exhibits and Reports on Form 8-K               9



                                      -2-
<PAGE>



PART I - FINANCIAL INFORMATION

                        FIRSTMARK CORP. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                    ASSETS
                                                                             June 30, 1997  December 31,
                                                                              (Unaudited)        1996 * 
                                                                              -----------   ------------
<S>                                                                           <C>           <C>        
Cash and cash equivalents                                                     $ 1,364,249   $ 1,832,681
Accounts and notes receivables - trade, net                                     1,340,632     1,063,926
Accounts and notes receivables - related parties                                  215,188       210,413
Income taxes receivable                                                           163,683       330,372
Marketable securities:
     Trading                                                                       58,915       125,750
     Held for sale                                                              1,204,516       900,666
     Held to maturity                                                           1,685,753     1,867,343
Venture capital investments, net                                                1,694,465     1,836,540
Real estate and other investments                                               1,068,592     1,624,121
Title plant                                                                     3,563,008     3,544,243
Property, plant and equipment, net                                                900,910     1,005,806
Excess of cost over fair value                                                    970,497     1,013,696
Deferred tax asset                                                              1,540,808     1,468,518
Other assets                                                                      189,280       246,320
                                                                              -----------   -----------
                                                                              $15,960,496   $17,070,395
                                                                              ===========   ===========
</TABLE>
                                                                              

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

Liabilities:
<S>                                                                           <C>           <C>        
     Accounts payable and other liabilities                                   $   394,994   $   571,383
     Borrowed funds                                                             1,235,972     1,749,435
     Reserve for title policy claims                                              892,460       972,703
     Deferred tax liability                                                     1,141,222     1,127,659
                                                                              -----------   -----------
                                    Total Liabilities                           3,664,648     4,421,180
                                                                              -----------   -----------
</TABLE>
<TABLE>
<CAPTION>

<S>                                                                          <C>            <C>    
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)                                                    (1,609,414)   (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                              (48,871)     (161,106)
                                                                              -----------   -----------
              Total Stockholders' Equity                                        3,545,848     3,899,215
                                                                              -----------   -----------
                                                                              $15,960,496   $17,070,395
                                                                              ===========   ===========
</TABLE>

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

                                      -3-
<PAGE>



                        FIRSTMARK CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                                    (Unaudited)
<TABLE>
<CAPTION>

                                                  Six Months                     Three Months
                                                 Ended June 30                  Ended June 30
                                             1997              1996           1997          1996
                                             ----              ----           ----          ----
<S>                                        <C>            <C>            <C>            <C>    
Revenues 
     Title insurance                       $ 4,701,623    $   803,035    $ 2,555,895    $   803,035
     Commission and fees                         5,261        767,975              0        171,729
     Investment gains (losses)                 248,561        (55,604)       387,034        (94,470)
     Interest and dividends                    221,956         98,567         56,748         67,870
     Other revenues                             98,329         24,614         59,143         21,794
                                           -----------    -----------    -----------    -----------

         Total revenues                      5,275,730      1,638,587      3,058,820        969,958
                                           -----------    -----------    -----------    -----------
 Expenses
     Employee compensation and benefits      2,209,214        804,994      1,117,583        766,112
     Commissions and fee expense             1,636,937        667,782        891,833        454,960
     Write-offs of investments                 100,000      1,099,347              0      1,099,347
     General and administrative expenses     1,739,884        397,375        960,591        184,456
                                           -----------    -----------    -----------    -----------

     Total expenses                          5,686,035      2,969,498      2,970,007      2,504,875
                                           -----------    -----------    -----------    -----------

Earnings (losses) before income taxes         (410,305)    (1,330,911)        88,813     (1,534,917)

Income tax (benefit) expense                  (139,504)      (500,525)        30,144       (573,480)
                                           -----------    -----------    -----------    -----------

Net earnings (loss)                           (270,801)      (830,386)        58,669       (961,437)

Preferred stock dividends                      194,800         70,800        160,600         35,400
                                           -----------    -----------    -----------    -----------

Net earnings (loss) applicable to
     common shares                         $  (465,601)   $  (901,186)   $  (101,931)   $  (996,837)
                                           ===========    ===========    ===========    ===========


Earnings (loss) per common share           $      (.22)   $      (.43)   $      (.05)   $      (.48)
                                           ===========    ===========    ===========    ===========

Weighted-average number of shares
     outstanding                             2,069,590      2,082,483      2,069,590      2,074,191
                                           ===========    ===========    ===========    ===========

</TABLE>


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

                                      -4-
<PAGE>



                        FIRSTMARK CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                          Six Months Ended June 30
                                                              1997          1996
                                                              ----          ----
<S>                                                     <C>            <C>     
Cash flows from Operating Activities
     Net earnings (loss)                                $  (270,801)   $  (830,386)
     Adjustments to reconcile net income
       to net cash provided by operating
       activities:
        Gain on receipt of Intercel shares                 (381,124)
        Depreciation and amortization                       115,382         51,395
        Write-down of investments                           100,000      1,099,347 
        Collection of income taxes receivable               303,385              0
        Marketable securities - trading account             (66,835)       (47,149)
        Changes in assets and liabilities                  (171,788)      (685,372)
                                                        -----------    -----------

        Net cash used by operating activities              (371,781)      (412,165)
                                                        -----------    -----------

Cash flows from Investing Activities
     Acquisition of business, net of cash acquired                       1,012,322
     Acquisition costs                                                     (28,998)
     Decrease (increase) in real estate                     504,828         13,258
     Decrease in notes receivable                            36,925                
     Additions to other investments                                     (1,691,277)
     Securities held for sale                                99,116      1,197,627
     Purchase of property and equipment                     (29,257)       (32,501)
                                                        -----------    -----------
     Net cash provided by investing activities              611,612        470,431
                                                        -----------    -----------

Cash flows from Financing Activities
     Purchase of preferred stock                                  0        (81,000)
     Purchase of treasury stock                                   0        (78,718)
     Preferred stock dividends                             (194,800)       (70,800)
     Proceeds from borrowings                               150,000        158,084
     Repayments of borrowed funds                          (663,463)       (41,003)
                                                        -----------    -----------
     Net cash used by financing activities                 (708,263)      (113,437)
                                                        -----------    -----------

Net change in cash and cash equivalents                    (468,432)       (55,171)

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

Cash and cash equivalents, end of period                $ 1,364,249    $ 1,707,327
                                                        ===========    ===========

Cash payments for:
     Interest                                           $    59,305    $    40,970
                                                        ===========    ===========

     Income taxes                                       $         0    $   119,113
                                                        ===========    ===========

</TABLE>


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

                                      -5-
<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 six months  ended June 30,
     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.

                                      -6-
<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 the six months ended June 30, 1997 include
the results of Southern  Capital Corp.  while the results of operations  for the
six months  ended June 30, 1996  include the results of Southern  Capital  Corp.
only for the period from June 7, 1996.

RESULTS OF OPERATIONS:

                   Six Months ended June 30, 1997 Compared to
                       the Six Months ended June 30, 1996

Total  revenue  during the six  months  ended  June 30,  1997 was  approximately
$5,276,000, an increase of approximately  $3,637,000,  compared to total revenue
of $1,639,000  during the  comparable  six-month  period of the prior year.  The
increase is  attributable  to the inclusion of the title  insurance  revenues of
$4,702,000  in the  current  six-month  period as  compared  to  $803,000 in the
comparable  period 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  $763,000  during  the  current
six-month  period  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
$123,000 to $222,000 for the six-month period ended June 30, 1997 as compared to
$99,000 for the comparable  period 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.  Net investment gains amounted to approximately  $249,000 for the
six-month  period  ended June 30,  1997  compared  to net  investment  losses of
$64,000  in the prior  year  period.  This was  primarily  the  result of a gain
(approximately  $381,000)  recognized on the receipt of shares of Intercel stock
previously held in escrow,  which was partially offset by losses on the 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  $3,716,000  during the current  six-month  period compared to the
comparable  period  of the prior  year.  This  increase  also  results  from the
inclusion of the title insurance operations, which are very labor intensive, for
the full six-month  period as compared to a period of less than one month in the
comparable  period of the prior year.  Writeoffs of approximately  $1,099,000 in
the prior year period  relate  principally  to  investments  in venture  capital
investments and loans in several startup  companies,  where the future value and
collectibility  of such amounts were  uncertain.  The writeoff of investments of
$100,000  in the current  period  ended June 30,  1997  relates to  Management's
decision to continue to provide an allowance for certain investments,  where the
ultimate realization of the Company's investment is in doubt.

                  Three Months ended June 30, 1997 Compared to
                      the Three Months ended June 30, 1996

     Total revenue during the three months ended June 30, 1997 was approximately
$3,059,000, an increase of approximately  $2,089,000,  compared to total revenue
of $970,000  during the  comparable  quarter of the prior year.  The increase is
attributable to the inclusion of the title  insurance  revenues of $2,556,000 in
the current  quarter as compared  to $803,000 in 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  $172,000 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 amounted to approximately $57,000 in the current quarter ended
June 30, 1997 compared to $68,000 for the comparable  quarter of the prior year.


                                      -7-
<PAGE>



Net investment gains amounted to approximately  $387,000 for the current quarter
compared to net investment losses of $94,000 in the prior year quarter. This was
primarily  the  result  of a gain  (approximately  $381,000)  recognized  on the
receipt of shares of Intercel stock previously held in escrow.

     Operating  expenses and general and  administrative  expenses  increased by
approximately  $1,564,000  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, for the full quarter
as compared to a period of less than one month in the comparable  quarter of the
prior  year.  Writeoffs  of  approximately  $1,099,000  in the prior year period
relate  principally to investments in venture  capital  investments and loans in
several startup  companies,  where the future value and  collectibility  of such
amounts were uncertain.

LIQUIDITY AND CAPITAL RESOURCES:

     The Company's cash and cash  equivalents were  approximately  $1,364,000 at
June 30,  1997 as compared  to  $1,833,000  at December  31,  1996.  However,  a
significant portion of the cash and cash equivalents  (approximately  $1,020,000
at June 30, 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.

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



                                      -8-
<PAGE>



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On June 20, 1997,  the  beneficiaries  of the DiBello Loving Trust filed a civil
lawsuit against James Vigue, former President and Chief Executive Officer of the
Company,  Ivy  Gilbert,  former  Treasurer  and Chief  Financial  Officer of the
Company, and the Company. The lawsuit is pending in the Maine Superior Court for
Kennebec County.

The beneficiaries  allege that James Vigue, as trustee of the trust,  mismanaged
the trust, breached his duties as trustee, made  misrepresentations to them, was
negligent in the  management of the trust and violated the Maine  Securities Act
and the  Maine  Unfair  Trade  Practices  Act.  They  allege  that  Ivy  Gilbert
participated in the breach of trust.  They allege that the Company is liable for
Mr. Vigue's actions and is liable as a trustee and for violation of the Maine
Securities Act and the Maine Unfair Trade Practices Act. The beneficiaries claim
compensatory  damages  in a range  of  $500,000  to $1  million,  plus  punitive
damages.

     The  Company  has denied  all  liability  and it  intends to defend the  
lawsuit vigorously.

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

Not Applicable

Item 5.  Other Information

Not Applicable

Item 6.  Exhibits and Reports of Form 8-K

(A)  Exhibits

     NONE

(B) Reports on Form 8-K

     NONE

                                      -9-
<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.



                                          FIRSTMARK CORP.

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



                                          /s/ Ronald C. Britt
                                          -----------------------------------
                                          Ronald C. Britt
                                          Chief Financial Officer



                                      -10-