SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   Form 10-Q

               Quarterly Report Under Section 13 or 15(d) of the

                        Securities Exchange Act of 1934


For Quarter Ended:   March 31, 1997

Commission File Number:     000-17129


                      Clark Melvin Securities Corporation
             (Exact name of registrant as specified in its charter)


       Delaware                                           52-0749204
(State of other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)


         170 Jennifer Road, Suite 270, Annapolis, Maryland      21401
              (Address of principal executive offices)        (Zip Code)



                                (410)  266-5250
              (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

The number of shares of the registrant's common stock, $.01 par value per share,
outstanding as of March 31, 1997 was 18,523,096.


<PAGE>

                         PART 1: FINANCIAL INFORMATION



                      CLARK MELVIN SECURITIES CORPORATION
                        STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
                                                                                  (Unaudited)
                                                                                    March 31            December 31
                                                                                      1997                  1996
<S> <C>
ASSETS
Cash & Savings                                                             $          328,640    $          405,609
Deposit with Clearing Broker                                                          100,000               100,000
Broker & Dealer Receivable                                                            181,520               130,414
Accounts Receivable                                                                   386,047               399,020
Firm Trading Securities & Investments                                                       0                     0
Prepaid Expenses                                                                       36,858                40,557
Other Assets                                                                            6,773                 6,946
                                                                            ------------------    ------------------
Total Current Assets                                                       $        1,039,838    $        1,082,546

Furniture/Fixtures/Leasehold
 (net of accum. depreciation and amortization)                             $           37,020    $           32,148
Subsidiaries                                                                            1,000                 1,000
Organizational Expenses                                                                13,506                 6,506
                                                                            ------------------    ------------------
Total Long-Term Fixed Assets                                                           51,526                39,654

     Total Assets                                                          $        1,091,364    $        1,122,200
                                                                            ==================    ==================


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Payable to clearing broker                                                 $            3,338    $           12,317
Accounts payable and accrued liabilities                                              378,960               397,762
                                                                            ------------------    ------------------
Total Liabilities                                                          $          382,298    $          410,079

Stockholders' equity
Common stock,  40,000,000 shares
      18,523,096 issued & outstanding                                      $          185,231    $          185,231
Preferred stock, 145,000 shares                                                       145,000               145,000
Additional Paid-in Capital                                                          2,888,028             2,888,028
Retained Earnings                                                                  (2,471,137)           (2,662,100)
Treasury stock - preferred                                                            (35,000)              (35,000)
Current Period Profit / (Loss)                                                         (3,056)              190,962
                                                                            ------------------    ------------------
Total Stockholder's Equity                                                 $          709,066    $          712,121

     Total Liabilities & Stockholders' Equity                              $        1,091,364    $        1,122,200
                                                                            ==================    ==================
</TABLE>

<PAGE>

                      CLARK MELVIN SECURITIES CORPORATION
                            STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                 (Unaudited)
                                                              Three Months Ended
                                                                  March 31,
                                                          1997                 1996
<S> <C>
REVENUES
Commissions                                       $           526,608  $           318,869
Advisory and Fee Income                                        99,114               87,697
Interest / Dividends                                            4,821                4,556
Margin                                                          8,684               10,428
Trailer Fees                                                   25,161               14,392
Miscellaneous                                                  63,342               16,354
                                                    ------------------   ------------------
Total Revenues                                    $           727,730   $          452,296


EXPENSES
Compensation and Benefits                         $           434,118  $           248,667
Clearing Fees                                                  65,659               41,196
Occupancy                                                      34,710               34,320
Business Development                                           32,718                9,703
Interest                                                          461                  244
Communications                                                 47,272               45,833
Other                                                         115,848               80,582
                                                    ------------------   ------------------
Total Expenses                                    $           730,786   $          460,545

Profit / (Loss) Before Income Taxes               $            (3,056)  $           (8,249)
                                                    ==================   ==================

Income Taxes:
   Current Tax Expense                                      -                    -
   Benefit of Loss Carryover                                -                    -
                                                    ------------------   ------------------

Net Profit (Loss)                                 $            (3,056)  $           (8,249)
                                                    ==================   ==================


Profit (Loss) per common share                    $             (0.00)  $            (0.00)
                                                    ==================   ==================
</TABLE>




     Accompanying notes are an integral part of these financial statements.

<PAGE>



                      CLARK MELVIN SECURITIES CORPORATION
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                              (Unaudited)
                                                                                                           Three Months Ended
                                                                                                                March 31,
<S> <C>
Increase (Decrease) in cash                                                                               1997              1996

CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)                                                                                  $       (3,056)  $      (8,249)
Adjustments to reconcile net profit (loss) to net
cash (used for) provided by operating activities:
      Depreciation and amortization                                                                         4,551          10,913
      (Increase) decrease in operating assets:
             Receivables:
                   Brokers and dealers                                                                    (51,106)        187,227
                   Employee advances                                                                        1,928          (3,500)
                   Other                                                                                   11,461           4,560
             Firm trading securities/Investments                                                                           (2,590)
             Securities sold short
             Other                                                                                         (3,129)         10,111
      Increase (decrease) in operating liabilities:
             Payable to clearing broker                                                                    (8,979)           (884)
             Accounts payable and accrued liabilities                                                     (18,802)       (138,950)
                                                                                                    --------------   -------------
NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES                                               $      (67,132)  $      58,638
                                                                                                    ==============   =============

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment and leasehold improvements                                                    (9,423)         (2,784)
Proceeds from sales of other investments
                                                                                                    --------------   -------------
NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES                                               $       (9,423)  $      (2,784)
                                                                                                    ==============   =============

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock
  Payment of preferred stock dividend
  Redemption of preferred stock
  Payment of subscriptions
                                                                                                    --------------   -------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                                               $            0   $           0
                                                                                                    ==============   =============

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                          $      (76,555)  $      55,854
                                                                                                    ==============   =============

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                   $      405,195   $     265,243
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                         $      328,640   $     321,097
                                                                                                    ==============   =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest                                                           $          502   $         244
</TABLE>


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

<PAGE>


                      CLARK MELVIN SECURITIES CORPORATION

                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

1.       Basis of Presentation
The  statement of financial  position as of March 31, 1997,  the  statements  of
operations  for the three month period  ended March 31,  1997,  and 1996 and the
statements  of cash flows for the three  month  period  ended March 31, 1997 and
19961  have been  prepared  by the  Company  without  audit.  In the  opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to fairly present the financial position at March 31, 1997 and for all
periods presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's December 31, 1996 Annual Shareholder Report.

The  results  of  operations  for  the  period  ended  March  31,  1997  are not
necessarily indicative of the operating results for the full year.

2.       Firm Trading Securities
Firm trading securities consisted of the following:

                                            March 31,         December 31,
                                              1997               1996
                                            ---------         ------------
Corporate Equities                          $ 0.00               $ 0.00


3.       Stockholders' Equity

Profit  (Loss) per share of common  stock is  calculated  by dividing net profit
(loss),  less the preferred stock dividend  requirement by the weighted  average
number of common  shares  outstanding  during the period,  which was  18,523,096
shares.

4.       Income Taxes
During  1992  the  Company  adopted  Financial  Accounting  Statement  No.  109,
Accounting  for  Income Taxes. The Company recorded no benefit from income taxes
in  1996  and  a  valuation  allowance  was  provided  for the deferred asset of
$751,000.

Temporary  differences between amounts reported for financial reporting purposes
and income tax purposes are insignificant.

5.       Net Capital Requirements
The Company is subject to the  Securities  and Exchange  Commission  Uniform Net
Capital  Rule (Rule  15c3-1),  which  requires  the  maintenance  of minimum net
capital and requires  that the ratio of aggregate  indebtedness  to net capital,
both as defined,  shall not exceed 15 to 1. The Rule also  provides  that equity
capital may not be withdrawn or cash dividends paid if the resulting net capital
ratio would exceed 10 to 1.

As of March 31, 1997 the Company has net capital of approximately $224,970 which
was  approximately  $124,970  in  excess of its  required  net  capital  and the
Company's  ratio of  aggregate  indebtedness  to net  capital  was  1.70.  As of
December 31, 1996 the Company had net capital of approximately  $216,326,  which
was  approximately  $116,326  in  excess of its  required  net  capital  and the
Company's ratio of aggregate indebtedness to net capital was 1.90.


<PAGE>


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

 Results of Operations

Revenues
Total  revenues  increased 61% through the third quarter of 1997 compared to the
same period in 1996.

Commission increased by 65% due to increases in fixed income transactions.

The 13%  increase  for the first three months of 1997 in advisory and fee income
over the same period in 1996 is primarily due to increased activity in corporate
finance.

Interest and dividend  income for the first  quarter of 1997 are  comparable  to
those over the same period in 1996.

As of March 31,  1997,  margin  income  decreased by 17% over the same period in
1996, primarily due to variations in margin deposit balances.

Trailer Fees  increased by 75% through the third quarter of 1997 compared to the
same period in 1996 due to an increase in size of money  market funds and mutual
funds.

Expenses
Overall,  expenses  increased  59% during the first  quarter of 1997 compared to
that of 1996.

Compensation  and  benefits  increased  by 75% due to  increases in fixed income
transactions.

The clearing fees through the first quarter of 1997 increased by 59% compared to
those in 1996 due to an increase in transactions.

Occupancy  expense during the first quarter of 1997 are comparable to those over
the same period in 1996.

Business  development  expenses  increased by 237% through the first  quarter of
1997 compared to expenses made over the same period in 1996, primarily due to an
increase in marketing for the corporate finance division.

Communication expenses through the first quarter of 1997 are comparable to those
over the same period in 1996.

The 44%  increase in other  expenses  for the first three  months of 1997 is due
primarily to ongoing accounting reclassifications.

Financial Position, Liquidity, and Capital Resources

The Company is  required  to comply  with the  Uniform  Net Capital  Rule of the
Securities and Exchange Commission.  The Rule is intended to measure the general
financial   soundness   and  liquidity  of   broker-dealers.   The  Company  has
consistently exceeded the minimum net capital requirement.  As of March 31, 1997
the Company's net capital was  approximately  $224,970  which was  approximately
$124,970 in excess of its required net capital.


<PAGE>


Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The company's  annual meeting of stockholders was held on May 28, 1996, at which
the following directors were elected by the votes indicated:

                                            For               Withhold
                                            ---               --------
         Aurelio Emanuelli                  All
         James Finn                         All
         Guillermo L. Martinez              All
         Cesar Montilla, Jr.                All



<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.

                                           Clark Melvin Securities Corporation
                                                       (Registrant)

                                           By:  /s/ Irene M. Harr
                                                ________________________
                                                Irene M. Harr
                                                Chief Financial Officer



Date:     May 5, 1997